Addendum to Terms of Service Applicable to U.S. Government Users
This Addendum to the Quora Terms of Service ("ToS") found at http://www.quora.com/about/tos ("Quora ToS URL") applies to U.S. Government users of the Quora Site and Service.
When entering into agreements with other parties, the U.S. Government is required to follow applicable federal laws and regulations. Such laws and regulations include limitations on matters related to indemnification, fiscal law, advertising and endorsements, governing law and dispute resolution forum; and affirmative duties related to ethics, privacy, security, accessibility, federal records, and freedom of information. Quora and the user Agency of the U.S. Government (together, the "Parties") agree that modifications to the Quora Terms of Service ("ToS") are appropriate to accommodate the Agency's legal status and public mission.
A. Precedence; Further Amendment; Termination:
B. Government entity:
"You" and "Your" within the Quora ToS shall mean the Agency itself and shall not apply to, or bind (i) the individual(s) in their personal capacity who utilize the Quora Services on Agency's behalf in their official capacity, or (ii) any individual users who happen to be employed by, or otherwise associated with, the Agency; in each case, excepted as amended by this Addendum. For the avoidance of doubt, the Agency acknowledges that its use of the Quora site and services shall be through named individuals and not through an organization page. The terms of this Addendum shall only apply to any individual employed by the Agency using the service on the Agency's behalf and identified by associating a .gov or .mil email address with the Quora account.
C. Public purpose:
Any requirement(s) set forth within the Quora ToS that use of the Quora Site and Service be for private, personal and/or non-commercial purposes is hereby waived to the extent Agency wishes to use the Quora Site and Service for a general public purpose that is not designed to generate revenue.
D. Agency content serving the public:
Quora hereby approves Agency's distribution or other publication via the Quora Site and Service of materials which may contain or constitute Agency programs, outreach, or initiatives.
Quora hereby agrees not to serve or display any third party commercial advertisements or solicitations on the profile page of any user who uses the Quora Services on the Agency's behalf as identified by associating a .gov or .mil email address with the Quora account (each one an "Agency Profile Page"). This exclusion shall not extend to house ads, or ads on pages displaying content uploaded by Agency or Agency users (including any page where Agency users provides answers to questions) outside of the Agency Profile Page, which Quora may serve on such pages in accordance with its standard business practices.
All indemnification provisions of the Quora ToS are hereby waived. Liability of Agency for any breach of the Quora ToS or this Addendum, or any claim arising from the Quora ToS or this Addendum, shall be determined under the Federal Tort Claims Act, or other governing authority and the Quora ToS as expressly modified by this Addendum. Liability of Quora for any breach of the Quora ToS or this Addendum, or any claim arising from the Quora ToS or this Addendum, shall be determined by applicable federal law and the Quora ToS as expressly modified by this Addendum.
G. Governing law:
The dispute resolution and arbitration provisions in the Quora ToS are hereby deleted. The Quora ToS and this Addendum 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. The parties may mutually agree to arbitration or mediation.
H. Additional changes to Quora ToS:
Language in the Quora ToS reserving to Quora the right to change the Quora ToS without notice at any time is hereby amended to provide Agency with notice of any material change to the Quora ToS, and if Agency requests, Quora shall, if commercially reasonable, enter into good faith discussions regarding whether the material change shall be applicable to Agency in the future. Quora shall send this notice to the email address Agency designates at the time Agency signs up for service, and Agency shall notify Quora of any change in the notification email address during the life of the Addendum.
I. Access and use:
Quora acknowledges that Agency's use of Quora's site and services may energize significant citizen engagement. Language in the Quora ToS allowing Quora to terminate service, or close Agency's account, at any time, for any reason, is modified to reflect the Parties' agreement that Quora may unilaterally terminate service and/or terminate Agency's account only for Agency's breach of its obligations under the Quora ToS or its material failure to comply with the instructions and guidelines posted on the Site, or if Quora ceases to operate its Site or Service generally. Quora will provide Agency with a reasonable opportunity to cure any breach or failure on Agency's part.
J. Provision on automated means to access the Site:
Agency may apply tools as necessary solely to its pages and solely to fulfill Agency's obligations under the Federal Records Act, Presidential Records Act or other applicable federal law or regulation.
K. Ownership of names:
Any provision(s) in the Quora ToS related to Quora's ownership of and right to change Agency selected profile name(s), or user ID(s) are modified to reasonably accommodate Agency's proprietary, practical, and/or operational interest in its own publicly-recognized name(s) including the names of other Agency units.
L. Modifications of user content:
Quora agrees that the right reserved in the Quora ToS to modify, adapt or remove Agency content is limited to technical actions necessary to index, format and display that content and the right to "collapse" content in accordance with Quora's general policies and the right to edit questions in accordance with Quora's general policies in place on the day on which the edits were made. Agency understands that the presentation layer of the Quora services modify the appearance of Agency content. The right to modify or adapt does not include the right to substantively edit or otherwise alter the meaning of the content. Quora shall notify Agency prior to the occurrence of any modifications, adaptations, changes or removals of Agency content outside of the presentation layer. Notwithstanding the foregoing, nothing in this Addendum shall result in an expansion of Agency 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.
M. Links to Third Party Sites, Services or Resources:
Quora will remove all Third Party links from the Agency Profile Page, as described in Paragraph E.
N. Uploading, deleting:
The Parties understand and agree that Agency is not obligated to place any content on the Quora site, and Agency reserves the right to remove any and all content placed within the Agency Profile Page by the Agency at Agency's sole discretion. For clarity, the Agency shall not have the ability to remove questions the Agency posts or any content created or published on the Quora site by third parties.
O. No endorsement:
Quora agrees that Agency seals, trademarks, logos, service marks, trade names, and the fact that Agency has a presence on the Quora site and use its services, shall not be used by Quora in such a manner as to state or imply that Quora's products or services are endorsed, sponsored or recommended by Agency 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 Agency, or for links to or promotion of such pages (e.g. within a suggested follow list, or highlighted profile list), Quora agrees not to display any Agency or government seals or logos on Quora's homepage or elsewhere on the Quora site, unless permission to do has been granted by Agency or by other relevant federal government authority. Quora may list the Agency's 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.
P. No business relationship created:
The Parties are independent entities in an independent contracting relationship and nothing in this Addendum or Quora ToS creates an agency, partnership, joint venture, or employer/employee relationship.
Q. No cost agreement:
Nothing in this Addendum or Quora ToS obligates Agency to expend appropriations or incur financial obligations. The Parties acknowledge and agree that none of the obligations arising from this Addendum or Quora ToS are contingent upon the payment of fees by one party to the other.
R. Provision of data:
Quora shall use its reasonable commercial efforts to provide Agency the data listed on Exhibit A during the term hereof related to Agency activity and the Agency account following the written request (which may be via email) of the Agency.
S. Separate future action for fee based services:
Quora provides services at a basic level free of charge to the public, but this may change in the future. Agency acknowledges that while Quora will provide Agency with some services and features for free, Quora reserves the right to begin charging for those services and features at some point in the future. Quora will provide Agency with at least 30 days advance notice of a change involving the charging of fees for the basic level of service. Agency also understands that Quora may currently offer other premium and enterprise services for a fee. The Parties understand that fee-based services are categorically different than free products, and are subject to federal procurement rules and processes. Before Agency decides to enter into a premium or enterprise subscription, or any other feebased service that Quora or alternative providers may offer now or in the future, Agency agrees to determine that Agency 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 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 Quora ToS 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.
Neither party may assign its obligations under this Addendum or the Quora ToS to any third party without prior written consent of the other, provided however that no such consent shall be required in the event of a transfer or assignment of all of a party's rights or obligations to a successor to substantially all of the assets or business of such party. Upon any such assignment, the assignee shall provide prompt written notice to the other party.
U. Posting and availability of this Amendment:
The Parties agree this Addendum contains no confidential or proprietary information, and either party may release it to the public upon request and to other agencies interested in using Quora's site and services. Any provision of the Quora ToS that could be read to require modifications to the Quora ToS to be posted on Quora's website is inapplicable, since this addendum is of limited, not general, application, and is otherwise waived for this special circumstance. No provisions of this Addendum shall be read to require any changes to the Quora ToS that Quora makes generally available to the public on its website.
Quora will, in good faith, exercise due diligence using generally accepted commercial business practices for IT security, with the goal of ensuring that systems are operated and maintained in a secure manner, and that management, operational and technical controls will be employed with the goal of ensuring security of systems and data. Recognizing the changing nature of the Web, Quora will continuously work with users with the goal of ensuring that its products and services meet users' requirements for the security of systems and data. Quora agrees to discuss in good faith implementing additional security controls as deemed necessary by Agency, in conformance with the Federal Information Security Management Act (FISMA).
W. 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 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
X. Restriction Against Disclosure:
Quora agrees, in the performance of this agreement, to keep non-public information furnished by Agency in the strictest confidence, said information being the sole property of Agency. Quora also agrees not to publish, reproduce or otherwise divulge such information, in whole or in part, in any manner or form, nor authorize or permit others to do so, taking reasonable measures as are necessary to restrict access to the information, while in his or her possession, to those employees who must have the information to perform the work provided herein on a "need to know" basis, and agrees to immediately notify Agency in writing, in the event Quora determines, or has reason to suspect, a breach of this requirement. Quora also agrees to notify Agency if it receives a request for Agency information and to not respond to such a request without Agency's consent, unless otherwise required by law.
Y. Entire Agreement; No Third Party Beneficiary.
This Agreement and the Quora TOS, to the extent it is not inconsistent with this agreement, comprise the entire agreement between the parties covering the subject matter hereof and is not intended to confer on any third party any rights or remedies hereunder.
Z. Additional Items for Discussion and Possible Inclusion in this Agreement:
Quora understands changes in federal law, regulation and policy may affect Agency's use of Quora's products and services in ways not addressed in the list of clauses above. Much depends on the nature of the products and services offered by the Quora (which may change from time to time), and how Agency intends to use those services (which also may change). The following are among the dynamic topics Agency may discuss with Quora and which may lead to the insertion of additional clauses in this Addendum subject to mutual agreement of the parties: privacy, accessibility, and security.
AA.Right to Cure.
Prior to any claim for breach of this agreement being made, the Agency agrees to provide Quora with reasonable notice of any alleged deficiencies in its performance and Quora shall have thirty days to cure any alleged defect in performance.
The following information and data related to the Agency Profile Page and each individual user employed by the Agency using the service on the Agency's behalf pursuant to Section B of this Agreement ("Agency User"):
- What Questions such Agency User is following (Question, but not the answers or other content)
- # count and names of who such Agency User is following
- # count (not names) of followers of such Agency User
- Messages posted by the Agency User
- Agency User "About" data contained on the Agency Profile Page
- Edits and comments made by the Agency User
- Questions asked and answered by the Agency User
- Votes made by the Agency User
- The following comments/votes in response to Agency User activity:If the Agency User started the question, then comments/#votes posted by othersIf the Agency User answers a question asked by a third party, then comments/#votes posted by others from the point of Agency User entry forward