342 lines
20 KiB
Text
342 lines
20 KiB
Text
CITRIX(R) LICENSE AGREEMENT
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This is a legal agreement ("AGREEMENT") between you, the Licensed
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User, and Citrix Systems, Inc., or Citrix Systems International GmbH.
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Your location of receipt of this PRODUCT determines the licensing
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entity hereunder (the applicable entity is hereinafter referred to as
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"CITRIX"). Citrix Systems, Inc., a Delaware corporation, markets and
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supports this product or feature release (both hereinafter "PRODUCT")
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in the Americas. Citrix Systems International GmbH, a Swiss company
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wholly owned by Citrix Systems, Inc., markets and supports this
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PRODUCT in Europe, the Middle East, Africa, Asia, and the Pacific. BY
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SELECTING "I ACCEPT" BELOW, YOU ARE AGREEING TO BE BOUND BY THE TERMS
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OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS
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AGREEMENT, SELECT "I DO NOT ACCEPT" BELOW AND DO NOT INSTALL OR USE
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THE PRODUCT.
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1. GRANT OF LICENSE. This PRODUCT contains software that
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provides services on a computer called a server ("Server Software")
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and may contain software that allows a computer to access or utilize
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the services provided by the Server Software ("Client Software").
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This PRODUCT is licensed under a concurrent user model. Server
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Software is activated by user licenses that allow use of the Server
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Software in increments defined by the license model ("User
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Licenses"). Client Software is not activated by User Licenses but
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will not operate in conjunction with the Server Software without the
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Server Software being activated. User Licenses for other Citrix
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products or other editions of the same PRODUCT may not be used to
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increase the allowable use for the PRODUCT. CITRIX grants to you the
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following worldwide, non-exclusive and perpetual rights (except as
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subject to termination as set forth below and as to Evaluation
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PRODUCTS) to the Server Software and Client Software, if any, and
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accompanying documentation (collectively called the "SOFTWARE"):
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a. Server Software. You may install and use the Server Software
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on one or more computers ("Server(s)"). Each User License for the
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Server Software may be installed and used only on a single license
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server within your production environment and a single license server
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within your disaster recovery environment. The Server Software may be
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used only to support up to the allowable number of ICA, RDP, or other
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managed connections within each environment based on your total
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purchases of User Licenses. Each User License that is installed in
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both a production and disaster recovery environment may be used only
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in one of the environments at any one time, except for duplicate use
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during routine testing of the disaster recovery environment.
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b. Client Software. The Client Software, if any, may be
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installed and used on an unlimited number of Client Devices. You may
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use the Client Software only to access the Server Software up to the
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allowable number of connections based on your total purchase of User
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Licenses.
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c. MetaFrame Presentation Server, Enterprise Edition, Component
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Limitations on Use. The "Web Interface Extension" of Enterprise
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Edition Server Software may be used only in support of Enterprise
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Edition Servers or MetaFrame Presentation Server for UNIX(R)
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Operating Systems Servers. The "Installer" component of the
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Enterprise Edition Server Software may be installed only on a Server
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on which Enterprise Edition is installed. The "Packager" component of
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Enterprise Edition Server Software may be installed and used only
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with a Server on which Enterprise Edition is installed, or with
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Microsoft(R) Windows(R) NT Server 4.0, Terminal Server Edition,
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Windows 2000 Server or Windows Server 2003, Standard Edition, Windows
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2000 Advanced Server or Windows Server 2003, Enterprise Edition, or
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Windows 2000 Datacenter Server or Windows Server 2003, Datacenter
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Edition or their successors. The "Installer" component may be
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installed on a separate Server from the "Packager" component as
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recommended in the accompanying documentation.
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d. Microsoft License. If you access terminal server
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functionality provided by Microsoft operating system products, you
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need to purchase additional licenses to use such products. Consult
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the license agreements for the Microsoft operating system products
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you are using to determine which licenses you must acquire.
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e. Not For Resale. If this SOFTWARE is labeled "Not For Resale,"
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notwithstanding any term to the contrary in this Agreement, your
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license permits use only if you are a current Citrix authorized
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distributor or reseller and then only for demonstration, test, or
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evaluation purposes in support of your customers. Not for Resale
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Software may not be used for customer training. Note that Not for
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Resale SOFTWARE disables itself on the "time-out" date identified on
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the SOFTWARE packaging.
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f. Evaluation. If this SOFTWARE is labeled "Evaluation,"
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notwithstanding any term to the contrary in this Agreement, your
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license permits use only for your internal demonstration, test, or
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evaluation purposes. Note that Evaluation SOFTWARE disables itself on
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the "time-out" date identified on the SOFTWARE packaging.
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g. Developers' Edition. If this SOFTWARE is labeled "Developers'
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Edition," notwithstanding any term to the contrary in this Agreement,
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your license permits use only for your internal development of
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product(s) to operate in conjunction with the SOFTWARE. You receive
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no license hereunder to incorporate the SOFTWARE or any portion
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thereof in your own product(s).
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h. Archive Copy. You may make one (1) copy of the SOFTWARE in
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machine-readable form solely for back-up purposes, provided that you
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reproduce all proprietary notices on the copy.
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2. HOSTING RIGHTS. You may use the Server Software to provide
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application services to third parties ("Hosting"). As a part of such
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Hosting, you may copy and distribute the Client Software, with its
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electronic, click-to-accept license, to such third parties.
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3. SUBSCRIPTION RIGHTS. Your subscription for the SOFTWARE
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("Subscription") shall begin on the date the User Licenses are
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delivered to you by e-mail. Should User Licenses be delivered to you
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on a tangible license card, Subscription shall instead begin on the
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date you request that the User Licenses be allocated to you through
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mycitrix.com. Subscription shall continue for a term of one year
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thereafter unless terminated sooner (the "Subscription Term"). During
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the Subscription Term, CITRIX may, from time to time, generally make
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Updates available for licensing to the public. For the purposes of
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this AGREEMENT, an Update shall mean a generally available release of
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the same SOFTWARE. Upon general availability of Updates during the
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Subscription Term, CITRIX shall provide you with one (1) copy of each
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such Update for each copy of the SOFTWARE originally licensed to you
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pursuant to this AGREEMENT to support up to the number of User
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Licenses you are entitled to based on your purchase of Subscription
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for such User Licenses, without additional charge. Any such Updates
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so delivered to you shall be considered SOFTWARE under the terms of
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this AGREEMENT, except they are not covered by the Limited Warranty
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applicable to SOFTWARE, to the extent permitted by applicable law.
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You acknowledge that CITRIX may develop and market new or different
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computer programs or editions of the SOFTWARE that use portions of
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the SOFTWARE and that perform all or part of the functions performed
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by the SOFTWARE. Nothing contained in this AGREEMENT shall give you
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any rights with respect to such new or different computer programs or
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editions. You also acknowledge that CITRIX is not obligated under
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this AGREEMENT to make any Updates available to the public. Any
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deliveries of Updates shall be Exworks CITRIX (Incoterms 2000).
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4. DESCRIPTION OF OTHER RIGHTS, LIMITATIONS AND OBLIGATIONS.
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Unless expressly permitted by applicable law, you may not rent,
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timeshare, or lease the SOFTWARE, but you may make a permanent
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transfer of the SOFTWARE and accompanying written materials to a
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third party, provided you promptly notify Citrix of the transfer and
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retain no copies and the third party agrees to the terms of this
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AGREEMENT prior to the transfer. If you purchased User Licenses in
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the SOFTWARE to replace other Citrix licenses for other Citrix
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software and such replacement is a condition of the transaction, you
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agree to destroy those other Citrix licenses and retain no copies
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after installation of the new User Licenses and SOFTWARE. You shall
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provide the serial numbers of such replaced licenses and
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corresponding replacement User Licenses to the reseller, and upon
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request, directly to Citrix for license tracking purposes. If the
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SOFTWARE is the Web Interface for Presentation Server, you may use
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the scripting capability to customize the look, feel, and
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functionality of the SOFTWARE. You may not otherwise modify,
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translate, reverse engineer, decompile, disassemble, create
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derivative works based on, or copy (except for back-up as permitted
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above) the SOFTWARE, except to the extent such foregoing restriction
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is expressly prohibited by applicable law. You may not remove any
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proprietary notices, labels, or marks on any SOFTWARE. To the extent
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permitted by applicable law, you agree to allow CITRIX to audit your
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compliance with the terms of this AGREEMENT upon prior written notice
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during normal business hours.
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YOU MAY NOT USE, COPY, MODIFY, OR TRANSFER THE SOFTWARE OR ANY COPY
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IN WHOLE OR IN PART, OR GRANT ANY RIGHTS IN THE SOFTWARE OR
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ACCOMPANYING DOCUMENTATION, EXCEPT AS EXPRESSLY PROVIDED IN THIS
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AGREEMENT. ALL RIGHTS NOT EXPRESSLY GRANTED ARE RESERVED BY CITRIX OR
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ITS SUPPLIERS.
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You hereby agree, that to the extent that any applicable mandatory
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laws (such as, for example, national laws implementing EC Directive
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91/250 on the Legal Protection of Computer Programs) give you the
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right to perform any of the aforementioned activities without the
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consent of CITRIX to gain certain information about the SOFTWARE,
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before you exercise any such rights, you shall first request such
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information from CITRIX in writing detailing the purpose for which
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you need the information. Only if and after CITRIX, at its sole
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discretion, partly or completely denies your request, shall you
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exercise your statutory rights.
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5. INFRINGEMENT INDEMNIFICATION. Citrix shall indemnify and
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defend, or at its option, settle any claim, suit or proceeding
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brought against you based on an allegation that the SOFTWARE
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infringes upon any patent or copyright of any third party
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("Infringement Claim"), provided you promptly notify Citrix in
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writing of your notification or discovery of an Infringement Claim
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such that Citrix is not prejudiced by any delay in such notification.
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Citrix will have sole control over the defense or settlement of any
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Infringement Claim and you will provide reasonable assistance in the
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defense of the same. Following notice of an Infringement Claim, or if
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Citrix believes such a claim is likely, Citrix may at its sole
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expense and option: (i) procure for you the right to continue to use
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the alleged infringing SOFTWARE; (ii) replace or modify the SOFTWARE
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to make it non-infringing; or (iii) accept return of the SOFTWARE and
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provide you with a refund as appropriate. Citrix assumes no liability
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for any Infringement Claims or allegations of infringement based on:
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(i) your use of any SOFTWARE after notice that you should cease use
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of such SOFTWARE due to an Infringement Claim; (ii) any modification
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of the SOFTWARE by you or at your direction; or (iii) your
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combination of SOFTWARE with non-Citrix programs, data, hardware, or
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other materials, if such Infringement Claim would have been avoided
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by the use of the SOFTWARE alone. THE FOREGOING STATES YOUR EXCLUSIVE
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REMEDY WITH RESPECT TO ANY INFRINGEMENT CLAIM.
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6. LIMITED WARRANTY AND DISCLAIMER. CITRIX warrants that, for a
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period of ninety (90) days from the date of delivery of the SOFTWARE
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to you, the media on which the SOFTWARE is furnished, if any, under
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normal use will be free from defects in materials and workmanship,
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and that the SOFTWARE will perform substantially in accordance with
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the CITRIX product documentation published by CITRIX and included
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with the SOFTWARE. CITRIX and its suppliers' entire liability and
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your exclusive remedy under this warranty (which is subject to you
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returning the SOFTWARE to CITRIX or an authorized reseller) will be,
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at the sole option of CITRIX and subject to applicable law, to
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replace the media and/or SOFTWARE or to refund the purchase price and
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terminate this AGREEMENT.
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TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR THE ABOVE
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LIMITED WARRANTY FOR SOFTWARE, CITRIX AND ITS SUPPLIERS MAKE AND YOU
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RECEIVE NO WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR
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OTHERWISE, AND CITRIX AND ITS SUPPLIERS SPECIFICALLY DISCLAIM WITH
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RESPECT TO SOFTWARE AND SUBSCRIPTION ANY CONDITIONS OF QUALITY,
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AVAILABILITY, RELIABILITY, SECURITY, LACK OF VIRUSES, BUGS OR ERRORS,
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AND ANY IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY
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WARRANTY OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION,
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MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR
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PURPOSE. THE SOFTWARE IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR
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USE OR DISTRIBUTION WITH ANY EQUIPMENT THE FAILURE OF WHICH COULD
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LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR
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ENVIRONMENTAL DAMAGE. YOU ASSUME THE RESPONSIBILITY FOR THE SELECTION
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OF THE SOFTWARE AND HARDWARE TO ACHIEVE YOUR INTENDED RESULTS, AND
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FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE
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SOFTWARE AND HARDWARE.
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7. PROPRIETARY RIGHTS. No title to or ownership of the software
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is transferred to you. CITRIX and/or its licensors own and retain all
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title and ownership of all intellectual property rights in and to the
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SOFTWARE, including any adaptations or copies. You acquire only a
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limited license to use the software.
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8. EXPORT RESTRICTION. You agree that you will not export, re-export,
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or import the SOFTWARE in any form without the appropriate government
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licenses. You understand that under no circumstances may the SOFTWARE
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be exported to any country subject to US embargo or to US designated
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denied persons or prohibited entities or US specially designated
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nationals.
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9. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE
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LAW, YOU AGREE THAT NEITHER CITRIX NOR ITS AFFILIATES, SUPPLIERS, OR
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AUTHORIZED DISTRIBUTORS SHALL BE LIABLE FOR ANY LOSS OF DATA OR
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PRIVACY, LOSS OF INCOME, LOSS OF OPPORTUNITY OR PROFITS, COST OF
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RECOVERY, LOSS ARISING FROM YOUR USE OF THE SOFTWARE, OR DAMAGE
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ARISING FROM YOUR PARTICIPATION IN HOSTING OR USE OF THIRD PARTY
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SOFTWARE OR HARDWARE OR ANY OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL,
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OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS
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AGREEMENT, OR THE USE OF THE SOFTWARE, REFERENCE MATERIALS, OR
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ACCOMPANYING DOCUMENTATION, OR YOUR EXPORTATION, RE-EXPORTATION, OR
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IMPORTATION OF THE SOFTWARE, HOWEVER CAUSED AND ON ANY THEORY OF
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LIABILITY. THIS LIMITATION WILL APPLY EVEN IF CITRIX, ITS AFFILIATES,
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SUPPLIERS, OR AUTHORIZED DISTRIBUTORS HAVE BEEN ADVISED OF THE
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POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE
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LAW, IN NO EVENT SHALL THE LIABILITY OF CITRIX, ITS AFFILIATES,
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SUPPLIERS, OR AUTHORIZED DISTRIBUTORS EXCEED THE AMOUNT PAID FOR THE
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SOFTWARE AT ISSUE. YOU ACKNOWLEDGE THAT THE LICENSE FEE REFLECTS THIS
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ALLOCATION OF RISK. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR
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EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO
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THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. For purposes
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of this Agreement, the term "CITRIX AFFILIATE" shall mean any legal
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entity fifty percent (50%) or more of the voting interests in which
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are owned directly or indirectly by Citrix Systems, Inc. Affiliates,
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suppliers, and authorized distributors are intended to be third party
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beneficiaries of this AGREEMENT.
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10. TERMINATION. This AGREEMENT is effective until terminated.
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You may terminate this AGREEMENT at any time by removing the SOFTWARE
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from your computers and destroying all copies and providing written
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notice to Citrix with the serial numbers of the terminated licenses.
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Citrix may terminate this AGREEMENT at any time for your breach of
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this AGREEMENT. Unauthorized copying of the SOFTWARE or the
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accompanying documentation or otherwise failing to comply with the
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license grant of this AGREEMENT will result in automatic termination
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of this AGREEMENT and will make available to CITRIX all other legal
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remedies. You agree and acknowledge that your material breach of this
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AGREEMENT shall cause CITRIX irreparable harm for which monetary
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damages alone would be inadequate and that, to the extent permitted
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by applicable law, Citrix shall be entitled to injunctive or
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equitable relief without the need for posting a bond. Upon
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termination of this AGREEMENT, the license granted herein will
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terminate and you must immediately destroy the SOFTWARE and
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accompanying documentation, and all back-up copies thereof.
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11. U.S. GOVERNMENT END-USERS. If you are a U.S. Government
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agency, in accordance with Section 12.212 of the Federal Acquisition
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Regulation (48 CFR 12.212 (October 1995)) and Sections 227.7202-1 and
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227.7202-3 of the Defense Federal Acquisition Regulation Supplement
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(48 CFR 227.7202-1, 227.7202-3 (June 1995)), you hereby acknowledge
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that the SOFTWARE constitutes "Commercial Computer Software" and that
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the use, duplication, and disclosure of the SOFTWARE by the U.S.
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Government or any of its agencies is governed by, and is subject to,
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all of the terms, conditions, restrictions, and limitations set forth
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in this standard commercial license AGREEMENT. In the event that, for
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any reason, Sections 12.212, 227.7202-1 or 227.7202-3 are deemed not
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applicable, you hereby acknowledge that the Government's right to
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use, duplicate, or disclose the SOFTWARE are "Restricted Rights" as
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defined in 48 CFR Section 52.227-19(c)(1) and (2) (June 1987), or
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DFARS 252.227-7014(a)(14) (June 1995), as applicable. Manufacturer is
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Citrix Systems, Inc., 851 West Cypress Creek Road, Fort Lauderdale,
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Florida, 33309.
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12. AUTHORIZED DISTRIBUTORS AND RESELLERS. CITRIX authorized
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distributors and resellers do not have the right to make
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modifications to this Agreement or to make any additional
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representations, commitments, or warranties binding on CITRIX.
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13. CHOICE OF LAW AND VENUE. If licensor is Citrix Systems, Inc.,
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this AGREEMENT is governed by the laws of the State of Florida
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without reference to conflict of laws principles and excluding the
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United Nations Convention on Contracts for the International Sale of
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Goods, and in any dispute arising out of this AGREEMENT, you consent
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to the exclusive personal jurisdiction and venue in the State and
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Federal courts within Broward County, Florida. If licensor is Citrix
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Systems International GmbH, this AGREEMENT is governed by the laws of
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Switzerland without reference to the conflict of laws principles, and
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excluding the United Nations Convention on Contracts for the
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International Sale of Goods, and in any dispute arising out of this
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AGREEMENT, you consent to the exclusive personal jurisdiction and
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venue of the competent courts in the Canton of Zurich. If any
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provision of this Agreement is invalid or unenforceable under
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applicable law, then it shall be to that extent deemed omitted and
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the remaining provisions will continue in full force and effect. To
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the extent a provision is deemed omitted, the parties agree to comply
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with the remaining terms of this AGREEMENT in a manner consistent
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with the original intent of the AGREEMENT.
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14. HOW TO CONTACT CITRIX. Should you have any questions
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concerning this AGREEMENT, or want to contact Citrix for any reason,
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write to Citrix at the following address: Citrix Systems, Inc.,
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Customer Service, 851 West Cypress Creek Road, Ft. Lauderdale,
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Florida 33309; or Citrix Systems International GmbH, Rheinweg 9,
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CH-8200 Schaffhausen, Switzerland.
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15. TRADEMARKS. Citrix, MetaFrame, and MetaFrame XP are
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registered trademarks of Citrix Systems, Inc., in the US and other
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countries. Microsoft and Windows are registered trademarks of
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Microsoft Corporation in the US and other countries.
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