changes.
| | *CITRIX(R) LICENSE AGREEMENT* |
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| | 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 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 software development kit (hereinafter "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. |
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| | 1. GRANT OF LICENSE. The SDK includes certain example source code, tools, utilities, libraries, program interfaces and text files relating to a Citrix software product ("Citrix Deliverables"). CITRIX grants to the licensed user the following limited, non-exclusive and non-transferable rights to the SDK: |
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| | a. Use of the Citrix Deliverables. Citrix grants to You a nonexclusive and nontransferable license to adapt and use the Citrix ICA binary client software and source code fragments, including updates, solely to enable Your products to connect to and communicate with the relevant Citrix software product. Further, Citrix grants to You a nonexclusive and nontransferable license to adapt and use the other Citrix Deliverables for the purpose(s) solely for which they are intended. |
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| | b. License to Distribute. Citrix grants to You the right to copy and distribute Citrix Deliverables intended for distribution with Your Products, excluding source code fragments, but including but not limited to exact copies of documentation, with such Products. You agree that You will distribute such Citrix Deliverables and Products to Your end users pursuant to such license addendums as You customarily use to distribute other similar products. Except as permitted in this Addendum, You shall contractually prohibit Your end users from: (\i\) using, copying (except as necessary for back-up or archival purposes or to the extent expressly permitted by applicable law and to the extent that Citrix is not permitted by that applicable law to exclude or limit such rights), modifying, or transferring the Citrix Deliverables or Products or any copy in whole or in part, or granting any rights in the Citrix Deliverables or Products; (ii) translating, reverse engineering, decompiling, disassembling, or creating derivative works based on the Citrix Deliverables or Products; or (iii) renting or leasing the Citrix Deliverables or Products. |
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| | c. Support. You shall provide support for the Citrix Deliverables and Products to Your end users. |
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| | 2. DESCRIPTION OF OTHER LIMITATIONS AND OBLIGATIONS. For all Citrix Deliverables --- You agree to treat those portions of the Citrix Deliverables not authorized for distribution as confidential. Each party's obligation under this Section shall survive the expiration or earlier termination of this Agreement and shall extend to the earlier of such time as the information protected hereby falls into the public domain through no fault of the obligated party or five (5) years following Your receipt of the Citrix Deliverables. Notwithstanding the foregoing, with respect to source code fragments in the Citrix Deliverables, You agree to hold them in strict confidence in perpetuity. You agree that, except as specified in Section 1 above, You will not use the Citrix Deliverables for any other purpose and will not translate, reverse engineer, decompile, disassemble or otherwise alter the Citrix Deliverables. You further agree that You shall not modify or remove functions or copyright or patent notices in the Citrix Deliverables, except as may be authorized by this Addendum or as may be authorized by Citrix in writing. |
| | 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's consent in order to gain certain information about the Citrix Deliverables 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. |
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| | 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 AND CITRIX DELIVERABLES 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 CITRIX DELIVERABLES AND RESULTS OBTAINED FROM THEM. |
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| | 4. PROPRIETARY RIGHTS. No title to or ownership of the software is 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 and Citrix Deliverables, including any adaptations or copies. You acquire only a limited license to use the software. |
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| | 5. EXPORT RESTRICTION. You agree that you will not export, re-export or import the SDK or Citrix Deliverables in any form without the appropriate government licenses. You understand that under no circumstances may the SDK or Citrix Deliverables be exported to any country subject to US embargo or to US designated denied persons or prohibited entities or US specially designated nationals. |
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| | 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 CITRIX DELIVERABLES OR DAMAGE ARISING FROM YOUR PARTICIPATION IN HOSTING OR USE OF THIRD PARTY PRODUCTS 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 US. 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. |
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| | 7. TERMINATION. This AGREEMENT is effective until terminated. You may terminate this AGREEMENT at any time by destroying all copies of the SDK and Citrix Deliverables and providing written notice to Citrix. Citrix may terminate this AGREEMENT at any time for your breach of this AGREEMENT. Unauthorized copying of the SDK or Citrix Deliverables 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. |
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| | 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 SOFTWARE constitutes "Commercial Computer Software" and that the use, duplication, and disclosure of the SOFTWARE 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 SOFTWARE 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. |
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| | 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, then 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. |
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| | 11. HOW TO CONTACT CITRIX. Should you have any questions concerning this AGREEMENT, or wish to contact Citrix for any reason, please 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. |
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| | 12. TRADEMARKS. Citrix and MetaFrame are registered trademarks of Citrix Systems, Inc., in the US and other countries. |
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| | CTX_code: SDK_R_ A52850 |
