Last Revised: January 1, 2019
CITRIX LICENSE AGREEMENT
This is a legal agreement ("AGREEMENT") between the end-user customer ("you"), and the providing Citrix entity (the
applicable providing entity is hereinafter referred to as "CITRIX"). This AGREEMENT includes the Data Processing
Agreement, the Citrix Services Security Exhibit and any other documents incorporated herein by reference. Your
location of receipt of the Citrix product (hereinafter "PRODUCT") and maintenance (hereinafter "MAINTENANCE")
determines the providing entity as identified at https://www.citrix.com/buy/licensing/citrix-providing-entities.html. BY
INSTALLING AND/OR USING THE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS
AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL AND/OR
USE THE PRODUCT. Nothing contained in any purchase order or any other document submitted by you shall in any
way modify or add to the terms and conditions contained in this AGREEMENT.
1.

PRODUCT LICENSES.
a. End User Licenses. Citrix hereby grants Customer a non-exclusive worldwide license to use the software in a
software PRODUCT and the software installed in an appliance PRODUCT under the license models identified
at https://www.citrix.com/buy/licensing/product.html. Unless otherwise noted, each product license may be
loaded on only a single license server, appliance or appliance instance, as applicable. Any experimental features
delivered with such software will be identified and are licensed only for internal testing purposes.
Notwithstanding anything set forth in this AGREEMENT or at the referenced website, your use of open source
software shall in all ways be exclusively governed by the open source license indicated as applicable to the code
at https://www.citrix.com/buy/licensing/open-source.html. Your license to software in a Software or Appliance
PRODUCT will be activated by license keys that allow use of the PRODUCT in increments defined by the
license model purchased ("License Keys"). "Software" means a Citrix proprietary and/or open source software
program in object code form licensed hereunder. "Appliance" means a hardware appliance with installed
Software. License Keys for other CITRIX products or other editions of the same PRODUCT may not be used to
increase the allowable use for your edition of the PRODUCT.
b. Partner Demo. If a Software PRODUCT is labeled "Partner Demo," notwithstanding any term to the contrary in
this AGREEMENT, your license permits use only if you are a current CITRIX authorized distributor or reseller,
and then only for demonstration, test, or evaluation purposes in support of your end-user customers, and not for
any other purpose, including without limitation customer training or production purposes. Note that a Partner
Demo PRODUCT may disable itself upon the expiration of the License Key. In no event may a Partner Demo
PRODUCT be used beyond expiration.
c. Evaluation. If a PRODUCT is labeled "Evaluation," notwithstanding any term to the contrary in this
AGREEMENT, your license permits use only if you are an end-user customer and then only for your internal
demonstration, test, or evaluation purposes, and not for any other purpose, including without limitation
production purposes. Your license is for ninety (90) days with no right to MAINTENANCE, the Limited
Warranty, or Infringement Indemnification. Note that an Evaluation PRODUCT may disable itself upon the
expiration of the License Key. In no event may an Evaluation PRODUCT be used beyond expiration. If the
Evaluation PRODUCT is an appliance, it must be returned upon such expiration.
d. Archive Copy. You may make one (1) copy of the software in a Software or Appliance PRODUCT in
machine-readable form solely for backup, provided that you reproduce all proprietary notices on the copy.

2.

MAINTENANCE. The MAINTENANCE plan applicable to this PRODUCT is identified at
https://www.citrix.com/buy/licensing/product.html and plan entitlements and requirements are explained at
https://www.citrix.com/support/programs.html. Entitlements may include cloud services that shall be delivered
under the terms of the End User Services Agreement at https://www.citrix.com/buy/licensing/agreements.html.
MAINTENANCE is required at the time of PRODUCT purchase and must be purchased separately.
MAINTENANCE is available for an initial one (1) year term and may automatically renew or be extended by your
purchase of available annual renewals (the "MAINTENANCE Term"). The MAINTENANCE offering you
purchase determines how renewals work. In the event your offering includes automatic renewals, should you wish to

^Lallow MAINTENANCE to expire at the end of your then current term, you must provide Citrix thirty (30) days
advance written notice. MAINTENANCE for a Software or Appliance PRODUCT begins upon delivery of the
License Keys. During the initial or a renewal MAINTENANCE Term, CITRIX will make any Updates for the
PRODUCT covered by the plan available to you. An "Update" shall mean a generally available release of the same
edition of the Software for the same PRODUCT that Citrix may make available from time to time. CITRIX is not
obligated to make any Updates available. Updates shall be subject to the terms of this AGREEMENT, except that
Updates are not covered by the Limited Warranty applicable to the PRODUCT, to the extent permitted by applicable
law. You acknowledge that CITRIX may develop and market new or different software or appliance offerings or
editions of the PRODUCT that use portions of the PRODUCT and that perform all or part of the functions
performed by the PRODUCT. Nothing contained in this AGREEMENT shall give you any rights with respect to
such new or different offerings or editions. The MAINTENANCE plan may be purchased for the PRODUCT until it
is no longer offered in accordance with the applicable CITRIX PRODUCT Lifecycle Support Policy posted at
https://www.citrix.com/support/product-lifecycle.html. Any deliveries of Updates shall be electronic. The
MAINTENANCE plan includes technical support, and may include online services, and, for hardware only, an
extended hardware warranty, as stated at https://www.citrix.com/support/programs.html. The offering you purchase
determines your entitlement and usage rights. In addition to your MAINTENANCE plan, you may also purchase
CITRIX consulting services as may be available (including installation services, remote monitoring services or
technical consulting). CITRIX' provision of technical support or consulting services is predicated upon the following
responsibilities being fulfilled by you: (i) you will designate a primary administrative contact for technical support;
(ii) you agree to perform reasonable problem determination activities and reasonable problem resolution activities as
suggested by CITRIX; (iii) you are responsible for implementing procedures necessary to safeguard the integrity and
security of software and data from unauthorized access and for reconstructing any lost or altered files resulting from
catastrophic failures; (iv) you are responsible for procuring, installing, and maintaining all equipment, telephone
lines, communications interfaces, and other hardware at your site and providing CITRIX with access to your
facilities as required to operate the PRODUCT and permitting CITRIX to perform the service; and (v) you are
required to implement all currently available and applicable software hotfixes, hotfix rollup packs, and service packs
or their equivalent for the PRODUCT in a timely manner. CITRIX is not required to provide any technical support
for problems arising out of: (i) your or any third party's alterations or additions to the PRODUCT, operating system
or environment; (ii) CITRIX provided alterations or additions to the PRODUCT that do not address Errors or
Defects; (iii) any functionality not defined in the user documentation published by CITRIX and included with the
PRODUCT (hereinafter "Documentation"); (iv) use of a Software PRODUCT on a processor or peripherals other
than the processor and peripherals defined in the Documentation; (v) any PRODUCT that has reached End-of-Life;
and (vi) any consulting deliverables from CITRIX, you or any third party. An "Error" is defined as a failure in the
PRODUCT to materially conform to the functionality defined in the Documentation. A "Defect" is defined as a
failure in the PRODUCT to conform to the specifications in the Documentation. In situations where CITRIX cannot
provide a satisfactory resolution to your critical problem through normal technical support methods, CITRIX may
engage its product development team to create a private fix. Private fixes are designed to address your specific
situation and may not be further distributed by you. CITRIX retains all right, title, and interest in and to all fixes,
packs and their equivalent. Any private fixes are not provided as part of the PRODUCT under the terms of this
AGREEMENT and they are not covered by the Limited Warranty or Infringement Indemnification applicable to the
PRODUCT, to the extent permitted by applicable law. With respect to CITRIX consulting services, all intellectual
property rights in all deliverables, pre-existing works and derivative works of such pre-existing works, as well as
developments made, conceived, created, discovered, invented, or reduced to practice in the performance of the
consulting services are and shall remain the sole and absolute property of CITRIX, subject to a worldwide,
non-exclusive license to you for internal use.
3.

DESCRIPTION OF OTHER RIGHTS, LIMITATIONS, AND OBLIGATIONS. Except as expressly set forth in
Section 13, you may not transfer, rent, timeshare, grant rights in or lease the PRODUCT except to the extent such
foregoing restriction is prohibited by applicable mandatory law. Any attempt to do so in violation of this prohibition
shall be void. If you purchased or otherwise received replacement License Keys as part of a PRODUCT upgrade or
trade-up, or a new product release with new product licenses under MAINTENANCE, you agree to destroy the
original License Keys and retain no copies after installation of the new License Keys and PRODUCT. Solely for the
purpose of migrating users, you are permitted a ninety (90) day grace period to run both your new and old License
Keys in production. This period begins with your purchase of the upgrade or trade-up, or with your download of the

^Lnew release under MAINTENANCE. You shall provide the serial numbers of the original License Keys and
corresponding replacement License Keys to the reseller and, upon request, directly to CITRIX, for tracking
purposes. In the event you make a transfer of the PRODUCT in the EU or EER, to the extent permitted by law and
notwithstanding the terms of this AGREEMENT, you must uninstall the PRODUCT and License Keys, cease your
use, transfer them to the transferee and retain no copies. You are responsible for ensuring that the transferee accepts
the terms of this AGREEMENT. You must provide evidence that the conditions for a lawful transfer of the
PRODUCT are met. All Limited Warranty, MAINTENANCE and Infringement Indemnification rights will
terminate automatically upon such transfer and will not be available to the transferee, including the ability to
purchase MAINTENANCE. You must comply with applicable export laws with respect to such a transfer. You may
not modify, translate, reverse engineer, decompile, disassemble, create derivative works based on or copy the
PRODUCT, except as expressly licensed in this AGREEMENT or to the extent such foregoing restriction is
expressly prohibited by applicable mandatory law. You may not remove any proprietary notices, labels or marks on
the PRODUCT. If you are a Citrix competitor for the relevant PRODUCT, you may not use the PRODUCT directly
or indirectly for competitive benchmarking or other competitive analysis, unless permitted under applicable law.
Notwithstanding the foregoing, this AGREEMENT shall not prevent or restrict you from exercising additional or
different rights to any portions of the PRODUCT that are open source software. To the extent permitted by
applicable law, you agree to allow CITRIX to audit your compliance pursuant to the terms explained at:
https://www.citrix.com/about/legal/product-license-compliance.html. With respect to your purchase of a product
trade-up or upgrade, or your implementation of a product release with new product licenses under
MAINTENANCE, you are permitted a 90-day grace period to run both your new and the old PRODUCT licenses in
production. This period runs from your purchase of the trade-up or upgrade, and from your download of the new
release under your MAINTENANCE program. You agree to destroy the old licenses and retain no copies after the
grace period. Certain PRODUCTS include a license overdraft feature that enables you to use a limited number of
additional licenses to prevent access denial. Any overdraft feature is offered as a convenience, not as a license
entitlement. Any overdraft licenses used must be purchased within thirty (30) days of first use. Note that a
PRODUCT may be provided with identified experimental features which are not part of the PRODUCT and which
are not covered by MAINTENANCE and the Limited Warranty. Such features are offered "AS IS" and may never
become part of the PRODUCT or any CITRIX commercial product. Citrix makes no representations or certifications
with respect to experimental features.
ALL RIGHTS IN THE PRODUCT NOT EXPRESSLY GRANTED ARE RESERVED BY CITRIX OR ITS
LICENSORS. CITRIX and/or its licensors own and retain all title and ownership of all intellectual property rights in
and to the PRODUCT, including any adaptations, modifications, translations, derivative works or copies, and any
relating to the design, manufacture, or operation of the same.
4.

INFRINGEMENT INDEMNIFICATION. In the event of any claim, suit, or proceeding brought against you based
on an allegation that a PRODUCT, experimental features or consulting deliverable hereunder (excluding open
source software) infringes upon any patent, copyright or trade secret of any third party ("Infringement Claim"),
CITRIX shall defend, or at its option, settle, such Infringement Claim, and shall pay all costs (including reasonable
attorney's fees) associated with the defense of such Infringement Claim, and all damages finally awarded or
settlements undertaken by CITRIX in resolution of such Infringement Claim, provided you: (i) 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; (ii) give CITRIX sole control over the defense or settlement of the Infringement
Claim; and (iii) 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 PRODUCT, experimental feature or consulting deliverable; (ii)
replace or modify the PRODUCT, experimental feature or consulting deliverable to make it non-infringing; or (iii)
accept return of the PRODUCT, experimental feature or consulting deliverable and, for the PRODUCT, provide you
with a prorated refund for the PRODUCT, using a three (3) year straight line depreciation basis for the PRODUCT,
or, for the consulting deliverable, refund payments made for the deliverable. CITRIX assumes no liability, and shall
have no liability, for any Infringement Claims or allegations of infringement based on: (i) your use of any
PRODUCT, experimental feature or consulting deliverable after notice that you should cease use of such
PRODUCT, experimental feature or consulting deliverable due to an Infringement Claim; (ii) any modification of
the PRODUCT, experimental feature or consulting deliverable by you or at your direction; (iii) your combination of

^Lthe PRODUCT, experimental feature or consulting deliverable with non-CITRIX hardware, software, services, data
or other content or materials if such Infringement Claim would have been avoided by the use of the PRODUCT,
experimental feature or consulting deliverable alone. THE FOREGOING STATES YOUR EXCLUSIVE REMEDY
WITH RESPECT TO ANY INFRINGEMENT CLAIM OR ALLEGATION OF INFRINGEMENT.

LIMITED WARRANTY AND DISCLAIMER. CITRIX warrants that for a period of ninety (90) days from delivery
of the License Keys, the software in a Software or Appliance PRODUCT will perform substantially in accordance
with the PRODUCT's Documentation. Citrix warrants that for a period of one (1) year from delivery of the License
Keys, the hardware in an Appliance PRODUCT, will be free from defects in material and workmanship in normal
use. This hardware warranty does not cover any of the following: (i) improper installation, maintenance, adjustment,
repair or modification by Customer or a third party; (ii) misuse, neglect, or any other cause other than ordinary use,
including without limitation, accidents or acts of God; (iii) improper environment, excessive or inadequate heating
or air conditioning, electrical power failures, surges, water damage or other irregularities; (iv) third party software or
software drivers; or (v) damage to hardware during shipment of an Appliance PRODUCT. CITRIX and its licensors'
and suppliers' ("SUPPLIERS'") entire liability and your exclusive remedy under this software or hardware warranty
(which is subject to your return of the PRODUCT to CITRIX or an authorized reseller) will be, at the sole option of
CITRIX and subject to applicable law, to replace the PRODUCT or to refund the purchase price and terminate your
license to any software on the PRODUCT. CITRIX will provide MAINTENANCE (including consulting services, if
purchased separately) in a professional and workmanlike manner, but CITRIX cannot guarantee that every question
or problem raised by you will be resolved or resolved in a certain amount of time. Citrix does not warrant in any
form the results or achievements of the PRODUCT, technical support, consulting services or related deliverables.
With respect to technical support, CITRIX' and its SUPPLIERS' entire liability and your exclusive remedy under
this warranty is re-performance of the services. With respect to consulting services, CITRIX' and its SUPPLIERS'
entire liability and your exclusive remedy under this warranty is re-performance of the services or, if re-performance
is not possible or conforming, refund of amounts paid for the non-conforming services.
TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR THE ABOVE LIMITED
WARRANTY, CITRIX AND ITS SUPPLIERS MAKE AND YOU RECEIVE NO WARRANTIES OR
CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE; AND CITRIX AND ITS SUPPLIERS
SPECIFICALLY DISCLAIM WITH RESPECT TO THE PRODUCT, ANY EXPERIMENTAL FEATURES,
MAINTENANCE AND ANY OTHER SOFTWARE OR SERVICE DELIVERED HEREUNDER, ANY
CONDITIONS OF QUALITY, AVAILABILITY, RELIABILITY, SECURITY, LACK OF VIRUSES, BUGS, OR
ERRORS, AND ANY IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY
OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, MERCHANTABILITY, NONINFRINGEMENT, OR
FITNESS FOR A PARTICULAR PURPOSE. THE PRODUCT AND MAINENANCE ARE NOT DESIGNED,
MANUFACTURED, DELIVERED OR INTENDED FOR ANY USE WHERE FAILURE COULD LEAD
DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
YOU ASSUME RESPONSIBILITY FOR THEIR SELECTION TO ACHIEVE YOUR INTENDED RESULTS,
AND FOR THEIR INSTALLATION, USE, AND RESULTS OBTAINED THEREFROM.

6.

DATA PROTECTION AND GDPR COMPLIANCE. Citrix agrees to deal with personal data relevant to Customer's
end-users in accordance with applicable data protection laws and regulations and the following: (a) with respect to
personal data provided in connection with sales and marketing activities or use of Citrix websites, the Citrix Privacy
Policy at https://www.citrix.com/about/legal/privacy/; (b) with respect to any personal information of European
Union residents processed in connection with services, the Data Processing Agreement at
https://www.citrix.com/buy/licensing/citrix-data-processing-agreement.html ("European Union General Data
Protection Regulation Terms"); and (c) with respect to services, the Citrix Services Security Exhibit at
https://www.citrix.com/buy/licensing/citrix-services-security-exhibit.html. Customer agrees to provide any notices
and obtain any consent necessary for Citrix to access and process personal and other data as specified in this
Agreement. The Privacy Policy, the Data Processing Agreement and the Citrix Services Security Exhibit are
incorporated herein by reference.

7.

EXPORT RESTRICTION. You agree that you will not export, re-export, or import the PRODUCT,
MAINTENANCE or any other software or service delivered hereunder in any form without the appropriate

^Lgovernment licenses. You understand that under no circumstances may the PRODUCT, MAINTENANCE or any
other software or service delivered hereunder be exported to: (i) any country subject to U.S. embargo, (ii)
U.S.-designated denied persons or prohibited entities, or (iii) U.S. specially designated nationals.
8.

LIMITATION OF LIABILITY. EXCEPT FOR CITRIX' INDEMNIFICATION OBLIGATIONS EXPRESSLY
SET FORTH IN SECTION 4, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE
THAT NEITHER CITRIX NOR ITS AFFILIATES, SUPPLIERS, OR AUTHORIZED DISTRIBUTORS SHALL
BE LIABLE FOR ANY LOSS OF DATA OR PRIVACY, LOSS OF INCOME, LOSS OF OPPORTUNITY OR
PROFITS, COST OF RECOVERY, LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY,
ARISING FROM YOUR USE OF THE PRODUCT, EXPERIMENTAL FEATURES, EVALUATION PRODUCT,
MAINTENANCE OR ANY OTHER SOFTWARE OR SERVICE DELIVERED HEREUNDER, OR DAMAGE
ARISING FROM YOUR USE OF THIRD PARTY PRODUCTS OR HARDWARE, OR ANY SPECIAL,
INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT, OR YOUR EXPORTATION, REEXPORTATION, OR IMPORTATION OF ANY
OR ALL OF THE SAME. THIS LIMITATION WILL APPLY EVEN IF CITRIX, ITS AFFILIATES, SUPPLIERS,
OR AUTHORIZED DISTRIBUTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
AND THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. EXCEPT FOR CITRIX' INDEMNIFICATION
OBLIGATIONS
EXPRESSLY
SET
FORTH
IN
SECTION
4
(UNLESS
NOTED
AT
https://www.citrix.com/buy/licensing/product.html), AND TO THE EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF CITRIX, ITS AFFILIATES,
SUPPLIERS, OR AUTHORIZED DISTRIBUTORS EXCEED THE AMOUNT PAID FOR THE PRODUCT,
MAINTENANCE TERM, CONSULTING DELIVERABLE OR ANY OTHER SOFTWARE OR SERVICE
DELIVERED HEREUNDER AT ISSUE. TOTAL AGGREGATE LIABILITY IS LIMITED TO $100.00US FOR
ANY EXPERIMENTAL FEATURES OR ANY EVALUATION PRODUCT. YOU ACKNOWLEDGE THAT
THE PRODUCT AND MAINTENANCE FEES REFLECT THESE ALLOCATIONS OF RISK. SOME
JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL
OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO
YOU. For purposes of this AGREEMENT, the term "AFFILIATE" shall mean any entity that controls, is under
common control with, or is controlled by CITRIX, where "control" means the ownership, direct or indirect, of a
majority of CITRIX' stock or other interest entitled allowing the owner to direct the affairs of CITRIX.
AFFILIATES, suppliers, and authorized distributors are intended to be third party beneficiaries of this
AGREEMENT.

9.

TERMINATION AND SURVIVAL. This AGREEMENT is effective until terminated. You may terminate this
AGREEMENT at any time by removing the software of your Software PRODUCT(s) from your computers and
destroying all copies, and by removing the software of your Appliance PRODUCT(s) from the hardware, and then
providing written notice to CITRIX with the serial numbers of your License Keys. CITRIX may terminate this
AGREEMENT at any time for your breach of this AGREEMENT. Unauthorized copying of the software in a
Software or Appliance PRODUCT or the Documentation or otherwise failing to comply with the license grant or
restrictions of this AGREEMENT will result in automatic termination of this AGREEMENT and will make
available to CITRIX all other legal remedies. You agree and acknowledge that your material breach of this
AGREEMENT shall cause CITRIX irreparable harm for which monetary damages alone would be inadequate and
that, to the extent permitted by applicable law, CITRIX shall be entitled to injunctive or equitable relief without the
need for posting a bond. Upon termination of this AGREEMENT, the PRODUCT licenses granted hereunder will
terminate and you must immediately destroy the software in a Software or Appliance PRODUCT and the
Documentation, and all backup copies thereof. Any termination of consulting services is subject to the applicable
scope definition, and you shall pay for services provided prior to the termination. All purchases are final with no
right of return, and neither CITRIX nor any reseller or distributor will be obligated to pay, nor will you be due, any
refund of amounts paid by you, other than under the Limited Warranty or Infringement Indemnification terms of this
AGREEMENT. All purchases are subject to applicable taxes. Those provisions of this AGREEMENT, which are
intended by the parties to survive, shall survive termination of this AGREEMENT, including without limitation, the
Limitation of Liability terms.

^L10. U.S. GOVERNMENT END-USERS. If you are a U.S. Government agency, you hereby acknowledge and agree that
the software in a Software or Appliance PRODUCT constitutes "Commercial Computer Software" as defined in
Section 2.101 of the Federal Acquisition Regulation ("FAR"), 48 CFR 2.101. Therefore, in accordance with Section
12.212 of the FAR (48 CFR 12.212), and Sections 227.7202-1 and 227.7202-3 of the Defense Federal Acquisition
Regulation Supplement ("DFARS") (48 CFR 227.7202-1 and 227.7202-3), the use, duplication, and disclosure of
the software and related Documentation by the U.S. Government or any of its agencies is governed by, and is
subject to, all of the terms, conditions, restrictions, and limitations set forth in this standard commercial license
AGREEMENT. If, for any reason, FAR 12.212 or DFARS 227.7202-1 or 227.7202-3 or these license terms are
deemed not applicable, you hereby acknowledge that the Government's right to use, duplicate, or disclose the
software and related Documentation are "Restricted Rights" as defined in 48 CFR Section 52.227-14(a) (May 2014)
or DFARS 252.227-7014(a)(15) (Feb 2014), as applicable. Manufacturer is Citrix Systems, Inc., 851 West Cypress
Creek Road, Fort Lauderdale, Florida 33309.
11. AUTHORIZED DISTRIBUTORS AND RESELLERS. CITRIX authorized distributors and resellers do not have the
right to make modifications to this AGREEMENT or to make any additional representations, commitments, or
warranties binding on CITRIX.
12. CHOICE OF LAW AND VENUE. The location of your providing entity will determine the choice of law and venue
as identified at https://www.citrix.com/buy/licensing/citrix-providing-entities.html. If any provision of this
AGREEMENT is invalid or unenforceable under applicable law, it shall be to that extent be deemed omitted and the
remaining provisions will continue in full force and effect. To the extent a provision is deemed omitted, the parties
agree to comply with the remaining terms of this AGREEMENT in a manner consistent with the original intent of
the AGREEMENT. No waiver is effective unless signed by the party to be bound.
13. ASSIGNMENT AND SUBCONTRACTING. Neither party hereto may assign this AGREEMENT, or any rights or
obligations under it except as permitted by law or as set forth below, without the prior written consent of the other
party, unless assigned to a successor in interest, or pursuant to a merger, corporate reorganization, or a sale or
transfer of all or substantially all of the party's assets. You shall provide notice to CITRIX upon completion of any
permitted assignment. In addition, you may assign this AGREEMENT to a majority-owned affiliate, and CITRIX
may assign this AGREEMENT, or any rights or obligations under it to any AFFILIATE or any third party acquiring
or otherwise assuming part of the business of CITRIX or any of its AFFILIATES. Subject to this restriction, this
AGREEMENT will be binding upon and inure to the benefit of the parties hereto, their successors and assigns.
CITRIX may use subcontractors to provide services to you under this AGREEMENT, but CITRIX shall remain
responsible to you for the performance of the services.
14. FORCE MAJEURE. CITRIX and/or any of its AFFILIATES shall not be liable for any delay or failure to perform
any obligation under this AGREEMENT where the delay or failure results from any cause beyond its/their
reasonable control, including without limitation: (i) acts of God; (ii) electrical power failures or surges; (iii) utilities
or other telecommunications failures; (iv) storms or other elements of nature; or (v) terrorism or acts of war; but
only for so long as such condition exists.
15. HOW TO CONTACT CITRIX. Should you have any questions concerning this AGREEMENT or want to contact
CITRIX for any reason, write to CITRIX Customer Service at the address identified at
https://www.citrix.com/buy/licensing/citrix-providing-entities.html.
16. TRADEMARKS. This AGREEMENT does not grant you the right to use any CITRIX trade or service mark. For
information
about
proper
permitted
usage
of
CITRIX
trademarks
please
see:
http://www.citrix.com/about/legal/brand-guidelines.html.
CTX_code: EULA 01/01/2019-1