HomeMy WebLinkAboutIT16-339 - Extension - Citrix Systems, Inc. - NetScaler & XenApp Annual Maintenance - 08/16/2017 '! "NT Records Management Document
CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission
to the City Clerk's Office. All portions are to be completed.
If you have questions, please contact the City Clerk's Office at 253-856-5725.
❑ Blue/Motion Sheet Attached
❑ Pink Sheet Attached
Vendor Name: Citrix Systems, Inc.
Vendor Number (JDE): 39763
Contract Number (City Clerk): _..--.. . T.� .-.......... . .
Category: License Agreement
Sub-Category (if applicable). Choose an item,
-.-_-_—.--
Project Name: 2017-2018 Citrix/NetScaler/XenApp Annual Software Maintenance
Contract Execution Date: 08/16/17 Termination Date: 08/16/18
Contract Manager: Somen Palit Department: IT
Contract Amount: $12,430
Approval Authority: ® Director ❑ Mayor ❑ City Council
Other Details: Usinq Prior IT16-339
CITRIX l� Invoice
Total Cost
Sub Total: 11,300.00 USD
Freight: 0.00 USD
SCANNED
Billing Address Tax Amount: 1,130.00 USD
City of Kent Total USD: 12,430.00 USD
Arm:Accounts Payable AUG 211 2017
220 4TH Aven ue S
Kent, WA 98032-5895
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Invoice Number: 91823608 Sold To Customer No: I3054989
Invoice Date: August 11,2017 Customer PO: 139823
Due Date: September 10,2017 Sales Order: C 3-1 l
Payment terms: NET 30 Days Reference Invoice:
Currency: USD Reward Registration Id:
Ship Via: UPS Ground-526-971
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Kent, WA 98032
USA
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Citrix Systems Inc. Please make payable to Citrix Systems,Inc.
P O Box 931686 and indicate customer number and invoice
Atlanta,GA 31193-1686 number on payment.Payable in USfunds
Electronic payments(ACH)
ABA new:-121000248=
ABA(CDA):061209756
Account#:2090003163088
SWIFT:WFBIUS6S
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Citrix XenApp Advanced-xl Concurrent
User Connection CSS Select Renewal
CM-3984361-73483
Citrix Systems,Inc.
851 W Cypress Creek Rd,Fort Lauderdale,FL 33309,PH (954)267-3000
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Service Start Date:Aug 16,2017 End
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4000947 1 EA 0.00 0.00 0,00%
Presentation Server Advanced Edition-
Subscription Advantage Renewal
CM-3984361-73483
Renewal Quantity:15
Service Start Date:Aug 16,2017 End
Date: Aug 16,2018
4034241 1 EA 700.00 700.00 10.00%
Citrix XenApp Advanced-x 1 Concurrent
User Connection CSS Select Renewal
CM-3984361-73483
Renewal Quantity: 10
Service Start Date:Aug 16, 2017 End
Date: Aug 16,2018
4000947 1 EA 0.00 0.00 0.00%
Presentation Server Advanced Edition-
Subscription Advantage Renewal
CM-3984361-73483
Renewal Quantity:10
Service Start Date:Aug 16,2017 End
Date: Aug 16,2018
4034241 1 EA 1,DS0.00 1,050,00 10.00%
Citrix XenApp Advanced-x1 Concurrent
User Connection CSS Select Renewal
CM-3984361-73483
Renewal Quantity:15
Service Start Date:Aug 16,2017 End
Date: Aug 16,2018
4000947 I EA 0.00 0.00 0.00%
Presentation Server Advanced Edition-
Subscription Advantage Renewal
CM-3984361-73483
Renewal Quantity:15
Service Start Date:Aug 16,2017 End
Date: Aug 16,2018
4034241 1 EA 1,400.00 1,400.00 10,00%
Citrix XenApp Advanced-x1 Concurrent
User Connection CSS Select Renewal
CM-3984361-73483
Renewal Quantity:20
Citrix Systems,Inc.
851 W Cypress Creek Rd,Fort Lauderdale,FL 33309,PH (9S4)267-3000
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Presentation Server Advanced Edition-
Subscription Advantage Renewal
CM-3984361-73483
Renewal Quantity:20
Service Start Date!Aug 16,2017 End
Date: Aug 16,20118
4034241 1 EA 350.00 350.00 10.00%
Citrix XenApp Advanced-xI Concurrent
User Connection CSS Select Renewal
CM-3984361-73483
Renewal Quantity:5
Service Start Date:Aug 16,2017 End
Date: Aug 16,2018
4000947 1 EA 0.00 0.00 0.00%
Presentation Server Advanced Edition-
Subscription Advantage Renewal
CM-3984361-73483
Renewal Quantity:5
Service Start Date:Aug 16,2017 End
Date: Aug 16,2018
4034241 iEA 700.00 700.00 10.00%
Citrix XenApp Advanced-xl Concurrent
User Connection CSS Select Renewal
CM-3984361-73483
Renewal Quantity: 10
Service Start Date:Aug IF),2017 End
Date: Aug 16,2018
14000947 1EA 0.00 0.00 0-00%
Presentation Server Advanced Edition-
Subscription Advantage Renewal
CM-3984361-73483
Renewal Quantity: 10
Service Start Date:Aug 16,2017 End
Date: Aug 16, 2018
4034241 1 EA 3,500.00 3,500.00 10.00%
Citrix XenApp Advanced-xi Concurrent
User Connection CSS SelectRenewal
CM-3984361-73483
Renewal Quantity:50
LService Start Date:Aug 16,2017 End
Citrix Systems,Inc.
851 W Cypress Creek Rd,Fort Lauderdale,FL 33309,PH (954)267-3000
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CM-3984361-73483
Renewal Quantity:50
Service Start Date:Aug 16,2017 End
Date: Aug 16,2018
4034241 1 EA 350.00 350.00 - 10.00%
CitrixXenAppAdvanced-xl Concurrent
User Connection CSS Select Renewal
LA-0001754289.89648
Renewal Quantity:5
Service Start Date:Aug 16,2017 End
Date: Aug 16,2018
4000947 1 EA 0.00 0.00 0.00%
Presentation Server Advanced Edition-
Subscription Advantage Renewal
LA-0001754289-89648
Renewal Quantity:5
Service Start Date:Aug 16, 2017 End
Date: Aug 16,2018
4034475 TEA 2,200.00 2,200.00 10.00%
Citrix NetScaler VPX 200 Mbps Enterprise
Edition CSS Select Renewal
LA-0001881845-13271
Renewal Quantity: 1
Service Start Date:Aug 16,2017 End
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4000816 1 EA 0.00 0.00 0.00%
Citrix NetScaler VPX 200 Mbps Enterprise
Edition-Subscription Advantage Renewal
LA-0001881845-13271
Renewal Quantity: 1
Service Start Date:Aug 16,2017 End
Date: Aug 16,2018
GTLCAGICASAR TEA 0.00 0.00 0.00%
(GTL)Citrix Access Gateway ICA-Renewa I
LA-0001881845-13271
Total Cost:
Service Start Date:Aug 16,2017 End Sub Total: 11,300.00 USD
Date: Aug 16,2018 Freight: 0.00 USD
Tax Amount: 1,130.00 USD
Total USD_ 1..240
.3 .00 USD
Citrix Systems,Inc.
851 W Cypress Creek Rd,Fort Lauderdale,FL 33309,PH (954)267-3000
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Citrix Systems Inc.
851 W. Cypress Creek Road-Fort Lauderdale, FI 33309
Customer: City of Kent Quote#: 15290181
Ong ID: 50184HQ Date: June 29, 2017
220 4TH Avenue S Expires: August 16, 2017
Kent, WA 98032-5895 Issued by: Structured Communication System Inc
USA
Phone: 1-253-856-5200
Below is the quote you requested to renew the below listed Citrix Maintenance program offerings. This quote is valid for 48 days
from the date of issue. To transact this quote, please access our online renewal tool located at www.citrix.com/myaccounVrenew or
fax this quote with a signed purchase order to 954-229-5568. For more information and the terms and conditions of Citrix
Maintenance programs, please visit www.citrix.com/supporUprograms/
If you do not have a current license program registration or other applicable agreement, maintenance is offered under the Easy
program registration terms on www.citrix.com and your order will confirm your acceptance of those terms.
Quote Sly-Pnmary
Software Maintenance(USD) $11,300.00
Tax(USD) $1,130.00
Amount payable(USD) $12,430.00
QU90-11etA S
Software Maintenance
Serial Product User License Renewal Current New Price
Number Name Count Program Type Expiration Expiration (USD)
61tnx xenApp(PrO$Or4jWn Server)Advanced 10, t�4SW " "Calrvr rlt 14u !ipM1 Alf Ats :'9S 2tf13" 't7QMb,r7k�:'..
CM-3984361-73483 I eitrix XenApp(Presentation
Server)Advanced
Page 1 of 3
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Citrix Systems Inc.
851 W. Cypress Creek Road-Fort Lauderdale, FI 33309
Customer: City of Kent Quote#: 15290181
Org ID: 50184HQ Date: June 29, 2017
220 4TH Avenue S Expires: August 16, 2017
Kent, WA 98032-5895 Issued by: Structured Communication System Inc
USA
Phone: 1-253-856-5200
Software Maintenance
Serial Product User License Renewal Current New Price
Number Name Count Program Type Expiration Expiration (USD)
Citnx XenApp(Presentation Server)Advanced 50 EASY Current Aug 16,2017 At(g 16,2018 ; $3 500.00
CM-3984361-73483 Citrix Xeri(Presentation
Server)Advanced
Citrix XenApp(Presentation Server)Advanced 15 64SY Current Aug 16,2011
Aug 16 2018", $1 050.00:
CM-3984361-73483 Citrix XenApp(Presentation
Server)Advanced
Citrix XenApp(Presentatl0n'$erver)Advarlcdd 10 EASY Current Aug'16,�017 Aug 16.2018" $700.00!
CM-3984361-73483 Citrix XenApp(Presentation
Server)Advanced
Citrix XenApp(Presentation Server)Advanced 15 EASX CGrrent Aug j6.201T Aug 16,2018 $1 050.00
CM-3984361-73483 'Citrix XenApp(Presentation
Server)Advanced
Citrix XenApp(Presentation Server)Advanced 20 EASY CGrrent Aug 6,2017 Aug 16.2018 $i 406.00'
CM-3984361-73483 I Citrix XenApp(Presentation
Server)Advanced
Cltrfx XenApp(Presentation Server)Advanced 5' EASY Current Aug 18;2017 Aug 16,2018 $350 00!
CM-3984361-73483 I Citrix XenApp(Presentation
Server)Advanced
Citrix XenApp(Presentation Server)Advanced 5:' , EASY Current Aug 96,2017 Au6 162018' " $350,00I
Page 2 of 3
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Citrix Systems Inc.
851 W. Cypress Creek Road- Fort Lauderdale, FI 33309
Customer: City of Kent Quote #: 15290181
Org ID: 50184HQ Date: June 29, 2017
220 4TH Avenue S Expires: August 16, 2017
Kent, WA 98032-5895 Issued by: Structured Communication System Inc
USA
Phone: 1-253-856-5200
Software Maintenance
Serial Product User License Renewal I Current New Price
Number Name Count Program Type Expiration Expiration (USD)
LA-0001754289- Citrix XenApp(Presentation
89648 Server)Advanced
Citrix.NetScaler.VPX 200-Enterprise Edltloh t. . - EASY Cunent Aug.:16,2017 Aug 16,2018 $2,200.00
LA-0001881845- Citrix Netscaler VPX 200-
13271 Enterprise Edition
LA-0001881845- Citrix Access Gateway
13271 Platform License
Software Maintenance Subtotal: (USD) 11,, gQ.C7q
Note:All purchase orders submitted for this quote must be paid within 30 days after the order is placed. Applicable tax listed on this
quote is solely an estimate and may be subject to change depending on changes requested by official tax authorities. Your invoice
will reflect all applicable tax due. All payments are nonrefundable. Nothing contained in any purchase order or any other document
submitted by you shall in any way add to or otherwise modify these terms and conditions.
Page 3 of 3
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 hereinaflet 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 Lict in yyp r 'ouid't �enti yes Par➢. BY INSTALLING AND/OR USING
THE PRODUCT, YOU ARE AGREEING TO BE BOUND BY THE TERMS OP THIS AGREEMENT. IF YOU DO
NOT AGREE TO THE 'PERMS OF THIS AGREEMENT, DO NOT INSTALL ANTD/OR USE TIIE 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
Eititljts.%twww, ;ilrjASnrp gy,jIL tra2pr diaU h-C�irl. Any experimental features delivered with such software
will be identified and arc licensed only for internal testing purposes, "Software" weans a Citrix proprietary
and/or open source software program in object code form licensed bereunder. "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 trdjrs.1/rti`wv cirrix.coon'btty?licensirta/ouen-source.htrt1, "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(h
Ali org)).
Your license to software in a software or appliance PRODUCT will be activated by license keys that allow use
of the PRODUCT ha 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 cunent 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. to 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 fox 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 four 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
s' wv•n %Xy x rtul tier pftmj .e jQd t,)3P&ij and plan entitlements and requirements are explained at
°rt2�as/f�ryuipa(.nriA ccvpr�snprnrrt!peuglanr-j1hri.l. MAINTENANCF 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 Citric may make available from time to time. CITRLX is not obligated to make any Updates available.
0
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 dilerent 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 CITRLX PRODUCT Lifecycle Support Policy posted at
Ir, rs'J,+, w",rxiina corn"Str i 1onVpge' ne, Hfccac cle,AgM1, 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 hht„t!,� 9www. brute vnrurfyl,, owtl ,cll!n_u sbtml*l, The offering,you purchase determines your entitlement,In
addition to your MAINTENANCE plan, you may also purchase CITRIC 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 CITRCX; (iu)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 rolhtp packs, and service packs
or their equivalent for the PRODU CT in.a dmoly 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; (li) CITRIX provided alterations or additions to the PRODUCT that do not address Errors or
Defects; (H) any functionality not defined in the user documentation published by CIT'R1X and included with the
PRODUCT (hereinafter"Documentation"); (iii) use of a sollware 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.Tn situations where CITRIX cannot
provide a satisfactory resolution to your critical problem tbrough 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 fives,
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 RIGNTS, 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 transfer"
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. Ali warranty, I
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%)ur 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 pail 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 TPIE 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 file same.
4. INFRINGEMENT INT)E1vfN1PX'CA"!'ION. 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 I'tz�+s.'/ ,�rt'w.oit'rdx.crtta GuwJl6acy ,gyt,jl4p� infringes upon any patent,
copyright or trade secret of any third party ("Infringement Claim"), CITRIX shall defend, or at its option, settle,
such Tnfringement 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 dcpreeiation 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; (it) 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.
TIIE FOREGOING STATES YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY INFRINGEMENT
CLAIM OR ALLEGATfON OF INFRINGEMENT.
5. LIMITED WARRANTY AND DISCLAEIRER.CITRIC 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 worinnanship 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
r
God; (3) unproper environment, excessive or inadequate heating or air conditioning, electrical power failures,
surges, other irregularities or water damage; (4)third parry 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, IMPLIF,D, STATUTORY, OR OTHERWISE; AND CITRIX AND ITS SUPPLIERS
SPECIFICALLY DISCLAIM WITH RESPECT TO THE PRODUCT, ANY EXPERIMENTAL PEAI'URES,
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, QLl[ET POSSESSION, MERCHANTABILITY, NONINMUNGEMENT, OR
FITNESS FOR A PARTICULAR PURPOSE, TIIE PRODUCT AND MAINENANCE ARE NOT DESIGNED,
MANUFACTURED, DELIVERED OR INTENDED FOR ANY USE WHERE FAILURE COULD LEAD
DIRECTLY TO DEATH, PERSONAL IN.ITJRY, 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 herettmder 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 CITRDC' INDEMNIFICATION OBLIGATIONS EXPRESSLY
SET FORTH IN SECTION 4, AND TO THE EXTENT PERMI'TTE;D BY APPLICABLE LAW, YOU AGREE
THAT NEITHER CITRIX NOR ITS AFFILIATES, SUPPLIERS, OR AUTII4.)RIZE'D 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 FRONT 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 SPF,CIAL, 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. TIES
LIMITATION WILL APPLY EVEN IF CITRIX, ITS AFFILIATE'S, 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
LEVETED REMEDY PROVIDED HEREIN. EXCEPT FOR CITRIX' INDEMNIFICATION OBLIGATIONS
EXPRESSLY SM, FORTH. IN SECTION 4 (UNLESS NOTED AT
I,Iltls,`u.�;vItx couVhizr,° a ' dsit"r hr�r), AND TO 'THE EXTENT PERMUTED BY APPLICABLE
LAW, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF CITRIX, ITS AI^'FILIATES,
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 LIMYFA'rION 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-
S. 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 courputors and
destroying all copies., and by removing the software of your appliance PRODUCT(s) from the hardware, and then
providing written notice to CITRJX with the serial numbers of your License Keys. CITRUC 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 thercef. Any termination of consulting services is subject to the applicable
scope definition, and you shall pay for services provided prior to the termination. AB purchases are final with no
right of return, and neither CITRDC nor any reseller or distributor wilt be obligated to pay,nor will you be due, any
refund of amounts paid by you, other than under the Limited Warranty or Itrfrtngement Indemnification terms of this
AGREEMENT, Those provisions of this AGREEMENT which are intended by the parties to survive shall survive
termination ofthis 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 12212), and Sections 227.7202-1 and 227.7202-3 of the Defense Federal Acquisition
Regulation Supplement ("DFARS") (48 CFR 227.7202-1 and 227.7202-31), the use, duplication, and disclosure of
dre 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 DEARS 227.7202-1 or 227-7202-3 or these license terms are
deemed not applicable, you hereby acknowledge that the Government's light 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 rescuers do not have the
right to make modifications to this AGREEMENT or to make any additional representations, commitments, or
warranties binding on CITRIX.
It- CHOICE.OF LAW AND VENUE.The location of your providing entity will determine the choice of law and venue
as identified at imr ,'�wy�vv..ai'trux.ctvanJiauuv"leers'. °%Ttl,r�,-txi"rt2yicairdge�gltLgy��i If any provision of this
AGREEMENT is m' vand 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 aprovision 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 m be bound.
12, ASSIGNMENT AND SUBCONTRACTING. Neither party hereto may assign this AGREEMEENT, or any rights or
obligations tinder 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 CITTJX
tl
m assign this AGRFEMENT or an rights or obligations atlons under it to any AFFILIATE or an third acquiring
may � Y g Eg 7 Y Pam' 9 g
or otherwise assuming part of the business of CITRIC 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.
CITREY may use subcontractors to provide services to you under this AGREEMENT, but CITRIC shall remain
responsible to you for the performance of the services.
13, HOW TO CONTACT CITRIC. 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
ilotils`rxmnyeyec�tri4r.a.Yrn1,uv_11censel���xm�x-Vrov,iciirn�, n[rti�s.irhnJ.
14, TRADEMARK& 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:
lutt� f°tivvatl�,s.ura+ coase'.hcttP�(allllg;4rcq suttil,�l,rvcc.html.
CTX code:ESF F A100345524