Last Revised: June 18, 2019

These Citrix Developer Program API Terms of Use (“Agreement”) describe the terms and conditions under which you and, if applicable, your agents, employees, contractors and any entity you represent (collectively, “you”), are permitted to access and use the application programming interfaces that are made available by Citrix through the Citrix Developer Program (each an “API” and collectively, the “Program”) and all “Developer Services,” as hereinafter defined, in connection therewith. If you are using the Program on behalf of an entity, you are agreeing to this Agreement on behalf of that entity and acknowledge and agree that you have the authority to bind that entity to the terms of this Agreement (in which event, "you" and "your" will include that entity).

By using any API and/or the Developer Services or otherwise accessing the Program, you agree to be bound by this Agreement. This Agreement incorporates the terms of the Citrix Trademark & Copyright Guidelines and Privacy Policy (each as defined below), as well as all future amendments or modifications thereto. You may use the API, Developer Services and the Program only in compliance with this Agreement and only if you have the power to form a contract with Citrix and are not barred under any applicable laws from doing so. IF YOU CANNOT OR DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MUST NOT USE THE API, DEVELOPER SERVICES OR OTHERWISE ACCESS THE PROGRAM.

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 API, Developer Services and Program offered by Citrix after the date of any modifications to this Agreement, you agree to be bound to the most current version of this Agreement.

1. DEFINITIONS

As used in this Agreement, the following defined terms shall apply:
1.1. Agreement means this document as may be amended from time to time and any other documents incorporated by reference, including but not limited to the Citrix Trademark & Copyright Guidelines and Privacy Policy.

1.2. Application means any software application, product, service or website that you develop, own or operate to interact with any API.

1.3. Citrix means Citrix Systems, Inc. and its subsidiaries and affiliates.

1.4. Citrix Marks means any name, logo or mark belonging to Citrix and/or its subsidiaries and affiliates.

1.5. Citrix Trademark & Copyright Guidelines means the Citrix Trademark & Copyright Guidelines which can also be viewed by clicking the applicable link located on the Citrix website.

1.6. 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 APIs, the Developer Services, the Services or Citrix applications, products, data, ideas, inventions, features, software, techniques, technology, trade secrets, and business and financial information.

1.7. Content means any data or content from the Services or accessed via the APIs.

1.8. Developer Documentation means any technical documentation, usage guidelines, call volume limits, and other documentation maintained at the Developer Site or otherwise made available to you in connection with the Program. Developer Documentation includes any downloadable documentation available on the Developer Site.

1.9. Developer Services means the API, software, tools and services (including any test, try or similar option) offered under the Program that interact with the Services and any other products or services made available by Citrix.

1.10. Developer Site means the Citrix website portal that provides the interface for you to interact with and use the available APIs.

1.11. EUSA means the Citrix End-User Services Agreement, which can also be viewed by clicking the applicable link located on the Citrix website.

1.12 Privacy Policy means the Citrix Privacy Policy, which can also be viewed by clicking the applicable link located on the Citrix website.

1.13. Services means the generally available Citrix software-as-a-service offerings, including any components provided with them, and updates, all as further described in the Service Descriptions.

1.14. Service Descriptions means the Service Descriptions overview and other terms applicable to the Services, as amended from time to time, which can also be viewed by clicking the appropriate link located on the Citrix website.

2. USE OF DEVELOPER SERVICES

2.1. Developer Documentation. Your use of any of the APIs and display of Content in your Application shall comply with the Developer Documentation, which is expressly incorporated into this Agreement by reference. In the event of any conflict between the Developer Documentation and this Agreement, this Agreement shall control.

2.2. Privacy. Citrix use of any information provided by you, including without limitation, Registration Data, is set forth in the Privacy Policy. You understand and agree that Citrix may access, preserve or disclose your information if required to do so by law, to address or prevent fraud or abuse or illegal activity.

2.3. No Authorized, Unlawful or Harmful Use of the Developer Site. The Developer Site is only for your use and you are only authorized to use it in connection with the Program. Citrix grants you a limited, revocable license to access and use the Developer Site in the course of participating in the Program. You may not use the Developer Site for any other commercial or non-commercial purposes or in any way that: (i) is unlawful or harms Citrix, its customers, suppliers or other parties, as determined in Citrix’s sole discretion; (ii) breaches any code of conduct, policy, notice or Developer Documentation applicable to the Developer Site; (iii) could damage, disable, overburden, or impair the Developer Site (or any network(s) connected to the Developer Site) or interfere with any other party’s use of the Developer Site.

2.4. No Fees for Developer Services. Citrix currently provides the API, Developer Services and Program free of charge. Notwithstanding, Citrix reserves the right to change its pricing policies for the API, Developer Services and/or Program at any time in its sole discretion and will provide you reasonable notice of any such changes.

3. LICENSES AND RESTRICTIONS

3.1. 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 APIs and Developer Services (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 Services.

3.2. 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 Services in furtherance of the license granted in Section 3.1. You shall not use or register (or attempt to register) any names, trademarks or logos (including business names, product names, domains and social media accounts) that are derived from or confusingly similar to any Citrix Marks. You shall not use any logos of Citrix unless you obtain prior written approval, and if such approval is granted, the usage is subject to the Citrix Trademark & Copyright Guidelines. You acknowledge that Citrix may determine in its sole discretion whether your attribution(s) and use of Citrix Marks are in compliance with the Citrix Trademark & Copyright Guidelines.

3.3. Competition. If you are a Citrix competitor for the relevant application, product or Services, you shall not access and/or use the APIs, Developer Services or the Citrix Marks directly or indirectly for competitive benchmarking or other competitive analysis, unless permitted under applicable law.

3.4. End User Data Collection and Privacy. You must maintain a user agreement and privacy policy for your Application, which is prominently identified or located where users download or access your Application. Your policy must meet applicable legal standards and describe the collection, use, storage and sharing of data in clear, understandable and accurate terms. You must indicate to end users that Citrix will treat any information submitted to the Services or through the APIs in accordance with its own Privacy Policy and its EUSA (or other applicable product license or service agreement). Your policy may not otherwise conflict with these terms. In addition, you shall use industry-standard security practices to collect, process, transmit and maintain any end-user data. You must promptly notify us in writing of any breaches of your policy or your systems that impact or may impact customers or users of the Services.

3.5. 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 API and/or the Developer Services. You further agree that Citrix may freely use, modify, distribute, or commercialize such submissions without any payment or obligation to you.

3.6. Illegal or Harmful Purposes. You shall not access and/or use the APIs and/or the Developer Services for fraudulent or illegal purposes, or for any other purpose that may be harmful (in Citrix sole discretion) to Citrix or its Services or to otherwise communicate any message or material that is deemed harassing, threatening, indecent, obscene, slanderous or otherwise unlawful.

3.7. 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.

3.8. Misrepresentation and Masking Identity. You shall not misrepresent or mask your identity when using the APIs or Developer Services.

3.9. 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 APIs, the Developer Services and the Citrix Marks.

3.10. Promotional and Marketing Use. You agree to allow Citrix to use screenshots or other content from your API client and/or Application for promotional and marketing purposes and grant Citrix all rights related to this use.

3.11. Representations. Neither you nor your employees or representatives shall make any representations with respect to Citrix, the Services 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.

3.12. Resale. Unless otherwise authorized, you shall not market, offer to sell, sell and/or otherwise resell the APIs or the Services to any third party. If you intend to use the APIs or Services for commercial purposes, you must notify Citrix of your intent.

3.13. 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 connection with the APIs, the Services and/or any other aspect of Citrix technology.

3.14. 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 APIs and Developer Services.

3.15. Spam. You shall not access and/or use the APIs, the Developer Services or the Citrix Marks in any manner (i) to communicate any message or material that comprises any unsolicited mass distribution of email, or (ii) that violates the Citrix Privacy Policy.

3.16. Usage. You shall not access and/or use the APIs and/or the Developer Services in a manner that exceeds a reasonable request volume or constitutes excessive or abusive usage, overburdens, impairs or materially disrupts the networks, security systems, Services and/or websites of Citrix, or interferes with another party’s use of the Services. In the event of any violation of this Section 3.17, as determined by Citrix in its sole discretion, Citrix reserves the right to limit, suspend or block your API at its discretion. Citrix may set such usage limitations from time to time as it deems appropriate in its sole discretion.

4. PROPRIETARY RIGHTS

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 APIs, the Developer Services and Program, and the Citrix Marks and the Services. 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 APIs, the Developer Services, the Citrix Marks and the Services.

5. TERM AND TERMINATION

5.1. Term. This Agreement will be effective during your use of the API and Developer Services.

5.2. Termination. Citrix reserves the right, in its sole discretion (or any reason or no reason) and at any time (with or without notice to you), to change, suspend or discontinue any API and/or suspend or terminate your rights under this Agreement to access or use the APIs, the Developer Services and the Program and/or display the Citrix Marks. 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 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 APIs, Developer Services and the Program, 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 4 through 11 shall survive termination.

6. CONFIDENTIALITY

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 and/or other access information related to the APIs and the Developer Services, if any.

7. WARRANTIES

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 APIs AND DEVELOPER SERVICES ARE PROVIDED BY CITRIX ON AN “AS IS” BASIS, AND YOUR ACCESS TO AND/OR USE OF THE 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 APIs OR DEVELOPER SERVICES WILL MEET YOUR REQUIREMENTS OR THAT YOUR USE OF THE APIs OR DEVELOPER SERVICES 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 APIs OR DEVELOPER SERVICES OR THAT ANY DEFECTS IN EITHER WILL BE CORRECTED. CITRIX SHALL NOT HAVE ANY OBLIGATION TO SUPPORT OR MAINTAIN THE APIs OR DEVELOPER SERVICES. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CITRIX OR THROUGH THE APIs OR DEVELOPER SERVICES 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.

8. LIMITATION ON LIABILITY

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.

9. INDEMNIFICATION

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 APIs, the Developer Services or the Program, any violation of this Agreement by you, or any other actions related to your use of the APIs, Developer Services and/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.

10. CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES

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. ADDITIONAL TERMS

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. 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 APIs and Developer Services under this Agreement. Notwithstanding the preceding sentence, Citrix does not guarantee that the APIs or the Developer Services 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. Citrix reserves the right to modify the APIs and/or Developer Services for any reason, without notice and without liability to you or any end user. Notwithstanding any other provision in this Agreement, Citrix shall have the right to terminate this Agreement immediately upon the determination by Citrix that your use is not in compliance with U.S. export laws or violates any government privacy and/or data protection laws.

11.3. Controlling Language. The English language version of this Agreement shall be the controlling version and is incorporated by reference into any translation of this Agreement. Any translation or other language version of this Agreement shall be provided for informational purposes only. Only the most current English version of this Agreement is binding. In the event of inconsistency or discrepancy between the English version and any translation or other language version of this Agreement, the English-language version shall prevail.

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 APIs, Developer Services and participation in the Program.

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 APIs and the Developer Services 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 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 and/or postings on the Citrix website and/or Developer Site 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).

11.12. References. Pronouns contained in this Agreement shall apply equally to the feminine, neuter and masculine genders. The singular shall include the plural, and the plural shall include the singular.

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 with any of the Services, 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.