Government Amendment

Previous version: the version effective 1 February 2020, replaced on 14 November 2026.

This Government Amendment (the Amendment) modifies, for a United States federal, state or local government customer (Government), whichever of these applies to it (the Agreement):

• the iVendNext Cloud Terms of Service;
• the CitiXsys Cloud Terms of Service;
• the CitiXsys Software License Agreement;
• a written agreement signed by CitiXsys that refers to this Amendment.

It modifies the Agreement only as far as needed to meet the restrictions and obligations that the law imposes on Government, without exception. Words defined in the Agreement have the same meaning here. Everything else in the Agreement stays in force.

1. Commercial products and services

The software, cloud services and documentation provided under the Agreement (the Products), and the related services, are commercial products and commercial services as defined in 48 C.F.R. §2.101, and the software and its documentation are commercial computer software and commercial computer software documentation. They are acquired consistent with 48 C.F.R. §12.212 (civilian agencies) and 48 C.F.R. §227.7202 (defense agencies), and Government receives only the rights the Agreement grants to every other customer.

2. Government purpose

Government uses the Products and related services only for a government purpose. Any other use is not covered by this Amendment, and the Agreement applies to it unmodified.

3. Indemnities, liability and limitation periods

Any indemnity the Agreement asks of Government applies only as far as the law expressly allows. Liability for a breach of the Agreement, or for a claim arising from it, is decided under the Contract Disputes Act, the Federal Tort Claims Act or the other federal or state law that governs Government. The federal limitation period, or where it applies the state one, applies to any breach or claim. In a dispute, Government agrees that we may bring a claim against it directly, as the law that governs Government allows, including where Government bought through a partner.

4. Renewals, payment and changes

4.1 Renewals. A renewal binds Government only when Government orders it, or confirms it in writing, with funds available. Any automatic renewal in the Agreement does not bind Government otherwise.

4.2 Payment. Government pays as the law that governs its payments requires (for a federal customer, the Prompt Payment Act). Any interest or late charge is due only as that law allows. We do not suspend or end the Agreement for non-payment except as the law that governs Government’s payments and disputes allows.

4.3 Changes to the Agreement. A change we make to the Agreement or to the policies it incorporates binds Government only once Government accepts it in writing, unless the change only adds to what we promise Government. Until then, the version Government accepted continues to apply.

5. Governing law

Any choice of law, forum or arbitration in the Agreement is waived. The Agreement and this Amendment are governed by the law that applies to Government, without regard to conflict-of-laws rules; where no such law applies, by the laws of the State of New York.

6. Ownership

Except as the Agreement expressly says, no rights in derivative works, inventions, products, modifications or documentation pass to Government or anyone else. We and our licensors keep all such rights.

7. Publicity

We may name Government as a customer in our promotional material as far as the General Services Administration Acquisition Regulation (552.203-71, Restriction on Advertising) and Government’s own rules allow. We never suggest that Government endorses the Products. Government may ask us to stop at the address the Agreement gives for this, and we stop within five business days.

8. Order of precedence

If this Amendment conflicts with the Agreement, or with any other terms, rules or policies on our websites or in the Products, this Amendment prevails.