IMPORTANT – READ CAREFULLY:
Updated on September 25, 2017
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:
1.2. 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.
1.9. Registration Data means information about you collected by Citrix during the online registration process.
1.10. 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.
1.11. 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. ONLINE REGISTRATION . In order to access or use an API and Developer Services, you must first complete the online registration process for the Program, including your electronic acceptance of this Agreement, and a registration for the Application utilizing the API you wish to access. Citrix must accept such Application registration before you will be given access to any API. You must separately register each Application you intend to develop, for each API you wish to access, and such registration must be accepted by Citrix. Citrix may reject your Application registration in its sole discretion and is not obligated to provide a reason for its rejection. In the event your Application registration is rejected by Citrix, you may submit a new Application registration for re-evaluation by Citrix.
2.1. Registration Data Accuracy . All Registration Data provided by you must be current, complete and accurate, and you are solely responsible for updating such Registration Data as necessary. You represent that you did not previously have a Developer Services account that was terminated by Citrix. Citrix reserves the right to terminate your license to use the APIs immediately in the event any Registration Data is found to be inaccurate, incomplete, not current at any time, or if you previously had an account which had been terminated by Citrix. You are hereby informed that Registration Data is subject to automatic processing by Citrix for the purposes of managing your account. You will have access to Registration Data and may update or correct it as necessary.
2.2. Account Password/Security . As part of the online registration process, you will choose a username and password. You are entirely responsible for maintaining the confidentiality of your password and account, and you are solely responsible for any and all activities that occur under your account. You agree to notify Citrix immediately of any unauthorized use of your account or any other breach of security. Citrix shall not be liable for any loss that you may incur as a result of a third party using your password or account, either with or without your knowledge.
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 . You shall not access and/or use the APIs or the Citrix Marks in any application, product or service that competes with any application, product or Services offered by Citrix, or to otherwise divert Citrix customers or potential customers from the Services.
3.4. Disparagement . You shall not access and/or use the Citrix Marks in a manner that disparages Citrix or its Services.
3.5. End User Data Collection and Privacy . Information collected from or about users via your Application must be collected, processed, transmitted and maintained in compliance with all applicable laws and standard security practices.
3.6. Feedback . You agree to 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.
3.7. Illegal 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.
3.8. 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.
3.9. Misrepresentation and Masking Identity . You shall not misrepresent or mask your identity when using the APIs or Developer Services.
3.10. 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 APIs, the Developer Services and the Citrix Marks.
3.11. 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.
3.12. 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.
3.13. Resale . 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.
3.14 . 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 connection with the APIs, the Services and/or any other aspect of Citrix technology.
3.15. 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 APIs and Developer Services.
3.17. 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 closing your account and 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 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.
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 California, 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 of Santa Clara County, California.
11. ADDITIONAL TERMS. . This Agreement is governed by laws of the State of California, 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 of Santa Clara County, California.
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 you are 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.
11.9. Notice . Citrix may provide you with notice via email, regular mail and/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).
11.12. 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.