PER USE CASE
Last updated on May 5, 2015
Thank you for using the Citrix Ready Marketplace (the “Service”). By accessing or using the Service, you accept and agree to the following terms and conditions (the "Terms"). These Terms are in effect between you and Citrix Systems, Inc. (“Citrix”) as of the date you accept these Terms. IF YOU ACCEPT THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE "YOU" OR "YOUR" MEANS SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE SERVICE.
1. Changes to the Terms
Citrix may update or change these Terms from time to time in its sole discretion. Citrix recommends that you review these Terms on a regular basis. Your continued use of the Service after these Terms have changed constitutes your acceptance of these Terms as revised.
2. Use of the Service
2.1 Permission to Use the Service. Citrix grants you permission to use the Service subject to these Terms.
2.2 User Accounts. You must create an individual user account (a “User Account”) and provide certain information to access certain features of the Service. User Accounts are for designated users and cannot be shared or used by more than one user. You are responsible for keeping your password confidential and secure, and for any and all activities that occur under your User Account and any harm that such activities may cause to Citrix or the Service. You agree to notify Citrix immediately of any unauthorized use of your User Account. Citrix reserves the right to close your User Account at any time for any or no reason and without prior notice to you.
2.3 Changing the Service. Citrix reserves the right to modify, suspend or discontinue the Service (or any part thereof), either temporarily or permanently, at any time with or without prior notice to you. Citrix shall not be liable to you or any third party for any modification, suspension or discontinuation of the Service. Citrix has no express or implied obligation to provide or continue to provide the Service, or any part thereof, now or in the future.
2.4 Prohibited Uses of Service. You are responsible for your own conduct and content while using the Service and for any consequences thereof. You agree to use the Service only for purposes that are legal, proper and in accordance with these Terms and any applicable laws, policies or guidelines. By way of example, and without limiting the foregoing, you will not, and will not encourage, assist or permit others to use the Service to:
(a) Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
(b) Write a fake or defamatory review, trade reviews with others, or compensate another person or entity or be compensated by another person or entity to write or remove a review;
(c) Upload, post, email, transmit or otherwise make available through any of the features of the Service any content that is inappropriate, offensive, profane, vulgar, false, misleading, obscene, explicit, disparaging, defamatory, infringing, or unlawful, or that Citrix deems, in its sole discretion, to be otherwise objectionable;
(d) Upload, post, email, transmit or otherwise make available any content that violates any third party’s rights, including: (i) any breach of confidence, (ii) infringement of patent, trademark, copyright, trade secret, right of publicity or other proprietary right, and (iii) violation of privacy rights;
(e) Remove any copyright, trademark or other proprietary rights notices contained in or on the Service;
(f) Upload, post, email, transmit or otherwise make available content that promotes pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by applicable law, these Terms, or any applicable policies or guidelines;
(g) Impersonate another person or entity, or misrepresent your affiliation with a person or entity;
(h) Falsify or delete any author attributions, legal or other proper notices, or proprietary designations or labels of the origin or source of materials;
(i) Restrict or inhibit any other user from using and enjoying the Service;
(j) Frame, mirror or reformat any portion of the Service;
(k) Use any application or other automated device, process or means to engage in unauthorized retrieval, scraping, compilation or indexing of any portion of the Service or content provided therein;
(l) Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
(m) Create user accounts by automated means or under false or fraudulent pretenses;
(n) Engage in, promote or provide instructional information about activities which are illegal or which promote harm or injury against any group or individual;
(o) Transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature;
(p) Remove, circumvent, disable, damage, defeat or otherwise interfere with any access control or security-related features of the Service that enforce limitations on use of the Service or content provided therein.
2.5 Local Laws. If you are located outside of the United States, you agree to comply with all applicable local laws regarding online conduct and acceptable content.
2.6 Violation of These Terms by Other Users. While Citrix encourages you to notify Citrix if you believe another user of the Service has violated these Terms, Citrix reserves the right to investigate and take appropriate action at its sole discretion. Citrix is under no obligation to enforce these Terms on your behalf against another user.
3.1 Responsibility for Your Content. You are responsible for any applications, ratings, reviews, comments and all other forms of data or communication that you submit or transmit to, through or in connection with the Service for publication (“Your Content”). Once published, Your Content cannot always be withdrawn. You assume all risks associated with Your Content, including any other party’s reliance on its quality, accuracy or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable. You represent that you own, or have the necessary permissions to use and authorize the use of, Your Content. You may not state or imply that Your Content is in any way sponsored or endorsed by Citrix.
3.2 Citrix’s Right to Use Your Content. Citrix may use Your Content in a number of different ways including, but not limited to, publicly displaying it, reformatting it, incorporating it into other works such as marketing and promotional materials, creating derivative works from it and distributing it. You grant Citrix a non-exclusive, worldwide, royalty-free, perpetual, irrevocable and fully sublicenseable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display Your Content in any form, media or technology. You waive any moral rights that you may have in Your Content.
3.3 User Content. Ratings, reviews, comments and all other forms of data or communication submitted or transmitted to, through or in connection with the Service for publication by other users (“User Content”) do not necessarily reflect the views or opinions of Citrix, and Citrix takes no responsibility for User Content.
3.4 Removal of Content. Citrix may remove, screen, edit or reinstate Your Content and User Content from time to time in its sole discretion and without notice. Citrix has no obligation to retain or provide you with copies of Your Content or any User Content.
4.1 Your Content. As between you and Citrix, and except as provided otherwise in these Terms, you own all right, title and interest in and to all of Your Content. You will be solely responsible for the accuracy, quality, integrity and legality of Your Content and of the means by which you acquire Your Content.
4.2 Citrix Content and the Service. Citrix and its licensors own all right, title and interest in and to the data, communications and other content published by Citrix through or in connection with the Service (collectively, the “Citrix Content”) as well as all other elements and components of the Service including, but not limited to, features, graphics, design, compilation, software and aggregate user review ratings. Subject to the limited rights expressly granted under these Terms, Citrix and its licensors reserve all right, title and interest in and to the Citrix Content and the Service, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.
As part of using the Service, you may have the option to submit comments, suggestions and other feedback regarding the Service (collectively, “Feedback”). Citrix may want to use Feedback to improve or enhance the Service. You grant Citrix a worldwide, non-exclusive, royalty-free, transferable, sublicenseable, irrevocable and perpetual license to use, modify, publish and distribute such Feedback as well as to make, have made, distribute, sell, offer for sale, display, perform, create and otherwise exploit products and services that embody such Feedback for any purpose without restriction.
7. Third Party Sites and Applications
7.1 Third Party Sites. The Service includes links to third party websites which are provided solely for your convenience. Citrix does not endorse or make any representations about such third party websites. You agree that Citrix is not responsible for the availability or content of third party websites.
7.2 Third Party Applications. The Service includes the ability to test drive or install third party applications. These applications may transmit your data outside of the Service, and the third party providers of those applications may be able to obtain access to your data. That may result in the disclosure, modification or deletion of your data by those providers or their applications. Citrix is not responsible for any transmission, collection, disclosure, modification, use or deletion of your data, as described in this paragraph, by or through third-party applications or their providers.
You agree to indemnify, defend and hold harmless Citrix and its subsidiaries, affiliates, officers, employees, agents and representatives from and against any and all claims, demands, suits, actions, liabilities, damages, losses, costs, expenses and fees (including reasonable attorneys’ fees) (collectively, “Claim”) that such parties may incur arising from or in any way related to your use of the Service or violation of these Terms. Citrix will provide you with written notice of such Claim. Citrix reserves the right to assume the exclusive defense and control of any Claim, and in such case, you agree to cooperate with Citrix’s defense of such Claim. In no event may you agree to any settlement affecting Citrix without Citrix’s written consent.
9. Disclaimers; Limitation of Liability
9.1 Disclaimers. CITRIX PROVIDES THE SERVICE TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS.
a. CITRIX DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CITRIX MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, OR (v) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.
b. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
c. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CITRIX OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
9.2 Limitation of Liability. CITRIX SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CITRIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
9.3 Exclusions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF THIS SECTION 9 MAY NOT APPLY TO YOU.
10. Term and Termination.
10.1 Term and Termination. These Terms are effective on the date you accept and agree to these Terms and shall continue in force until Citrix terminates the Service.
10.2 Survival. Sections 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12 of these Terms shall survive any termination of your access to the Service, whether such access is terminated by Citrix or you voluntarily discontinue your use.
11. Choice of Law, Venue and Jurisdiction
These Terms as well as any claim, cause of action or dispute that might arise between you and Citrix arising from or related to your use of the Service are governed by the laws of the State of California without regard to its conflict of law provisions. You agree to the personal and exclusive jurisdiction of the courts in the county of Santa Clara, California.
12.1 Waiver and Severability of Terms. The failure of Citrix to exercise or enforce any right or provision of these Terms does not waive such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that: (a) the court should give effect to the parties' intentions as reflected in the provision, and (b) the other provisions of these Terms remain in full force and effect.
12.2 Export Compliance. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Service. Diversion contrary to U.S. law is prohibited. Without limiting the foregoing, you represent, warrant and covenant that (1) you are not, and are not acting on behalf of, (a) any person who is a citizen, national, or resident of, or who is controlled by the government of any country to which the United States has prohibited export transactions; or (b) any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List; and (2) you will not use the Service for, and will not permit the Service to be used for, any purposes prohibited by law, including, without limitation, for any prohibited development, design, manufacture or production of missiles or nuclear, chemical or biological weapons.
12.3 Relationship of the Parties. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between Citrix and you.
12.4 Limitations Period. Any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
12.5 Headings. The section headings in these Terms are for convenience only and have no legal or contractual effect.
12.6 No Third Party Beneficiaries. Nothing in these Terms is intended, nor will be deemed, to confer rights or remedies upon any third parties.
13. Entire Agreement
These Terms and the documents referenced herein are the entire agreement between you and Citrix governing your use of the Service, superseding any prior agreements between you and Citrix pertaining to this Service.