Last Revised: October 4, 2019
As used in this Agreement, the following defined terms shall apply:
1.1. Application means any software application, product, service, tool or website that you develop, own or operate to interact with the Citrix APIs.
1.2. Citrix means the providing Citrix entity specified at https://www.citrix.com/buy/licensing/citrix-providing-entities.html.
1.3. Citrix APIs means any form of application programming interface that Citrix makes available, including all associated tools, elements, components, and executables, and any related documentation or sample code that Citrix makes available to help enable your access.
1.4. Citrix Marks means any name, logo or mark belonging to Citrix and/or its subsidiaries and affiliates.
1.5. Confidential Information means any information of or relating to Citrix that becomes known to you through disclosure, observation or otherwise, and that either is designated as confidential by Citrix, by its nature would be generally deemed to be confidential information, or that is not generally known or readily ascertainable to the public, including without limitation nonpublic information regarding the Citrix APIs, the Products or Citrix applications, products, data, ideas, inventions, features, software, techniques, technology, trade secrets, and business and financial information.
1.6. Products means Citrix products or Citrix software-as-a-service offerings, whether generally available or otherwise, including any components provided with them, and updates.
2.1. API License. Subject to the terms and conditions of this Agreement, Citrix grants you a limited, revocable, non exclusive, non-sublicensable, non transferable license to access and use the Citrix APIs (i) to develop, test and support your Application, and (ii) to enable end users of your Application to connect to and communicate with the applicable Products. Your use, through your Application or otherwise, of the Products through the Citrix APIs is also subject to the terms of Citrix’s End-User Services Agreement (“EUSA”) or End-User License Agreement (“EULA”), as applicable, as amended from time to time.
2.2. Citrix Marks License. Subject to the terms and conditions of this Agreement, Citrix grants you a limited, revocable, non exclusive, non-sublicensable, non transferable license to display the applicable Citrix Marks as permitted by the Citrix Trademark & Copyright Guidelines, and solely as necessary to enable end users of your Application to connect to and communicate with the applicable Products in furtherance of the license granted in Section 2.1.
2.3. Competition. You shall not access and/or use the Citrix APIs directly or indirectly for competitive benchmarking or other competitive analysis, unless permitted under applicable law.
2.4. Developer Documentation. Your use of the Citrix APIs shall comply with any technical or other documentation provided as part of the Citrix APIs, all of which is expressly incorporated into this Agreement by reference.
2.6. Feedback. You grant Citrix and its subsidiaries and affiliates a royalty-free and irrevocable perpetual license to use and create derivative works based on any feedback, comments, functionality, code, features, enhancement requests, recommendations, or suggestions that you provide relating to the Citrix APIs. You further agree that Citrix may freely use, modify, distribute, or commercialize such submissions without any payment or obligation to you.
2.7. Illegal or Harmful Purposes. You shall not access and/or use the Citrix APIs for fraudulent or illegal purposes, or for any other purpose that may be harmful (in Citrix’s sole discretion) to Citrix, its Products or any end user, or to otherwise communicate any message or material that is deemed harassing, threatening, indecent, obscene, slanderous or otherwise unlawful.
2.8. Independent Development. You understand and acknowledge that Citrix may from time to time independently create applications, products or services that are similar to or competitive with your applications, products or services, and nothing in this Agreement shall be construed as restricting or preventing Citrix from creating and fully exploiting such applications, products or services, without any obligation to you.
2.9. Misrepresentation and Masking Identity. You shall not misrepresent or mask your identity when using the Citrix APIs.
2.10. Notices. You shall not remove any legal, copyright, trademark or other proprietary rights notices contained in or on materials to you receive pursuant to this Agreement, including but not limited to the Citrix APIs and the Citrix Marks.
2.11. Promotional and Marketing Use. You agree that Citrix may use screenshots or other content from your Application for promotional and marketing purposes and grant Citrix all rights related to this use.
2.12. Representations. Neither you nor your employees or representatives shall make any representations with respect to Citrix, the Products or this Agreement, or display the Citrix Marks in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you or a third party and Citrix.
2.13. Resale and Commercial Use.Unless otherwise authorized, you shall not market, offer to sell, sell and/or otherwise resell the Citrix APIs or the Products to any third party. In addition, Citrix would like to know if you intend to use the Citrix APIs or Products for commercial purposes; if that is the case, notify Citrix of your intent by emailing CommercialAPIRequest@citrix.com.
2.14. Reverse Engineering. Except to the extent permitted by law, you may not modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to decipher any code used in the Citrix APIs, the Products and/or any other aspect of Citrix technology.
2.15. Security. You shall properly configure your networks, operating systems and the software of your computer systems to generally accepted Internet industry standards as required to securely access and use the Citrix APIs.
2.17. Usage. You shall not access and/or use the Citrix APIs in a manner that exceeds a reasonable request volume or constitutes excessive or abusive usage, overburdens, impairs or materially disrupts the networks, security systems, Products and/or websites of Citrix, or interferes with another party’s use of the Products. In the event of any violation of this Section 2.17, as determined by Citrix in its sole discretion, Citrix reserves the right to limit, suspend or block your use of the Citrix APIs at its discretion. Citrix may set such usage limitations from time to time as it deems appropriate in its sole discretion.
Citrix and/or its licensors own and retain all title and ownership of all intellectual property rights, including but not limited to copyrights, in and to the Citrix APIs, the Citrix Marks and the Products. No other rights are granted hereunder to you except as expressly set forth in this Agreement. All use by you of the Citrix Marks (including any associated goodwill) shall inure to the benefit of Citrix. You agree to take such actions as Citrix may reasonably request to effect, perfect or confirm Citrix’s rights to the Citrix APIs, the Citrix Marks and the Products.
Citrix may modify this Agreement in its sole discretion at any time (with or without notice to you). The most current version of the Agreement can be reviewed by visiting this website and will supersede all previous versions. By accessing or using the Citrix APIs, you agree to be bound to the most current version of this Agreement. Citrix may also, in its sole discretion and at any time (with or without notice to you), change, suspend or discontinue the Citrix APIs. Such changes may include, without limitation, removing or limiting access to specific APIs, requiring fees or setting and enforcing limits on your use of additions to the Citrix APIs. We may also impose limits on certain features and services or restrict your access to some or all of the Citrix APIs. We may release subsequent versions of the Citrix APIs and require that you use those subsequent versions, at your sole cost and expense.
5.1. Term. This Agreement will be effective during your use of the Citrix APIs.
5.2. Termination. Citrix may, in its sole discretion and at any time, suspend or terminate your rights under this Agreement to access or use the Citrix APIs or display the Citrix Marks, including by terminating access to the Citrix APIs with or without any prior notice. You may terminate this Agreement for any reason or no reason, with or without notice to Citrix, by ceasing all access and use of the Citrix APIs. Any termination of this Agreement will also immediately terminate the licenses granted to you. Upon termination of this Agreement, you will immediately discontinue all access and use of the Citrix APIs, delete any cached or stored content that was permitted by the cache header and otherwise cease to display the Citrix Marks. Neither party shall be liable for any damages resulting from a termination of this Agreement in accordance with this Section; provided, however, the termination of this Agreement shall not affect any claim arising prior to such termination. Sections 3 and 5 through 11 shall survive termination.
Unless expressly authorized in writing by Citrix, you shall not disclose to any third party any Confidential Information of Citrix, nor use such Confidential Information in any manner other than to perform your obligations under this Agreement. The foregoing restrictions do not apply to any information that (i) is publicly disclosed through no fault of your own, (ii) is already lawfully in your possession and not subject to a confidentiality obligation to Citrix, (iii) becomes known to you from a third party having an apparent bona fide right to disclose the information, or (iv) is Confidential Information that you are obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, provided you supply Citrix with timely notice of such court order or subpoena. Furthermore, you will keep in confidence all passwords, keys, or other access information related to the Citrix APIs.
You hereby warrant to Citrix that you have all necessary authority to enter into and perform your obligations under this Agreement without the consent of any third party or breach of any contract or agreement with any third party, and that the use by others of your applications, products or services shall not violate the rights of any third party (e.g., copyright, patent, trademark or other proprietary rights) or any applicable law or regulation. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE CITRIX APIs ARE PROVIDED BY CITRIX ON AN “AS IS” BASIS, AND YOUR ACCESS TO AND/OR USE OF THE CITRIX APIs IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CITRIX EXPRESSLY DISCLAIMS AND YOU RECEIVE NO WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CITRIX MAKES NO WARRANTY THAT ANY OF THE CITRIX APIs WILL MEET YOUR REQUIREMENTS OR THAT YOUR USE OF THE CITRIX APIs WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE; NOR DOES CITRIX MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CITRIX APIs OR THAT ANY DEFECTS IN EITHER WILL BE CORRECTED. CITRIX SHALL NOT HAVE ANY OBLIGATION TO SUPPORT OR MAINTAIN THE CITRIX APIs. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CITRIX OR THROUGH THE CITRIX APIs SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. Some jurisdictions do not allow the exclusion of certain warranties and conditions, so some of the above exclusions may not apply to you.
IN NO EVENT SHALL CITRIX BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES RELATED TO THIS AGREEMENT OR WHETHER DIRECT OR INDIRECT: (i) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, AND (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, AND WHETHER OR NOT CITRIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CITRIX LIABILITY HEREUNDER IS LIMITED TO $50.00. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. ANY CLAIM ARISING OUT OF THIS AGREEMENT MUST BE BROUGHT BY YOU WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM; IF SUCH A CLAIM IS NOT BROUGHT WITHIN SUCH PERIOD, THEN THAT CLAIM IS PERMANENTLY BARRED.
You agree to hold harmless and indemnify Citrix, it subsidiaries and its affiliates, and their respective directors, officers, agents, employees, consultants, agents and partners, from and against any third party claim arising from or in any way related to your use of the Citrix APIs, any violation of this Agreement by you, or any other actions related to your use of the Citrix APIs or Citrix Marks including any liability or expense arising from claims, losses, damages (actual or consequential), suits, judgments, litigation costs and reasonable attorneys’ fees, of every kind and nature.
This Agreement is governed by laws of the State of Florida, without reference to its choice of law rules. Exclusive jurisdiction over and venue of any dispute arising out of or relating to this Agreement will be in the state and federal courts in Broward County, Florida, and you waive any objections to personal jurisdiction in these courts.
11.1. Assignment. You may not assign your rights or delegate your duties under this Agreement either in whole or in part, by operation of law or otherwise and any such attempted assignment or delegation shall be void.
11.2. Choice of Law and Location for Resolving Disputes. The Citrix contracting entity under this Agreement, and governing law and jurisdiction to resolve any dispute, are identified at https://www.citrix.com/buy/licensing/citrix-providing-entities.html.
11.3. Compliance with Laws. Both parties agree to comply with all applicable local, state, national and foreign laws, rules, and regulations, including, but not limited to, all applicable export and import laws and regulations, in connection with their performance, access and/or use of the Citrix APIs under this Agreement. Notwithstanding the preceding sentence, Citrix does not guarantee that the Citrix APIs shall be appropriate and/or available for use in any particular location and you are responsible for compliance with local laws to the extent applicable.
11.4. Conflict. In the event of any conflict between the content of this Agreement and the documents incorporated by reference, this Agreement shall control with respect to your use of the Citrix APIs.
11.5. Captions and Headings. Captions and headings are used herein for convenience only, are not a part of this Agreement, and shall not be used in interpreting or construing this Agreement.
11.6. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and understandings with respect to the same. No waiver or amendment of any term or condition of this Agreement shall be valid or binding on either party unless agreed to in writing by both parties.
11.7. Force Majeure. Neither party will be responsible for any delay, interruption or other failure to perform under this Agreement due to acts beyond its reasonable control, but only for so long as such conditions persist. Force majeure events include, but are not limited to: natural disasters (e.g., lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; activities of local exchange carriers, telephone carriers, wireless carriers, Internet service providers, and other third parties; explosions and fires; embargoes, strikes, and labor disputes; governmental decrees; and any other cause beyond the reasonable control of a party.
11.8. High-Risk Use. You hereby acknowledge that the Citrix APIs are not designed or intended for access and/or use in or during high-risk activities including, but not limited to: medical procedures; online control of aircraft, air traffic, aircraft navigation or aircraft communications; or the design, construction, operation or maintenance of any nuclear facility. Citrix hereby expressly disclaims any express or implied warranty of fitness for such purposes. Citrix makes no representations that the Citrix APIs satisfy the requirements of the Health Insurance Portability and Accountability Act, as amended, regarding the processing of protected health information.
11.9. Notice. Citrix may provide you with notice via email, regular mail or postings on the Citrix website and you agree to receive such communications.
11.10. No Third Party Beneficiaries. No person or entity not a party to this Agreement will be deemed to be a third party beneficiary of this Agreement or any provision hereof.
11.11. No Waiver. The failure of either party in any one or more instance(s) to insist upon strict performance of any of the terms of this Agreement will not be construed as a waiver or relinquishment of the right to assert or rely upon any such term(s) on any future occasion(s).
11.13. Relationship of the Parties. You and Citrix are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
11.14. Remedies. You acknowledge that your breach of this Agreement may cause irreparable harm to Citrix, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which Citrix may be legally entitled, Citrix shall have the right to seek immediately injunctive relieve in the event of a breach of this Agreement by you or by any of your officers, employees, consultants or other agents.
11.15. Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect and the parties agree to comply with the remaining terms of this Agreement in a manner consistent with the original intent of the Agreement.
11.16. Third Party Services. You are responsible for any third party services or software that you use or access with any of the Products, and acknowledge that you are governed by their respective license(s). Citrix will have no obligations or liability for any third party services or software.