U.S. Federal Government Amendment

1. Purpose and applicability

This Amendment modifies the Talk Python Training Terms of Service (the "Terms") where the customer is an agency or instrumentality of the United States federal government (the "Government"). It exists because several provisions customary in commercial terms of service cannot lawfully bind the Government, and a contracting officer would otherwise have to identify and reconcile each one before an order could proceed.

This Amendment applies automatically. No signature, negotiation, or separate agreement is required for its terms to take effect on a qualifying order.

Scope

This Amendment applies to orders placed by purchase order or by invoice directly with PDX Web Properties, LLC, where PDX Web Properties, LLC is the seller of record.

2. Order of precedence

Where this Amendment conflicts with the Terms, this Amendment controls. Where either conflicts with federal law or the Federal Acquisition Regulation (FAR), federal law and the FAR control.

Consistent with FAR 52.212-4(u), any provision of the Terms that is inconsistent with federal law is unenforceable against the Government and is deemed deleted, whether or not it is enumerated below. The enumeration in Section 3 is provided for clarity and is not exhaustive.

3. Modifications to the Terms

1. Indemnification by the Government

   Any provision requiring the customer to defend, indemnify, or hold harmless PDX Web Properties, LLC is deleted in its entirety. The Government may not enter into an open-ended indemnity, which would obligate funds in advance of and in excess of appropriations contrary to the Anti-Deficiency Act, 31 U.S.C. § 1341.

2. Governing law and venue

   Any provision designating the law of a particular state, or a particular state or local court as the venue for disputes, is deleted. This Amendment and any order placed under it are governed by the laws of the United States. Litigation involving the Government is reserved to the United States Department of Justice under 28 U.S.C. § 516.

3. Disputes

   Disputes arising under or relating to an order are resolved in accordance with the Contract Disputes Act, 41 U.S.C. §§ 7101 through 7109, and the FAR Disputes clause. Any provision requiring binding arbitration, mediation as a precondition to relief, waiver of jury trial, or resolution in any other forum is deleted.

4. Automatic renewal and future-year obligations

   Any provision providing for automatic renewal, automatic extension, or automatic recurring payment is deleted. No order obligates the Government beyond funds available in the current fiscal year, and no renewal occurs without a new order issued by a warranted contracting officer.

   This is a limited concern for this product in practice: course licenses purchased from Talk Python Training are perpetual, with no renewal date and no subscription to lapse.

5. Unilateral changes to terms

   Any provision permitting PDX Web Properties, LLC to modify the Terms unilaterally, including by posting a revised version, is deleted as applied to the Government. The Terms as amended by this document, in the version in effect on the date of the order, govern that order. Subsequent changes do not apply retroactively and do not bind the Government absent bilateral modification executed by a warranted contracting officer.

6. Payment, interest, and late charges

   Any provision imposing late fees, finance charges, interest, or collection costs is deleted. Payment terms and any interest for late payment are governed by the Prompt Payment Act, 31 U.S.C. §§ 3901 through 3907, and its implementing regulations.

7. Taxes

   Any provision requiring the customer to pay or reimburse state or local sales, use, or excise taxes is deleted. The Government is immune from such taxation, and prices are exclusive of taxes from which the Government is exempt.

8. Termination and suspension

   Any provision permitting immediate termination or suspension of service for convenience, or on notice periods inconsistent with the FAR, is modified so that the FAR Termination clauses applicable to the order govern. Access already purchased is not suspended for non-payment where payment is pending under Prompt Payment Act timelines.

9. Limitation of liability

   Any limitation or exclusion of liability is enforceable only to the extent consistent with federal law. Nothing in the Terms limits any right or remedy available to the Government under federal law or the FAR.

10. Attorneys' fees and costs

    Any provision requiring the Government to pay the attorneys' fees, costs, or expenses of PDX Web Properties, LLC is deleted. Award of fees and costs is governed by the Equal Access to Justice Act and other applicable federal law.

11. Equitable relief

    Any provision by which the customer consents in advance to injunctive or other equitable relief, or waives the requirement of a bond, is deleted.

12. Assignment

    Assignment of claims by the Government is governed by the Assignment of Claims Act, 31 U.S.C. § 3727 and 41 U.S.C. § 6305. Any provision inconsistent with those statutes is deleted.

13. Audit and access

    Any provision granting PDX Web Properties, LLC a right to audit Government systems, records, or facilities is deleted. Audit rights are governed by the FAR clauses applicable to the order.

14. Government data and rights in data

    Rights in data furnished by the Government are governed by the FAR 52.227 series clauses applicable to the order. Any provision granting PDX Web Properties, LLC ownership of, or a license to exploit, Government data beyond what is necessary to provide the service is deleted.

15. Publicity

    PDX Web Properties, LLC will not use the name, seal, insignia, or logo of any Government agency, or identify any agency as a customer in advertising or promotional material, without the prior written consent of that agency.

16. Confidentiality and disclosure obligations

    Any confidentiality obligation imposed on the customer is modified to the extent necessary for the Government to comply with the Freedom of Information Act, the Federal Records Act, and other applicable disclosure and recordkeeping obligations. The Government is not in breach for a disclosure required by law.

17. Compliance and third-party terms

    Any provision incorporating third-party terms by reference, or requiring the customer to agree to terms not published at the time of order, does not bind the Government unless those terms were provided to and accepted by the contracting officer.

4. Provisions that remain in effect

Except as modified above, the Terms remain in full force. In particular, the license grant, the perpetual nature of course access, the scope of permitted use, and the refund policy apply to Government orders on the same basis as to any other customer.

5. Procurement information

6. Questions

Contracting officers with questions about this Amendment, or who require terms not addressed here, should contact sales@talkpython.fm.