End User License Agreement / Redistribution License

CITRIX^® LICENSE AGREEMENT

This is a legal agreement (“AGREEMENT”) between you, the Licensed User (“You”) and Citrix Systems, Inc. or Citrix Systems International GmbH. Your location of receipt of this software development kit (hereinafter “SDK”) determines the licensing entity hereunder (the applicable entity is hereinafter referred to as “CITRIX”). Citrix Systems, Inc., a Delaware corporation, markets and supports this SDK in the Americas. Citrix Systems International GmbH, a Swiss company wholly owned by Citrix Systems, Inc., markets and supports this SDK in Europe, the Middle East, Africa, Asia, and the Pacific. BY USING THE SDK, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SDK.

1.       GRANT OF LICENSE. The SDK may include certain sample source code, tools, utilities, libraries, program interfaces, and text files relating to a CITRIX software product. CITRIX grants to the licensed user the following limited, nonexclusive and nontransferable rights to the SDK:

a.                   Grant.  CITRIX grants to You a nonexclusive and nontransferable license to use the SDK solely for the purpose(s) for which it is intended. Citrix hereby permits you to use, reproduce, modify, display, compile, sublicense and distribute all or any portion of SDK components intended for distribution, including libraries and sample source code, if any, provided that you remove any Citrix Copyright attribution. You agree that You will distribute any such components to Your end users pursuant to such license addendums as You customarily use to distribute other similar code of your own.

b.                   Support. You shall provide any required support for Your products to Your end users. 

2.     DESCRIPTION OF OTHER LIMITATIONS AND OBLIGATIONS. You agree that, except as specified in Section 1(a) above, You will not use the SDK for any other purpose.

You hereby agree, that to the extent that any applicable mandatory laws (such as, for example, national laws implementing EC Directive 91/250 on the Legal Protection of Computer Programs) give You the right to perform any of the aforementioned activities without CITRIX’ consent to gain certain information about the CITRIX SDK for purposes specified in the respective statutes, before You exercise any such rights, You shall first request such information from CITRIX in writing detailing the purpose for which You need the information. Only if and after CITRIX, at its sole discretion, partly or completely denies Your request, shall You exercise Your statutory rights. To the extent permitted by applicable law, you agree to allow CITRIX to audit your compliance with the terms of this AGREEMENT upon prior written notice during normal business hours.

3.     TO THE EXTENT PERMITTED BY APPLICABLE LAW, CITRIX AND ITS LICENSORS MAKE AND YOU RECEIVE NO WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND CITRIX AND ITS LICENSORS SPECIFICALLY DISCLAIM WITH RESPECT TO THE SDK 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 SDK IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE WITH ANY EQUIPMENT THE FAILURE OF WHICH COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. YOU ASSUME THE RESPONSIBILITY FOR THE SELECTION OF THE SDK AND RESULTS OBTAINED FROM IT.

4.     PROPRIETARY RIGHTS. No title to or ownership of the SDK are transferred to you. CITRIX and/or its licensors own and retain all title and ownership of all intellectual property rights in and to the SDK, including any adaptations or copies. You acquire only a limited license to use the SDK.

5.       EXPORT RESTRICTION. You agree that you will not export, reexport, or import the SDK in any form without the appropriate government licenses. You understand that under no circumstances may the SDK be exported to any country subject to U.S. embargo or to U.S.-designated denied persons or prohibited entities or U.S. specially designated nationals.

6.       LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT NEITHER CITRIX NOR ITS AFFILIATES, LICENSORS, 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 ARISING FROM YOUR USE OF THE SDK OR ANY OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF CITRIX, ITS AFFILIATES, LICENSORS, OR AUTHORIZED DISTRIBUTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LIABILITY OF CITRIX, ITS AFFILIATES, LICENSORS, OR AUTHORIZED DISTRIBUTORS EXCEED $100 U.S. 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 “CITRIX AFFILIATE” shall mean any legal entity fifty percent (50%) or more of the voting interests in which are owned directly or indirectly by Citrix Systems, Inc. Affiliates, licensors, and authorized distributors are intended to be third party beneficiaries of this AGREEMENT.

7.     TERMINATION. This AGREEMENT is effective until terminated. You may terminate this AGREEMENT at any time by destroying all copies of the SDK. CITRIX may terminate this AGREEMENT at any time for your breach of this AGREEMENT. Unauthorized copying of the SDK or the accompanying documentation or otherwise failing to comply with the license grant 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 and its licensors irreparable harm for which monetary damages alone would be inadequate and that, to the extent permitted by applicable law, CITRIX and its licensors shall be entitled to injunctive or equitable relief without the need for posting a bond. Upon termination of this AGREEMENT, the license granted herein will terminate and you must immediately destroy the SDK and accompanying documentation, and all back-up copies thereof.

8.       U.S. GOVERNMENT END USERS. If you are a U.S. Government agency, in accordance with Section 12.212 of the Federal Acquisition Regulation (48 CFR 12.212 (October 1995)) and Sections 227.7202-1 and 227.7202-3 of the Defense Federal Acquisition Regulation Supplement (48 CFR 227.7202-1, 227.7202-3 (June 1995)), you hereby acknowledge that the SDK constitutes “Commercial Computer Software” and that the use, duplication, and disclosure of the SDK 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. In the event that, for any reason, Sections 12.212, 227.7202-1 or 227.7202-3 are deemed not applicable, you hereby acknowledge that the Government’s right to use, duplicate, or disclose the SDK are “Restricted Rights” as defined in 48 CFR Section 52.227-19(c)(1) and (2) (June 1987), or DFARS 252.227-7014(a)(14) (June 1995), as applicable. Manufacturer is Citrix Systems, Inc.; 851 West Cypress Creek Road; Fort Lauderdale, Florida, 33309.

9.       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 or its licensors.

10.  CHOICE OF LAW AND VENUE. If licensor, as defined in the preamble of this AGREEMENT, is Citrix Systems, Inc., this AGREEMENT will be 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 will be 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 provision of this AGREEMENT is invalid or unenforceable under applicable law, it shall be to that extent 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.

11.  HOW TO CONTACT CITRIX. Should you have any questions concerning this AGREEMENT or want to contact CITRIX for any reason, write to CITRIX at the following address: Citrix Systems, Inc., Customer Service, 851 West Cypress Creek Road, Ft. Lauderdale, Florida 33309; or Citrix Systems International GmbH, Rheinweg 9, CH-8200 Schaffhausen, Switzerland.

12.  TRADEMARKS. Citrix is a registered trademark of Citrix Systems, Inc. in the U.S. and other countries.

From: CTX_code: SDK_R_ A52850