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EULA 28.5 KB
eb2044af7   Peter Hubberstey   Bumped version to...
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  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"). 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 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 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. The software in a software  PRODUCT
  and the software installed in an appliance PRODUCT  is  made
  available by CITRIX under the license models  identified  at
  https://www.citrix.com/buy/licensing/product.html.       Any
  experimental features delivered with such software  will  be
  identified  and  are  licensed  only  for  internal  testing
  purposes. "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. 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. "Open Source Software" means those portions  of
  the PRODUCT that are provided under an open  source  license
  (e.g., a version of a GNU General Public License, BSD  or  a
  license  similar  to  those  approved  by  the  Open  Source
  Initiative (http://opensource.org)).
  
  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"). 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  software   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.
  
  d.    Archive Copy.  You  may  make  one  (1)  copy  of  the
  software in a software  or  appliance  PRODUCT  in  machine-
  readable  form  solely  for  back-up,  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.    MAINTENANCE
  may be required at the time  of  PRODUCT  purchase  and  may
  need to be purchased separately.  MAINTENANCE  is  available
  for an initial (1) year term and may  be  extended  by  your
  purchase of  available  annual  renewals  (the  "MAINTENANCE
  Term"). 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
  which 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 may include technical support and, for  hardware  only,
  an   extended    hardware    warranty,    if    stated    at
  https://www.citrix.com/support/programs.html.  The  offering
  you purchase determines your  entitlement.  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 Customer Support Manager ("CSM")  who  will
  be the primary administrative contact;  (ii)  you  agree  to
  perform reasonable problem determination activities  and  to
  perform  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;   (ii)   any
  functionality  not  defined  in   the   user   documentation
  published  by  CITRIX  and   included   with   the   PRODUCT
  (hereinafter  "Documentation");  (iii)  use  of  a  software
  PRODUCT  on  a  processor  or  peripherals  other  than  the
  processor and  peripherals  defined  in  the  Documentation;
  (iv) any PRODUCT that has reached End-of-Life; and  (v)  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  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 assessment are and  shall
  remain the sole and absolute property of CITRIX, subject  to
  a worldwide, non-exclusive license to you for internal  use.
  Except for your payment obligations  for  provided  PRODUCTS
  and services,  non-performance  of  either  party  shall  be
  excused to the extent performance is rendered impossible  by
  force majeure, but  only  for  so  long  as  such  condition
  exists.
  
  3.     DESCRIPTION  OF  OTHER   RIGHTS,   LIMITATIONS,   AND
  OBLIGATIONS. Except as expressly set forth  in  Section  12,
  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.  If
  you purchased  or  otherwise  received  replacement  License
  Keys as part of a PRODUCT  upgrade  or  otherwise  and  such
  replacement is a condition of the transaction, you agree  to
  destroy the original  License  Keys  and  retain  no  copies
  after installation of the new License Keys and PRODUCT.  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   warranty,    MAINTENANCE    and    infringement
  indemnification rights  will  terminate  automatically  upon
  such transfer and will not be available to  the  transferee.
  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. 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 with the terms of this AGREEMENT  upon
  prior written notice and during normal business  hours,  but
  no  more  than  once  per  year.   Any   audit   shall   not
  unreasonably interfere with your  business  activities.  You
  will reasonably cooperate with CITRIX and  the  auditor  and
  will, without prejudice to other rights of  CITRIX,  address
  any non-compliance identified by the audit,  including,  but
  not limited to, promptly paying any fees owed. If the  audit
  discloses an underpayment of ten percent (10%)  or  more  of
  fees owed for the period audited or  other  material  breach
  of this AGREEMENT, you agree to also  reimburse  CITRIX  for
  the reasonable audit expenses. 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             unless             noted             at
  https://www.citrix.com/buy/licensing/product.html)
  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  the  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.
  
  5.    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 published  by  CITRIX  and  included
  with the PRODUCT. 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: (1)  improper  installation,
  maintenance, adjustment, repair or modification by  Customer
  or a third party; (2) misuse, neglect, or  any  other  cause
  other  than  ordinary  use,  including  without  limitation,
  accidents  or  acts  of  God;  (3)   improper   environment,
  excessive  or  inadequate  heating  or   air   conditioning,
  electrical power failures, surges, other  irregularities  or
  water damage; (4) third party software or software  drivers;
  or (5) 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
  technical support and consulting services if  purchased)  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.    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  government  licenses.   You
  understand that under  no  circumstances  may  the  PRODUCT,
  MAINTENANCE or  any  other  software  or  service  delivered
  hereunder  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.
  
  7.     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, 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,  EXPERIMENTAL  FEATURES,  MAINTENANCE
  TERM,  CONSULTING  DELIVERABLE  OR  ANY  OTHER  SOFTWARE  OR
  SERVICE DELIVERED HEREUNDER AT ISSUE. 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.
  
  
  8.    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. 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.
  
  9.     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.
  
  10.    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.
  
  11.    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 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.
  
  12.   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.
  
  13.   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.
  
  14.   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:
  https://www.citrix.com/about/legal/brand-guidelines.html.
  
  CTX_code: ESP_R_A10036524