Citrix

TERMS OF SERVICE

 
Last Updated on February 15, 2014

These Terms of Service (“Terms”) are between the entity or entities specified in Section 10.12, individually and not jointly (“Citrix”), and the customer, on behalf of itself and its applicable Affiliates (“Customer”). The authorized party signing or electronically submitting the Order or accessing the Services represents that it has the authority to bind the Customer and understands and agrees to the Order, these Terms, and the applicable Service Descriptions (collectively the “Agreement”).

1.

DEFINITIONS. As used in the Agreement, the following defined terms shall apply:

1.1. Affiliate means, with respect to a party, any entity which directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means the power, directly or indirectly, to direct, or to cause the direction of, the management and policies of an entity, whether through majority ownership of voting securities or equity interests.

1.2. Audio Services means all audio services that are Ordered from and provided to Customer by Citrix Online Audio, LLC, the telecommunications provider responsible for the rates and terms relating to the audio services.

1.3. Customer Content means any files, documents and other information belonging to Customer or users as uploaded to Customer’s Service account for storage and/or sharing with third parties, and is not related to Citrix servicing or accessing Customer’s account.

1.4. Effective Date means the earlier of the date (i) Customer submits the initial Order, or (ii) as stated on the signature block of the Order.

1.5. Order or Services Order means any initial or subsequent ordering document and/or online request for access to the Services submitted to Citrix, a Citrix authorized reseller and/or through Citrix product websites.

1.6. Services means the generally available Citrix software-as-a-service offerings (“SaaS Services”) and Audio Services, as further described in the Service Descriptions.  Citrix may update the Services at any time and all Services set forth in the Service Descriptions may not be available to all Customers.

1.7. Service Descriptions means the overview and other terms applicable to the Services, as amended from time to time, and found at www.citrixonline.com/s/service_descriptions.

1.8. Updates means any corrections, bug fixes, new features or functions added to the Services, but shall not include any new versions that Citrix markets and sells separately.

1.9. Use Level means the model by which Citrix measures, prices and offers the Service to Customer as set forth on the applicable price list, websites, Order, and/or Service Description.

2.

RIGHTS.

2.1. Right to Use ServiceSubject to these Terms, Citrix will provide the Services set forth in the Order for Customer’s use in accordance with the Agreement and applicable Use Levels. Citrix hereby grants to Customer a limited, personal, non-exclusive, non-transferable, non-sublicensable right to use any components as may be required to access and use the Services. Citrix shall provide and Customer shall use the Services in accordance with the Citrix Privacy Policy (the “Privacy Policy”) and the Citrix anti-spam policy, each of which may be updated from time to time and can be viewed at www.citrixonline.com. Technical support for the Services is provided as set forth in the applicable Service Description.  Updates to the Services are included in the Fees.

2.2. Limitations on Use.  Except to the extent permitted by applicable law, Customer agrees, on behalf of itself and its users, not to (i) modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or attempt to decipher any code relating to the Services and/or Citrix technology; (ii) knowingly or negligently access or use the Services in a manner that abuses or disrupts the Citrix networks, security systems, user accounts, or Services of Citrix or any third party, or attempt to gain unauthorized access to any of the above through unauthorized means, (iii) transmit through or post on the Services any material that is deemed abusive, harassing, obscene, slanderous, fraudulent, libelous or otherwise objectionable or unlawful; (iv) market, offer to sell, and/or resell the Services to any unauthorized third party; (v) use the Services in violation of Citrix policies, applicable laws, ordinances or regulations; (vi) use the Services to send unsolicited or unauthorized advertising, junk mail, or spam; (vii) harvest, collect, or gather information or data regarding other users without their consent; (viii) transmit through or post on the Services any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright, data privacy or right of publicity; (ix) transmit or post on the Services any material that contains software viruses or other harmful or deleterious computer code, files or programs; (ix) use the Services directly or indirectly for competitive benchmarking or other competitive analysis if Customer is a direct competitor of the applicable Service; (x) submit to, or store in the Services, any Protected Health Information (“PHI”) unless Customer has complied with Section 5.1 below; or (xi) make any representations with respect to Citrix or this Agreement (including, without limitation, that Citrix is a warrantor or co-seller of any of Customer’s products and/or services). Citrix shall have sole and exclusive discretion to determine applicability of the restrictions set forth above and any violations thereof.

2.3. Proprietary Rights.  Except for the limited subscription rights granted herein, Customer has no right, title or interest in or to the Services or any components provided by Citrix in connection with the Services or any intellectual property rights related thereto. Customer acknowledges that Citrix or its licensors retain all proprietary right, title and interest in and to, or practiced in connection with, the Services and any components, including, without limitation, all modifications, enhancements, derivative works, configuration, translations, upgrades and interfaces thereto.

3.

ORDERS, FEES AND PAYMENT.

3.1. Orders.  Customer may Order Services using the Citrix then-current ordering processes.  All Orders are subject to acceptance by Citrix in its discretion.  All Customer information provided by or on behalf of Customer must be current, complete and accurate and Customer is responsible for keeping such information updated.  Order information is subject to automatic processing by Citrix for the purposes of managing Customer’s account.

3.2. Fees and Payment.  Customer is responsible for all fees applicable to the Services specified on the Order, including any one-time implementation fees (“Fees”). All Fees are due and payable as set forth in the Order, and if no payment terms are set forth on the Order, then Citrix will invoice Customer and payments are due thirty (30) days from the invoice date. Customer agrees to notify Citrix of any fee dispute within fifteen (15) days of the invoice date and Customer agrees to work in good faith to promptly resolve any dispute and pay fees within fifteen (15) days following resolution of the dispute.  When applicable, Customer authorizes Citrix (i) to take steps to determine whether a debit/credit card number provided is valid, and (ii) charge such card in accordance with the billing frequency specified in the Order. Citrix reserves the right to terminate this Agreement immediately in the event any payment information is found at any time to be inaccurate, incomplete and/or not current. Citrix shall not be responsible for any overdraft charges or other fees that may be incurred due to Citrix use of Customer’s card for payment hereunder.

3.3. Additional Services.  Customer may order additional Services at any time. Unless otherwise agreed in the applicable Order, any additional Services ordered by Customer following the Effective Date are subject to these Terms, and shall be coterminous with the Term for existing Services.

3.4. Late Payments.  Citrix reserves the right, in its discretion, to (i) suspend or terminate the Services or any portion thereof for non-payment of undisputed Fees, and (ii) impose a charge to restore archived data from delinquent accounts. Customer agrees to reimburse Citrix for all reasonable costs and expenses incurred in collecting delinquent amounts.

3.5. Taxes and Withholding.  Customer shall be responsible for all applicable taxes (including but not limited to withholding tax, sales tax, services tax, value-added tax (VAT), goods and services tax (GST), tariffs, Universal Services Fund (USF) fees (if applicable to the Audio Services only) and/or duties) (collectively, “Taxes”) imposed by any government entity or collecting agency based on the Services, except those Taxes based on Citrix net income, and/or those Taxes for which Customer has provided a certificate confirming Customer is otherwise exempt. If Customer fails to satisfy its Tax obligations herein, Customer agrees to reimburse Citrix for any Taxes paid on Customer’s behalf and indemnify and hold Citrix harmless against any claim, liability and/or penalties resulting therefrom.

3.6. Customer Accounts.  Citrix reserves the right to review Customer’s account to confirm compliance with applicable Use Levels, and to terminate or suspend Customer’s access for overuse and/or misuse. Customer agrees to pay for any overage in excess of permitted Use Levels. 

4.

TERM AND TERMINATION.

4.1. Term.  These Terms shall apply as long as any Order is in effect.  The period that Customer may access and use the Services (“Term”) shall be as specified in the Order and may include an initial period (“Initial Term”) and a renewal period (“Renewal Term”).  If no Term is specified in the Order, then the Initial Term shall commence on the Effective Date for a twelve (12) month period, and thereafter shall automatically renew for additional twelve (12) month Renewal Terms on each anniversary thereof, unless either party provides notice of non-renewal thirty (30) days prior to expiration of the then-current term.

4.2. Termination for Convenience.  During any Renewal Term, either party may terminate at any time with prior written notice and such termination shall be effective at the end of (i) thirty (30) days or (ii) Customer’s current billing cycle, whichever is earlier.  Customer must submit written notice of termination to Citrix at corporatecancellations@citrixonline.com or otherwise in accordance with the applicable Service Description.

4.3. Termination for Cause.  Either party may terminate the Agreement (i) if the other party breaches any of its material obligations under the Agreement and fails to cure within thirty (30) days of receipt of written notice from the non-breaching party, or (ii) if the other party becomes insolvent or bankrupt, liquidated or is dissolved, or ceases substantially all of its business, or (iii) immediately for a breach by Customer of Section 2 or Section 5.

4.4. Effect of Termination.  Upon termination of the Agreement for any reason, Customer will immediately discontinue all access and use of the Services. Citrix has no obligation to maintain Customer Content following termination and, in any event, will destroy or delete Customer Content within thirty (30) days of Customer request, subject to compliance with Citrix policies and applicable law. Neither party shall be liable for any damages resulting from termination of the Agreement; provided, however, termination shall not affect any claim arising prior to the effective termination date.

4.5. Survival.  The provisions of Sections 3 (Fees), 4.4 (Effect of Termination), 5 (Customer Content and Customer Accounts), 8 (Indemnification), 9 (Limitation of Liability), and 10.9 (Notices) shall survive any termination of the Agreement.

5.

CUSTOMER CONTENT AND CUSTOMER ACCOUNTS.

5.1. Customer Content. Customer retains all rights to any and all of its Customer Content and Citrix shall not own or license any data, content, information or material in such Customer Content. Each party shall apply reasonable technical, organizational and administrative security measures to keep Customer Content protected in accordance with industry standards, and Customer shall retain a current copy of Customer Content outside the Services. Citrix will not monitor Customer’s or its user’s use of the Services, and Citrix will not view, access or process any Customer Content, except: (i) for the sole purpose of providing the Services, (ii) as directed or instructed by Customer and its users, and/or (iii) for compliance with Citrix policies, applicable law, regulation, or governmental request. Customer shall comply with all intellectual property laws related to the Customer Content and legal duties applicable to Customer as a data controller by virtue of the submission or storage of Customer Content within the Services, including providing all information or notices Customer is required by law to provide to users and obtain consent of the users, where required.  Customer and its users are not permitted to submit to or store any PHI in the Services unless Customer has notified Citrix at least thirty (30) days in advance at privacy@sharefile.com, and purchased the applicable PHI service offering. If such offering differs from Customer’s existing Service, the then-current version of the Business Associate Agreement (“BAA”) posted at http://www.citrix.com/buy/licensing/agreements.html is hereby incorporated herein by reference and applies to all such PHI. The BAA may be updated by Citrix at its sole discretion from time to time without notice (as noted by its last updated date) and will be posted online.  Notwithstanding anything to the contrary, this Section expresses the entirety of Citrix obligations with respect to Customer Content.

5.2. Customer Accounts.  Customer is solely responsible for (i) the configuration of Customer’s Services account, (ii) the operation, performance and security of Customer’s equipment, networks and other computing resources used to connect to the Services,  (iii) ensuring all users exit or log off from the Services at the end of each session, (iv) maintaining the confidentiality of Customer’s accounts, user id’s, conference codes, passwords and personal identification numbers used in conjunction with the Services, and (v) all uses of the Services by Customer and its users. Citrix reserves the right to suspend the Services or terminate the Agreement if Customer misuses or otherwise shares login information among users. Customer will notify Citrix immediately of any unauthorized use of its account or any other breach of security. Citrix will not be liable for any loss that Customer may incur as a result of a third party using its password or account, and Customer may be held liable for any such losses incurred by Citrix and/or another party.

6.

COMPLIANCE WITH LAWS.  In connection with the performance, access and use of the Services under the Agreement, each party agrees to comply with all applicable laws, rules and regulations including, but not limited to, export and import, data protection, and privacy laws and regulations.  Specifically, Customer shall provide the relevant persons and/or participants with all information or notices Customer is required by applicable privacy and data protection laws to provide and, if necessary, obtain the consent of or provide choices to such persons and/or participants as required. Notwithstanding any other provision in this Agreement, Citrix shall have the right to immediately terminate this Agreement for noncompliance with applicable laws.

7.

WARRANTIES.  CITRIX WARRANTS THAT THE SERVICES WILL CONFORM TO THE SERVICE DESCRIPTIONS UNDER NORMAL USE. CITRIX DOES NOT REPRESENT OR WARRANT THAT (I) THE USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, OR (III) ERRORS OR DEFECTS WILL BE CORRECTED. CITRIX ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY UNDER THIS WARRANTY WILL BE, AT CITRIX SOLE OPTION AND SUBJECT TO APPLICABLE LAW, TO PROVIDE CONFORMING SERVICE OR TO TERMINATE THE NON-CONFORMING SERVICES AND THIS AGREEMENT OR THE APPLICABLE ORDER, AND PROVIDE A PRO-RATED REFUND OF ANY PREPAID FEES FROM THE PERIOD OF NON-CONFORMANCE THROUGH THE END OF  THE REMAINING TERM. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CITRIX DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMERS LOCATED IN SUCH JURISDICTIONS.

8.

INDEMNIFICATION.

8.1. Indemnification by Citrix.  Subject to Sections 8.2. and 8.3. below, Citrix shall indemnify and defend Customer against any third party Infringement Claim brought against Customer, and pay reasonable attorney’s fees, court costs, damages finally awarded, or reasonable settlement costs with respect to such Infringement Claim; provided that: (i) Customer promptly notifies Citrix in writing of an Infringement Claim such that Citrix is not prejudiced by any delay of such notification; (ii) Citrix will have sole control over the defense and any settlement of any Infringement Claim; and (iii) Customer will provide reasonable assistance in the defense of same. Citrix will reimburse Customer for reasonable expenses incurred in providing such assistance.  Citrix shall not enter into any settlement agreement which imposes any obligation on Customer without Customer’s prior written consent.  For the purposes of this Agreement, “Infringement Claim” means any claim, suit or proceeding brought against a Customer based on an allegation that the Services, as used by Customer in accordance with this Agreement and the applicable documentation, infringes upon any patent, copyright or violates any trade secret rights of any third party.

8.2. Infringement Cures.  If Customer’s use of any of the Services is, or in Citrix’s opinion is likely to be, enjoined as a result of an Infringement Claim, Citrix shall, at its sole option and expense, either (i) procure for Customer the right to continue to use the Services as contemplated herein, or (ii) replace or modify the Services to make their use non-infringing without degradation in performance or a material reduction in functionality.  If options (i) and (ii) above are not reasonably available, Citrix may, in its sole discretion and upon written notice to Customer, terminate this Agreement, cancel access to the Services and refund to Customer any prepaid, but unused Fees.

8.3. Limitation. Citrix assumes no liability, and shall have no liability, for any Infringement Claim based on (i) Customer’s access to and/or use of the Services following notice of an Infringement Claim; (ii) any modification of the Services by Customer or at its direction; (iii) Customer’s combination of the Services with third party programs, services, data, hardware, or other materials; or (iv) any trademark or copyright infringement involving any marking or branding not applied by Citrix or involving any marking or branding applied at Customer’s request.

8.4. Exclusive Remedy. THE FOREGOING STATES CITRIX SOLE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY WITH RESPECT TO ANY INFRINGEMENT CLAIM HEREUNDER.

8.5. Indemnification by Customer.  Customer shall indemnify and defend Citrix against any third party claim brought against Citrix resulting from a breach of Section 2.2 or 5.2 or alleging that any Customer Content submitted by Customer infringes upon any patent or copyright, or violates trade secret or privacy rights of any party, and shall pay reasonable attorney’s fees, court costs, damages finally awarded, or reasonable settlement costs with respect to any such claim; provided that: (i) Citrix promptly notifies Customer in writing of such a claim such that Customer is not prejudiced by any delay of such notification, (ii) Customer will have sole control over the defense and any settlement of any such claim, and (iii) Citrix will provide reasonable assistance in the defense of same. Customer will reimburse Citrix for reasonable expenses incurred in providing such assistance.  Citrix may participate in the defense or settlement of such a claim with counsel of its own choice and at its own expense; however, Citrix shall not enter into any settlement agreement or otherwise settle any such claim without Customer’s express prior written consent.

9.

LIMITATION ON LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR RELATING TO: (i) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR VIOLATION OF STATUTE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY. EXCEPT FOR (a) A PARTY’S INDEMNIFICATION OBLIGATIONS (b) A BREACH BY CUSTOMER OF SECTIONS 2 OR 5, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY AND THEIR RESPECTIVE LICENSORS AND SUPPLIERS ARISING OUT OF THIS AGREEMENT AND/OR THE TERMINATION THEREOF, SHALL BE LIMITED TO THE SUM OF THE AMOUNTS PAID FOR THE APPLICABLE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE FOREGOING SHALL NOT LIMIT CUSTOMER’S OBLIGATIONS TO PAY ANY FEES AND/OR OTHER SUMS DUE UNDER ANY ORDER.

10.   ADDITIONAL TERMS.

10.1. Services Trial.  Citrix may make the Services available to Customer on a trial basis or offer promotional versions of the Services for a limited period of time (“Trial Period”), as specified on the applicable Order.  The Trial Period shall terminate (i) at the end of the stated Trial Period, or (ii) if no such date is specified, thirty (30) days from the date of Customer’s initial access to the Services. Following expiration of the Trial Period, the Services may automatically continue unless cancelled by Customer, and Customer is responsible for payment of the applicable Fees set forth in the Order.  During the Trial Period, Citrix provides the Services “AS IS” and without warranty or indemnity, to the extent permitted by law, and all other terms of this Agreement otherwise apply.  Citrix reserves the right to modify or discontinue any trials or promotions at any time without notice.

10.2. Copyright.  In the event Customer believes that the Services have been used in a manner that constitutes copyright infringement, Customer shall notify Citrix in writing at: Citrix Copyright Agent, Citrix Online, LLC, 7414 Hollister Avenue, Goleta, CA  93117 USA, and provide all of the following information, as required by the Digital Millennium Copyright Act ("DMCA"): (i) a statement that Customer has identified content in the Services that infringes a copyright of a third party for whom Customer is authorized to act; (ii) a description of the copyrighted work Customer claims has been infringed; (iii) a specific description of where the allegedly infringing material is located in the Services, including a URL or exact description of the content's location; (iv) Customer’s name, address, telephone number, and e-mail address; (v) a statement that Customer has a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use); (vi) a statement that, under penalty of perjury, the information in Customer’s notice is accurate and that Customer is authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; and (vii) Customer’s electronic or scanned physical signature.  Citrix reserves the right to delete or disable allegedly infringing content, to terminate the accounts of users who are repeat infringers, and to forward the information in the copyright-infringement notice to the user who allegedly provided the infringing content.

10.3. Cookies.  By using the Services or websites, Customer agrees to the use of cookies which Citrix uses to facilitate use of the Services and website.  Citrix does not store passwords or any other Customer personal information in the cookies, and Citrix does not sell, trade or rent any Customer personal information to unaffiliated third parties. More information about Citrix use of cookies is contained in the Privacy Policy: www.citrixonline.com.

10.4. Suspension of Service.  Citrix may temporarily suspend the Services if Citrix determines, in its sole discretion, that continued provision would compromise the security of the Services due to, without limitation, hacking attempts, denial of service attacks, mail bombs or other malicious activities, and Citrix will take action to promptly resolve any such security issues.  Citrix agrees to notify Customer of any such suspension and subsequent reactivation of the Services.

10.5. High-Risk Use.  Customer acknowledges that the Services are not designed or intended for access and/or use in or during high-risk activities, including but not limited to: medical procedures; on-line control of aircraft, air traffic, aircraft navigation or aircraft communications; or the design, construction, operation or maintenance of any nuclear facility.  Customer understands that the Services do not allow and should not be used for calls to emergency services numbers (e.g., in the United States 911, or in the United Kingdom 999 and 112).  Citrix expressly disclaims any express or implied warranty of fitness for such purposes.

10.6. Recordings.  Certain Services provide functionality that allows a Customer to record audio and data shared during collaboration sessions.  Customer is solely responsible for complying with all federal, state, and local laws in the relevant jurisdiction when using recording functionality.  Citrix expressly disclaims all liability with respect to Customer's recording of audio and/or shared data while using the Services, and Customer releases and agrees to hold Citrix harmless from and against any damages or liabilities related to the recording of any audio and/or data.

10.7. Voice and Data Charges; Customer Connectivity.  Customer is responsible for all fees and charges imposed by Customer’s telephone carriers, wireless providers, and other voice and/or data transmission providers for voice and/or data transmission used to access and use the Services. If Customer’s broadband connection and/or telephone service fails, or Customer experiences a power failure, the Services may also cease to function due to reasons outside of Citrix control.

10.8. Assignment.  Neither party may assign its rights or delegate its duties under this Agreement either in whole or in part without the other party’s prior written consent, which  shall not be unreasonably withheld, except that either party may assign this Agreement as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets. Any attempted assignment without such consent shall be void. This Agreement will bind and inure to the benefit of each party’s successors or assigns.   

10.9. Notices.  All legal notices required under this Agreement shall be in writing and delivered in person or by certified or registered express mail to the address last designated on the account for Customer, and the Citrix contracting entity as specified below, or such other address as either party may specify by notice to the other party as provided herein. Notice shall be deemed given (i) upon personal delivery; (ii) if delivered by air courier or email, upon confirmation of receipt; or (iii) five (5) days after deposit in the mail. Non-legal notices may be provided to the email address specified on the applicable Order and shall be deemed effective on the next business day following the date and time stamp on the sender’s email.  Citrix may also provide Customer with notice postings on the Citrix website.  A copy of all Customer legal notices must also be sent to Citrix Legal Department, 7414 Hollister Avenue, Goleta, California 93117 USA.

10.10. Entire Agreement; Order of Precedence.  This Agreement sets forth the entire agreement and understanding of the parties relating to the Services and supersedes all prior and contemporaneous oral and written agreements. For any conflict between an executed Order, the Service Descriptions and these Terms, the conflict shall be resolved in that order, but only for the specific Services described in the applicable Order.  For any conflict between these Terms and any BAA, this Agreement shall control.  Nothing contained in any document submitted by Customer shall in any way add to or otherwise modify the Agreement or Citrix program terms. The Terms may be updated by Citrix from time to time without notice (but will be identified by its last updated date) and may be reviewed at www.citrixonline.com.  Customer’s continued access to and use of the Service constitutes acceptance of the then-current Terms. 

10.11. General Terms.  Captions and headings are used herein for convenience only, are not a part of this Agreement, and shall not be used in interpreting or construing this Agreement. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, franchise, joint venture, agency, fiduciary or employment relationship between or among the parties. No person or entity not a party to this Agreement will be deemed to be a third party beneficiary of this Agreement or any provision hereof. Citrix authorized resellers and distributors do not have the right to make modifications to this Agreement or to make any additional representations, commitments, or warranties binding on Citrix.  No waiver or amendment of any term or condition of this Agreement shall be valid or binding on any party unless agreed to in writing by each party. Citrix failure to enforce any term of this Agreement will not be construed as a waiver of the right to enforce any such terms in the future. Unless otherwise specified, remedies are cumulative. This Agreement may be executed by electronic signature and in one or more counterparts. No party will be responsible for any delay, interruption or other failure to perform under this Agreement due to force majeure events and acts beyond a party’s reasonable control, but only for so long as such conditions persist.  Force majeure events may include: natural disasters; wars; terrorist activities, activities of local exchange carriers, telephone carriers, wireless carriers, and Internet service providers, labor disputes; and acts of government.

10.12. Contracting Party, Choice of Law and Location for Resolving Disputes.  The applicable Citrix contracting entity, notice address, governing law and jurisdiction will depend on where the Customer is domiciled as set forth below, the channel through which the purchase was made, and the specific Services ordered or used.  If Customer purchases the Services through Citrix Systems or its channel (e.g. Citrix Solution Advisor or other authorized Citrix channel partner), then the Citrix Systems entities listed below shall apply:

Customer Domicile Contracting Entity Notice address: ** Governing law: Governing venue:
North, South or Central America, or the Caribbean (“Americas”)

Citrix Online LLC
7414 Hollister Avenue
Goleta, CA 93117, U.S.A.

OR

Citrix Systems, Inc.
851 West Cypress Creek Rd.
Ft. Lauderdale, Florida 33309

Global Customer Support
7414 Hollister Avenue
Goleta, CA 93117, U.S.A.

OR

Citrix Systems, Inc., 851 West Cypress Creek Rd., Ft. Lauderdale, Florida 33309

California and controlling United States federal law

If purchased through Citrix Systems: Florida and controlling United States federal law

Santa Clara County, California, U.S.A.

If purchased through Citrix Systems: Broward County, Florida, U.S.A.

For Audio Services:

Citrix Online Audio LLC
499 Washington Boulevard
Suite 1401
Jersey City, NJ 07310, U.S.A.

AUDIO SERVICES ARE PROVIDED BY CITRIX ONLINE AUDIO LLC.  CITRIX ONLINE LLC IS AN AGENT OF CITRIX ONLINE AUDIO LLC FOR CERTAIN LIMITED PURPOSES IN CONNECTION WITH THE SERVICES PROVIDED TO CUSTOMER.

Global Customer Support
7414 Hollister Avenue
Goleta, CA 93117, U.S.A.
California and controlling United States federal law Santa Clara County, California, U.S.A.
Europe, Middle East or Africa

Citrix Online UK Limited

Registration no.: 06469720

VAT no.: GB928999931

Registered address:

Chalfont Park House, Chalfont Park, Gerrards Cross
Bucks SL9 0DZ
United Kingdom

Citrix Systems International, GmbH, Rheinweg 9, CH-8200 Schaffhausen, Switzerland

Global Customer Support

Chalfont Park House, Chalfont Park, Gerrards Cross, Bucks  SL9 0DZ
United Kingdom

Citrix Systems International, GmbH, Rheinweg 9, CH-8200 Schaffhausen, Switzerland

England and Wales

If purchased through Citrix Systems: Switzerland

In each case without reference to the conflict of laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods

England and Wales

If purchased through Citrix Systems: Canton of Zurich

Asia or Pacific region

Citrix Online Aus Pty Ltd.
Level 3, 1 Julius Avenue
North Ryde NSW 2113
Australia

ABN no.: 47 130 063 642

Citrix Systems Asia Pacific Pty Ltd., Level 3, 1 Julius Ave., Riverside Corporate Park, North Ryde NSW 2113, Sydney, Australia

Global Customer Support

Level 3, 1 Julius Avenue, North Ryde, NSW 2113
Australia

Citrix Systems Asia Pacific Pty Ltd., Level 3, 1 Julius Ave., Riverside Corporate Park, North Ryde NSW 2113, Sydney, Australia

Global Customer Support

Level 3, 1 Julius Avenue, North Ryde, NSW 2113
Australia

Citrix Systems Asia Pacific Pty Ltd., Level 3, 1 Julius Ave., Riverside Corporate Park, North Ryde NSW 2113, Sydney, Australia

New South Wales

If purchased through Citrix Systems: New South Wales

 

* For Customers domiciled in the United Kingdom, if Citrix UK Limited is unable to resolve a complaint satisfactorily, Customer may be able to make a complaint through the Office of the Telecommunications Ombudsman (Otelo, http://www.otelo.org.uk), an independent alternative dispute resolution scheme of which Citrix UK Limited is a registered member, which will conduct a detailed case review and make an independent third-party decision or recommendation.
 
* For Customers domiciled in France, the following additional terms apply:  “All requested Customer information on the Order and in the Agreement is compulsory and necessary for processing Customer’s file.  Customer is hereby informed that its personal data is subject to automatic processing by Citrix UK Limited for the management of Customer’s file. Customer may ask for access to and rectification of Customer’s personal data.”
 
* For Customers domiciled in Germany, Customer agrees that it shall utilize the Services only for business or professional use and shall enter into a legal transaction with Citrix UK Limited only in such capacity.  If Customer wants to initiate out-of-court dispute resolution mechanisms according to the provisions of the Telecommunications Act and its executive regulations Customer may submit an application to the German Federal Network Agency, Bonn, Germany.
 
** Notwithstanding the notice provisions above, all notices for non-renewal must be sent to the email address in Section 4.2 of this Agreement.

 

Product Support Portal: http://support.citrixonline.com/
Email: support@citrixonline.com