SOFTWARE LICENSE AGREEMENT
This is a legal agreement (“AGREEMENT”) between you, the Licensed User, and Citrix Systems, Inc., Citrix Systems International GmbH, or Citrix Systems Asia Pacific Pty Ltd. Your location of receipt of this product or feature release (both hereinafter “PRODUCT”) determines the licensing entity hereunder (the applicable entity is hereinafter referred to as “CITRIX”). Citrix Systems, Inc., a Delaware corporation, licenses and supports this PRODUCT in the Americas and Japan. Citrix Systems International GmbH, a Swiss company wholly owned by Citrix Systems, Inc., licenses and supports this PRODUCT in Europe, the Middle East, Africa, Asia and the Pacific (excluding Japan). Citrix Systems Asia Pacific Pty Ltd. provides SUPPORT in Asia and the Pacific (excluding Japan).
BY DOWNLOADING OR INSTALLING THE SOFTWARE, OR USING THE EQUIPMENT THAT CONTAINS THIS SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.
The following terms govern your use of the Software except for certain third-party programs, including “open source” software, which are licensed separately as indicated below.
License. Subject to the terms and conditions of and except as otherwise provided in this Agreement, Citrix Systems, Inc. (“Citrix”) and its suppliers grant you (the “Customer”) a nonexclusive and nontransferable license to use the specific Citrix program modules, feature set(s) or feature(s) for which Customer has paid the required license fees (the "Software"), in object code form only, solely for your personal use or your internal business purpose. In addition, the foregoing license shall also be subject to each of the following limitations:
Unless otherwise expressly provided in the documentation, Customer shall use the Software solely as embedded in, for execution on, or (where the applicable documentation permits installation on non-Citrix equipment) for communication with Citrix equipment owned or leased by Customer;
Customer's use of the Software shall be limited to use on a single hardware chassis or single central processing unit, as applicable, or on such greater number of chassis or central processing units as Customer may have paid Citrix the required license fee;
Where Customer has purchased a high availability hardware sku, Customer’s use of the Software shall be limited to production use on only one chassis, with the second chassis being reserved for back-up of the first chassis only; and
Customer's use of the Software shall also be limited, as applicable, to the number of issued and outstanding IP addresses, central processing unit performance, number of ports, number of concurrent users, and any other restrictions set forth in Citrix’ product catalog for the Software.
NOTE: For evaluation or beta copies for which Citrix does not charge a license fee, the above requirement to pay a license fee does not apply.
General Limitations. Except as otherwise expressly provided under this Agreement, Customer shall have no right, and Customer specifically agrees not to:
(i) rent, share, lease, transfer, assign or sublicense its license rights to any other person, or use the Software on unauthorized or secondhand Citrix equipment, and any such attempted transfer, assignment or sublicense shall be void, except to a purchaser of substantially all of the business or assets of Customer that agrees to be bound by all of the terms and conditions of this Agreement.; (ii) make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or to permit third parties to do the same; or (iii) decompile, decrypt, reverse engineer, disassemble or otherwise reduce the Software to human-readable form to gain access to trade secrets or confidential information in the Software, except to the extent the foregoing restriction is expressly prohibited by applicable law; or (iv) use, copy, or distribute the Software without Citrix’ authorization, except that you may make one (1) copy of the Software for archival or back-up purposes only.
To the extent required by law, at Customer's request, Citrix shall provide Customer with the interface information needed to achieve interoperability between the Software and another independently created program, upon payment of Citrix’ applicable fee. Customer shall observe strict obligations of confidentiality with respect to such information, and accordingly shall not provide or disclose such information to any third party or use such information other than as expressly provided in this Agreement.
Ownership. The license granted hereunder does not constitute a transfer or sale of Citrix’ ownership rights in or to the Software. Except for the license rights granted above, Citrix retains all right, title and interest in and to the Software, including all intellectual property rights therein. The Software is protected by applicable intellectual property laws, including United States copyright laws and international treaties. With respect to infrastructure assessments or other consulting services, all intellectual property rights in all reports, preexisting works and derivative works of such preexisting works, as well as installation scripts and other deliverables and developments made, conceived, created, discovered, invented, or reduced to practice in the performance of the assessment or other consulting services are and shall remain the sole and absolute property of Citrix, subject to a worldwide, nonexclusive license to Customer for internal use.
Upgrades and Additional Copies. For purposes of this Agreement, the term "Software" shall include (and the terms and conditions of this Agreement shall apply to) any upgrades, updates, bug fixes or modified versions (collectively, "Upgrades") or backup copies of the Software licensed or provided to Customer by Citrix or an authorized distributor or reseller for which Customer has paid the applicable license fees. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT: (1) CUSTOMER HAS NO LICENSE OR RIGHT TO USE ANY SUCH ADDITIONAL COPIES OR UPGRADES UNLESS CUSTOMER, AT THE TIME OF ACQUIRING SUCH COPY OR UPGRADE, ALREADY HOLDS A VALID LICENSE TO THE ORIGINAL SOFTWARE AND HAS PAID THE APPLICABLE FEE FOR THE UPGRADE; AND (2) USE OF UPGRADES IS LIMITED TO CITRIX EQUIPMENT FOR WHICH CUSTOMER IS THE ORIGINAL END USER PURCHASER OR LESSEE OR WHO OTHERWISE HOLDS A VALID LICENSE TO USE THE SOFTWARE WHICH IS BEING UPGRADED.
Proprietary Notices. Customer agrees to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the Software in the same form and manner that such copyright and other proprietary notices are included on the Software. Except as expressly authorized in this Agreement, Customer shall not make any copies or duplicates of any Software without the prior written permission of Citrix. All permitted backup copies of the Software shall include all copyright, confidentiality, and proprietary notices that appear on the original.
Protection of Information; Confidentiality. Customer agrees that aspects of the Software and associated documentation, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of Citrix. Customer shall not disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of Citrix. Customer shall implement reasonable security measures to protect such trade secrets and copyrighted material. Customer shall immediately notify Citrix in the event of any unauthorized or suspected use or disclosure of the confidential information of Citrix.
Infringement Indemnification. Citrix shall indemnify and defend, or at its option, settle any claim, suit or proceeding brought against you based on an allegation that the SOFTWARE infringes upon any patent or copyright of any third party (“Infringement Claim”), provided you promptly notify Citrix in writing of your notification or discovery of an Infringement Claim such that Citrix is not prejudiced by any delay in such notification. Citrix will have sole control over the defense or settlement of any Infringement Claim and you will provide reasonable assistance in the defense of the same. Following notice of an Infringement Claim, or if Citrix believes such a claim is likely, Citrix may at its sole expense and option: (i) procure for you the right to continue to use the alleged infringing SOFTWARE; (ii) replace or modify the SOFTWARE to make it non-infringing; or (iii) accept return of the SOFTWARE and provide you with a refund as appropriate. Citrix assumes no liability for any Infringement Claims or allegations of infringement based on: (i) your use of any SOFTWARE after notice that you should cease use of such SOFTWARE due to an Infringement Claim; (ii) any modification of the SOFTWARE by you or at your direction; or (iii) your combination of SOFTWARE with non-Citrix programs, data, hardware, or other materials, if such Infringement Claim would have been avoided by the use of the SOFTWARE alone. THE FOREGOING STATES YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY INFRINGEMENT CLAIM.
Warranty and Disclaimer. Citrix warrants that, for a period of ninety (90) days from the date of delivery of the Software to Customer, the media on which the Software is furnished, if any, under normal use will be free from defects in materials and workmanship, and that the Software will perform substantially in accordance with the Citrix product documentation published by Citrix and included with the Software. Citrix and its suppliers’ entire liability and your exclusive remedy under this warranty (which is subject to you returning the Software to Citrix or an authorized reseller) will be, at the sole option of Citrix and subject to applicable law, to replace the media and/or Software or to refund the purchase price and terminate this Agreement.
EXCEPT AS EXPRESSLY AGREED BY CITRIX, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SOFTWARE OR AGAINST INFRINGEMENT. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE SHORTEST PERMISSABLE WARRANTY PERIOD.
Disclaimer of Liabilities. IN NO EVENT WILL CITRIX OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF CITRIX OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF SUCH EXCLUSIVE REMEDY.
IN NO EVENT SHALL CITRIX’ OR ITS SUPPLIERS' LIABILITY TO CUSTOMER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE PRICE PAID BY CUSTOMER. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER.
Term and Termination. This Agreement is effective until terminated. Customer may terminate this Agreement at any time by destroying all copies of Software including any documentation. Customer's license rights under this Agreement will terminate immediately without notice from Citrix if Customer fails to comply with any provision of this Agreement. Citrix’ rights and Customer’s obligations shall survive the termination of this Agreement. Upon termination of this Agreement, Customer shall certify in writing to Citrix that all copies of the Software, or any portion thereof, have either been returned to Citrix or otherwise destroyed or deleted from any of Customer computer libraries or storage devices.
Customer Records. Customer grants to Citrix and its independent accountants the right to examine Customer's books, records and accounts during Customer's normal business hours to verify compliance with this Agreement. In the event such audit discloses non-compliance with this Agreement, in addition to any other remedies that Citrix may have under applicable law, Customer shall promptly pay to Citrix the appropriate licensee fees.
Export. Software, including technical data, may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software. CUSTOMER MAY NOT EXPORT OR RE-EXPORT THE SOFTWARE WITHOUT THE PRIOR WRITTEN CONSENT OF CITRIX.
Restricted Rights. If Customer is acquiring the Software on behalf of any part of the United States Government, the following provisions apply. The Software and accompanying documentation are deemed to be "commercial computer software" and "commercial computer software documentation", respectively, pursuant to DFAR Section 227.7202 and FAR 12.212(b), as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Software and/or the accompanying documentation by the U.S. Government or any of its agencies shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement. Any technical data provided that is not covered by the above provisions is deemed to be "technical data commercial items” pursuant to DFAR Section 227.7015(a). Any use, modification, reproduction, release, performance, display or disclosure of such technical data shall be governed by the terms of DFAR Section 227.7015(b).
General. If licensor is Citrix Systems, Inc., this Agreement is governed by the laws of the State of Florida without reference to conflict of laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods, and in any dispute arising out of this Agreement, you consent to the exclusive personal jurisdiction and venue in the State and Federal courts within Broward County, Florida. If licensor is Citrix Systems International GmbH, this Agreement is governed by the laws of Switzerland without reference to the conflict of laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods, and in any dispute arising out of this Agreement, you consent to the exclusive personal jurisdiction and venue of the competent courts in the Canton of Zurich. If any portion hereof is found to be void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. Except as expressly provided herein, this Agreement constitutes the entire agreement between the parties with respect to the license of the Software and supersedes any conflicting or additional terms contained in the purchase order.
Open Source Software. The Open Source Software is composed of individual software components, each of which has its own copyright and its own applicable license conditions. You must review the licenses within the individual packages to understand your rights under them. The licenses can be found in the Open Source Licenses file accompanying this Agreement, other materials accompanying the Software package, the documentation or corresponding Open Source license files available at http://www.citrix.com. Copyrights to the Open Source Software are held by the copyright holders indicated in the copyright notices in the corresponding source files or in the Open Source Licenses file accompanying this Agreement or other materials accompanying the Software.