HomeMy WebLinkAboutIT16-339 - Extension - Citrix Systems, Inc. - NetScaler & XenApp Annual Maintenance - 08/16/2016'fecor dsM em
KENT
CONTRACT COVER SHEET
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This is to be completed by the Contract Manager prior to submission
to City Clerks Office. All portions are to be completed.
If you have questions, please contact City Clerk's Office,
Vendor Namer Citrix Systems, Inc.
Vendor Number: 39763
JD Edwards Number
Contract Number:
This is assigned by City Clerk's Office
Project Name:2OL6 - 2Ot7 Citrix/NetScaler/XenAp o Annual Software Maintenance
Descriptiont D Interlocal Agreement n Change Order n Amendment X Contract
n Other:
Contract Effective Date: OB/L6/L6 Termination Date= O8/L6/L7
Contract Renewal Notice (Days):30
Number of days required notice for termination or renewal or amendment
Contract Manag er: Curt Ryser Departmentl Information Technologies
Contract Amount: 5L2.373.50
Approval Authority: f, oepartment Director I t"tayor I City Council
Detailr (i.e, address, location, parcel number, tax id, etc,)l
As of: 08/27/14
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O.OO USD
11,300.00 usD
1,073.50 USD
12,373.sO USD
Bllllng Address
City of Kent
Attn : Accounts Payable
220 AfH Avenue S
Kent, WA 98032-5895
USA
Total Cost:
Freight:
Sub Total:
Tax Amount:
Total USD:
lnvoice Number:
lnvoice Date:
Due Date:
Payrnent terrns:
Currency:
Ship Via:
91731456
August 0t 20I6
September A+2016
NET 30 Days
USD
Fed Ex 2 Day
Sold To Customer No:
Customer PO:
Sales Order:
Reference lnvoice:
Reward Registration ld:
1960 0P
City of Kent
220 4TH Avenue S
Kent, WA 98032-5895
USA
P O Box 931686
Atlanta, GA 3'l 1 93-1 686
Electronic payments (ACH)
ABA new:-l21000248-_ - .
A6['ic D A j''o otlo st {6'
Account #: 2090003 1 63088
SWIFT: WFBlU565
Citrix Systems lnc.Pleage make payable to Cltrix Systems, lnc.
and indlcate customer number and lnvolce
number on payment. Payable in USfunds
4034241
Citrix XenApp Advanced - xl Concurrent User Connection
Softwa re Maintenance Renewal
cM-3 98436 I -73483
RenewalQuantity: l5
IEA r,050.00 1,050.00 9.50 0/o
Citrix Systems, lnc.
851 WCypressCreek Rd, Fort Lauderdalq FL 33309, PH (954) 267-3000
2d'IclrR.lx'o
lnvoice
te:
4000947
Presentation Server Advanced Edition - Subscription
Advantage Renewal
cM-3984361-73483
Renewal Quantity: 15
Service Start Date: Aug 1O 2016 End Date: Aug 16,2017
4034241
Citrix XenApp Advanced - x1 Concurrent User Connection
Software Mai ntena nce Renewd I
cM-3984361-73483
RenewalQuantity: l0
ServiceStartDate:Aug 16,2016 End Date: Aug 16,2017
4000947
Presentation Seryer Advanced Edition - Subscription
Advantage Renewal
cM-3984361-73483
RenewalQuantity: 10
Service Start Date: Aug 16, 2016 End Date: Aug 16,2017
4034241
CitrixXenApp Advanced - xl Concurrent User Connection
Softwa re Mai ntena nce Renewa I
cM-398436r -7383
RenewaiQuantity: l5
ServiceStart Date:Aug 16,2016 End Date: Aug 16,2017
4000947
Presentation Server Advanced Edition - Subscription
Advantage Renewal
€M-39S4361 -738J--
RenewalQuantity: l5
Service Start Date: Aug 16,2016 End Date: Aug 16,20"17
4A34241
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Software Maintena nce Renewal
cM-398436t-7383
Renewal Quantity:20
Service Start Date Aug 16, 2016 End Date: Aug 16,2Q17
400a947
Presentation Server Advanced Edition - Subscription
Advantage Renewal
cM-3984361-73€3
Renewal Quantity: 20
IEA
lEA
lEA
IEA
IEA
lEA
lEA
0.00
700.00
0.00
1,050.00
0.00
0.0O 000 9/o
700.00 9.509/o
0.00 0.O0%o
1,050.00 9.50o/o
0.00 0.00%o
1,400.00
0.00
1,400.00 9.500/o
0.00 0.ffi0/o
Citrix Systems, lnc.
851 W Cypress Creek Rd, Fort Laud etdale, FL 33309, PH (954) 267-3000
I -)3 of4
clrR.lx*lnvoice
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4034141
Citrix XenApp Advanced - xl Concurrent UserConnection
Softwa re Mai ntenance Renewa I
cM-3s84361-7343
Renewal Quantity: 5
Service StartDate; Aug 16, 2016 End Date: Aug 16,2017
4000947
Presentation Server Advanced Edition - Subscription
AdvantigaReiiewdl
cM-3984361-734F3
Renewal Quantity: 5
Service Start Date: Aug 'lO 2016 End Date: Aug 16,2017
4034241
Citrix XenApp Advanced - xl Concurrent User Connection
Softwa re Maintenance Renewa I
cM-3984361-7383
RenewalQuantity:'10
Service Start Dats Aug 1 6, 2016 End Date: Aug 16,2017
&00947
Presentation Server Advanced Edition - Subscription
Advantage Renewal
cM-3984361-73483
RenewalQuantity: 10
Service Staft Date: Aug 16, 2016 End Date: Aug 16, 2017
4034241
Citrix XenApp Advanced - xl Concurrent UserConnection
Software Maintenance Renewal
IEA
lEA
IEA
1EA
lEA
350.00
0.00
700.00
0.00
3,500.00
350.00 9.50 9o
0.00 0.00 %
700.00 9.50 o/o
0.00 0.00 o/o
3,500.00 9.50vo
1t3483-
Renewal Quantity:50
Service Start Date: Aug 16, 201 6 End Date: Aug 16,2017
4000947
Presentation Server Advanced Edition - Subscription
Advantage Renewal
cM-3984361-7343
Renewal Quantity: 50
Service Start Date; Aug 16,2016 End Date: Aug '16,2017
4034241
Citrix XenApp Advanced - xl Concurrent User Connection
Softwa re Ma intenance Renewa I
LA-0001754289-896218
Renewal Quantity: 5
lEA
lEA
0.00
350.00
0.00 0.00 %
350.00 9.50o/o
Citrix Systerns, lnc.
851 W Cypress Creek Rd, Fort Lauderdals FL 33309, PH (954) 267-3000
4of4
OclTn!x @ lnvoice
te:
4000947
Presentation Server Advanced Edition - Subscription
Advantage Renewal
LA-000175428949648
Renewal QuantitY:5
Service Start Date: Aug 16 2016 End Date: Aug 16,20'17
IEA 0.00 0.00 0O09o
403M75
Citrix NetScaler VPX 200 Mbps Enterprise Edition Software
lEA 2,200.00 2,200.00 9.50o/o
ntenante Renewal
LA-000188 1 845-13271
RenewalQuantity: I
Service Stan Date: Aug 16,2016 End Date: Aug 16,20"17
4000816
Citrix NetScaler VPX 200 Mbps Enterprise Edition -
Subscription Advantage Renewal
1tu0001881845-13271
RenewalQuantity: 1
Servlce staft Date: Aug l4 2016 End Date: Aug 16,2017
IEA 0.00 0.00 0.00 o/o
GTLCAGICASAR
(6tL) Citrix Access Gateway ICA - Renewal
LA-0001881&t5 -13271
RenewalQuantity: I
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1EA 0.00 0.00 0.00 9o
Freight:
Sub Total:
Tax Amount:
Total USD:
O.OO USD
11,300.00 usD
'1,073.50 usD
12.373.59 USD
citrix Systems, lnc.
85 1 W Cypress Creek Rd, Fort Lauderdale, FL 33309, PH (954) 267-3000 'gr\ Satlt
Order #: 131960 OPKENTOrder number must appear on all invoices, packages, etc. Order Date: 711212016Gity of Kent Purchase OrderThis document is hereny deemed a valid purchase order and authorizes the procurementof the materials and/or services indicated. Please let us know immediately if you are unableto ship the complete order.Ordered By: Lynnette R SmithI nfo Tech-Admin istrationShip to: City of KentCitrix Systems, lnc.P. O. Box 931686Atlanta, GA 31193-1686Bill to: Gity of KentAccounts Payable220 4lh Avenue SouthKent, WA 98032Phone: (253) 856-5230Vendor: 39763Gitrix Systems, lnc.P. O. Box 931680Atlanta, GA 31193-1686-Payment Terms-Net 30Sales TaxlTotalCost626.2'.1447.29Subtotal11,300.00Sales Tax:1,073.50Total:12,373.50Ext. Gost6,591.674,708.33Unit Cost6,591.674,708.33QuantityDescription2016-17 Citrix Annual Maint. I Contract 08.16.16-08.16.172016-17 Citrix Annual Maint. I Contract 08.16.16-08.16.17Item #Line127,217.885,155.62Approved by: Carrington, Michael CharlesMayor's Signature:(Required for contracts over $20,000)
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Citrix Systems lnc.
851 W. Cypress Creek Road - Fort Lauderdale, Fl 3330g
Customer: City of Kent
Org lD:50184HQ
220 4TH Avenue S
Kent, WA 9B032-5895
USA
Phone: 1-253-856-5200
Quote #:15029729
Date: May 23,2016
Expires: July 22,2016
lssued by: Structured Communication System lnc
lelow is the quote you requested to renew the below listed Gitrix Maintenance program offerings. This quote is valid for 60 days
from the date of issue. To transact this quote, please access our online renewal tool located at www.citrix.com/myaccounyrenew 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/maintenanceprograms.
Quote Summarv
Software Maintenance (USD)$11,300.00
Tax (USD)$1,073.50
Amount payable (USD)$12,373.50
Quote Details
Software Maintenance
Serial
Number
Product
Name
User
Count
License
Program
Renewal
Type
Current
Expiration
New
Expiration
Price
(usD)
cM-3984361-73483 Citrix XenApp (Presentation
Server) Advanced
cM-3984361-73483 Citfix XenApp (Presentation
Server) Advanced
Page 1 of3
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Citrix Systems lnc.
851 W. Cypress Creek Road - Fort Lauderdale, Fl 33309
Customer: City of Kent
Org lD:50184HQ
224 4TH Avenue S
Kent, WA 98032-5895
USA
Phone: 1-253-856-5200
Software Maintenance
Quote #:15029729
Date: May 23,2016
Expires: July 22,2016
lssued by: Structured Communication System lnc
Serial
Number
Product
Name
User
Count
License
Program
Current
Expiration
New
Expiration
Price
(usD)
cM-3984361-73483 Citrix XenApp (Presentation
Server) Advanced
cM-3984361 -73483 Citrix XenApp (Presentation
Server) Advanced
cM-3984361-73483 Citrix XenApp (Presentation
Server) Advanced
cM-3984361-73483 Citrix XenApp (Presentation
Server) Advanced
cM-3984361 -73483 Citrix XenApp (Presenlation
Server) Advanced
LA-0001754289-
89648
Citrix XenApp (Presentation
Server) Advanced
LA-0001881845-
13271
Citrix NetScaler VPX 200 -
Enterprise Edition
ffiffiffi
Page 2 of 3
'. i. :.-;:?,r :.:lr.'
Gitrix Systems lnc.
851 W. Cypress Creek Road - Fort Lauderdale, Fl 33309
Customer: City of Kent
Org lD:50184HQ
220 4TH Avenue S
Kent, WA 98032-5895
USA
Phone: 1-253-856-5200
Software Maintenance
Quote #:15029729
Date: May 23,2016
Expires: July 22,2016
lssued by: Structured Communication System lnc
Serial
Number
Product
Name
User
Count
License
Program
Renewal
Type
Current
Expiration
New
Expiration
Price
(usD)
LA-0001881845-
13271
Citrix Access Gateway
Platform License
Software Maintenance Subtotal: (USD) $1 1.300.00
Note: All purchase orders submitted for this quote must be paid within 30 days after the order is placed. Applicable tax listed on thisquote is solely an estimate and may be subject to change depending on changes requested by official tax authorities. your invoicewill reflect all applicable tax due. All payments are nonrefundable. rubtning contained in any purchase order or any other document
submitted by you shall in any way add to or othenvise modify these terms and conditions.
Page 3 of 3
CITRD( LICENSE AGREEMENT
This is a legal agreement ("AGREEMENT") between the end-user customer ('?ou"), and the providing Citrix entity (the
applicable providing entity is hereinafter referred to as "CITRD("). Your location of receipt of the Citrix product
(hereinafter '?RODUCT") and maintenance (hereinafter "MAINTENANCE") determines the providing entity as
identified at https://www.citrix.com/buv/licensing/citrix-providine-entities.html. BY INSTAILING AND/OR USING
TIM PRODUCT, YOU ARE AGREEING TO BE BOUND BY TIIE TERMS OF THIS AGREEMENT. IF YOU DO
NOT AGPAE TO T}M TERMS OF THIS AGREEMENT, DO NOT INSTALL AND/OR USE TI{E PRODUCT.
Nothing contained in any purchase order or any other document submiffed by you shall in any way modif or add to the
terms and conditions contained inthis AGREEMENT.
1. PRODUCTLICENSES.
a. End User Licenses. The software in a software PRODUCT and the software installed in an appliance
PRODUCT is made available by CITRIX under the license models identified at
https://www.citrix.com/buy/licensing/product.html. Any experimental features delivered with such software
will be identified and are licensed only for internal testing purposes. "Software" means a Citrix proprietary
and/or open source software program in object code form licensed hereunder. "Appliance" means a hardware
appliance with installed Software. Notwithstanding anything set forth in this AGREEMENT or at the referenced
website, your use of Open Source Software shall in all ways be exclusively governed by the open source license
indicated as applicable to the code at https://www.citrix.com/buy/licensine/open-source.html. "Open Source
Software" means those portions of the PRODUCT that are provided under an open source license (e.g., a
version of a GNU General Public License, BSD or a license similar to those approved by the Open Somce
Initiative (htlslbpetsAulce.Sry)).
Your license to software in a software or appliance PRODUCT will be activated by license keys that allow use
of the PRODUCT in increments defined by the license model purchased ("License Keys"). License Keys for
other CITRIX products or other editions of the same PRODUCT may not bp used to increase the allowable use
for your edition of the PRODUCT.
b. Parbrer Demo. If a software PRODUCT is labeled "Parbler Demo," notwithstanding any term to the contrary in
this AGREEMENT, your license permits use only if you are a cuffent CITRIX authorized distributor or reseller,
and then only for demonstration, test, or evaluation pu{poses in support of your end-user customers, and not for
any other puq)ose, including without limitation customer training or production purposes. Note that a Parhrer
Demo PRODUCT may disable itself upon the expiration of the License Key. In no event may a Partner Demo
PRODUCT be used beyond expiration.
c. Evaluation. If a software PRODUCT is labeled o'Evaluation," notwithstanding any term to the contrary in this
AGREEMENT, your license pemits use only if you are an end-user customer and then only for your internal
demonstration, test, or evaluation pu{poses, and not for any other purpose, including without limitation
production purposes. Your license is for ninety (90) days with no right to MAINTENANCE, the Limited
Warranty, or Infringement Indemnification. Note that an Evaluation PRODUCT may disable itself upon the
expiration of the License Key. In no event may an Evaluation PRODUCT be used beyond expiration.
d. Archive Copy. You may make one (l) copy of the software in a software or appliance PRODUCT in
machine-readable form solely for back-up, provided that you reproduce all proprietary notices on the copy.
2. MAINTENANCE. The MAINTENANCE plan applicable to this PRODUCT is identified at
https://www.citrix.com/buy/licensine/product.html and plan entitlements and requirements are explained at
https://www.citrix.com/support/programs.html. MAINTENANCE may be required at the time of PRODUCT
purchase and may need to be purchased separately. MAINTENANCE is available for an initial (l) 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, CITRD( will make any Updates for the PRODUCT covered by the plan available to you.
An "Update" shall mean a generally availabls release of the same edition of the software for the same PRODUCT
which Citrix may make available from time to time. CITRIX is not obligated to make any Updates available.
)
Updates shall be subject to the terms of this AGREEMENT, except that Updates are not covered by the Limited
Warranty applicable to the PRODUCT, to the extent permitted by applicable law. You acknowledge that CITRTX
may develop and market new or different software or appliance offerings or editions of the PRODUCT that use
portions of the PRODUCT and that perform all or part of the functions performed by the PRODUCT. Nothing
contained in this AGREEMENT shall give you any rights with respect to such new or diflerent offerings or editions.
The MAINTENANCE plan may be purchased for the PRODUCT until it is no longer offered in accordance with theapplicable CITRD( PRODUCT Lifecycle Support policy posred at
https://www.citrix.corn/support/productlifecycle.html. Any deliveries of Updates shall be electronic. The
MAINTENANCE plan may include technical support and, for hardware only, an extended hardware warranty, if
stated at https://www.citrix.com/supnorVprograms.html. The offering you purchase determines your entitlement. In
addition to your MAINTENANCE plan, you may also purchase CITRD( consulting services as may be available
(including installation services, remote monitoring services or tecbnical 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 detennination activities and to perform reasonable problem resolution activities as
suggested by CITRX; (iii) you are responsible for implementing procedwes 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 hardwme at your site and providing CITRX with access to your
facilities as required to operate the PRODUCT and permitting CITRD( to perform the service; and (v) you are
required to implement all currently available and applicable software hotfixes, hotfix rollup packs, and service packs
or their equivalent for the PRODUCT in a timely manner. CITRD( is not required to provide any technical support
for problems arising out of: (i) your or any third party's alterations or additions to the PRODUCT, operating system
or environment; (ii) CITRIX provided alterations or additions to the PRODUCT that do not address Errors or
Defects; (ii) any functionality not defined in the user documentation published by CITRD( and included with the
PRODUCT (hereinafter "Documentation"); (iii) use of a software PRODUCT on a processor or peripherals other
than the processor and peripherals defined in the Documentation; (iv) any PRODUCT that has reached End-of-Life;
and (v) any consulting deliverables from CITRIX, you or any third party. An "Error" is defined as a failure in the
PRODUCT to materially conform to the functionalrty defined in the docrrmentation. A ,,Defecf is defined as a
failure in the PRODUCT to conform to the specifications in the Documentation. In situations where CITRX cannot
provide a satisfactory resolution to your critical problem through norrnal technical support methods, CITRD( may
engage its product development team to create a private fix. Private fixes me desiped to address your specific
situation and may not be filther distributed by you. CITRD( retains all right, title, and interest in and to all fixes,
packs and their equivalent. Any private fixes are not provided as the PRODUCT under the terms of this
AGREEMENT and they are not covered by the Limited Waranty or Infringement Indemnification applicable to the
PRODUCT, to the extent pennitted by applicable law. With respect to CITRD( 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 properfy 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 OTIffiR RIGHTS, LIMITATIONS, AND OBLIGATIONS. Except as expressly set forth in
Section 12, you may not transfer, rent, timeshare, gant rights in or lease the PRODUCT except to the extent such
foregoing restriction is prohibited by applicable mandatory law. If you pwchased 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 desfoy 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 CITRD(, for tracking pu{poses. In the event you make a
transfer of the PRODUCT in the EU or EER, to the extent permitted by law and notwithstanding the terms of this
AGREEMENT, you must uninstall the PRODUCT and License Keys, cease your use, transfer them to the transferee
and retain no copies. You are responsible for ensuring that the transferee accepts the tenns of this AGREEMENT.
You must provide evidence that the conditions for a lawful transfer of the PRODUCT are met. All warranty,
MAINTENANCE and infringement indemnification rights will terminate automatically upon such transfer and will
not be available to the transferee. You must comply with applicable export laws with respect to such a transfer. You
may not modiff, 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 nofices, 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 CITRD( to audit your compliance with the terms of this
AGREEMENT upon prior written notice and dwing normal business hows, but no more than once per year. Any
audit shall not unreasonably interfere with your business activities. You will reasonably cooperate with CITRD( and
the auditor and will, without prejudice to other rights of CITRDL address any non-compliance identified by the
audit, including, but not limited to, promptly paying any fees owed. If the audit discloses an wrderpayment of ten
percent (10%) or more of fees owed for the period auditpd or other material breach of this AGREEMENT, you agree
to also reimburse CITRIX for the reasonable audit expenses. Note that a PRODUCT may be provided with
identified experimental features which are not part of the PRODUCT and which are not covered by
MAINTENANCE and the Limited Warranty. Such features are offered AS IS and may never become part of the
PRODUCT or any CITRIX commercial product. Citrix makes no representations or certifications with respect to
experimental features.
ALL RIGHTS IN TIIE PRODUCT NOT E)(PRESSLY GRANTED ARE RESERVED BY CITRD( OR ITS
LICENSORS. CITRD( 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 desip, manufacture, or operation of the same.
4. INFRINGEMENT INDEMNIFICATION. In tle event of any claim, suit, or proceeding brought against you based
on an allegation that a PRODUCT, experimental features or consulting deliverable hereurder (excluding Open
Source Software unless noted at https://www.citix.com/buy/licensing/product.html) ffiinges upon any patent,
copyright or trade secret of any third party ("Infringement Claim"), CITRX shall defend, or at its option, settle,
such Infringemenl Claim, and shall pay all costs (including reasonable attorney's fees) associated with the defense
of such Infringement Claim, and all darnages finally awarded or settlements undertaken by CITRD( in resolution of
such Infringement Claim, provided you: (i) promptly notifu CITRIX in writing of your notification or discovery of
an Infringement Claim such that CITRD( is not prejudiced by any delay in such notification; (ii) give CITRD( 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 CITRD( 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 modiff the PRODUCT, experimental
feature or consulting deliverable to make it non-infringing; or (iii) accept return of the PRODUCT, experimental
feature or consulting deliverable an4 for the PRODUCT, provide you with a prorated refirnd for the PRODUCT,
using a three (3) year sftaight line depreciation basis for the PRODUCT, or, for the consulting deliverable, refund
payments made for the deliverable. CITRD( assl qres no liability, and shall have no liability, for any Infringement
Claims or allegations of infringement based on: (i) your use of any PRODUCT, experimental feature or consulting
deliverable after notice that you should cease use of such PRODUCT, experimental feature or consulting deliverable
due to an Infringement Claim; (ii) any modification of the PRODUCT, experimental feature or consulting
deliverable by you or at your direction; (iii) your combination of the PRODUCT, experimental feature or consulting
deliverable with non-CITRfX hardwme, software, services, data or other content or materials if such Infringement
Claim would have been avoided by the use of the PRODUCT, experimental feature or consulting deliverable alone.
THE FOREGOING STATES YOIJR EXCLUSTVE REMEDY WITH RESPECT TO ANY INFRINGEMENT
CLAIM OR AILEGATION OF INFRINGEMENT.
5. LIMITED WARRANTY AND DISCLAIMER. CITRX waffants 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 CITRD( and included with the PRODUCT. Citrix warrants that
for a period of one (l) year from delivery of the License Keys, the hardware in an appliance PRODUCT, will be free
from defects in material and worlcranship in normal use. This hardware warranty does not cover any of the
following: (1) improper installation, maintenance, adjushent, repair or modification by Customer or a third party;
(2) misuse, neglect, or any other cause other than ordinary use, including without limitation, accid.ents or acts of
God; (3) improper environment, excessive or inadequate heating or air conditioning, electrical power failures,
surges, other inegularities or water damage; (4) ftfud party software or software drivers; or (5) damage to hardware
during shipment of an appliance PRODUCT. CITRIX and its licensors' and suppliers' ("SUPPLIERS"') entire
liability and yow 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. CITRD( will provide MAINTENANCE (including technical support and consulting services if
purchased) in a professional and worlananlike manner, but CITRD( cannot guamn6e 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 wananty is
re-performance of the services. With respect to consulting services, CITRIX' and its SUPPLTERS' entire liability
and yow exclusive remedy under this warranty is re-performance of the services or, if re-perfonnance is not possible
or conforrning, refund of amounts paid for the non-conforming services.
TO TIIE EXTENT PERMITTED BY APPUCABLE LAW AND EXCEPT FOR TT{E ABOVE LIMITED
WARRANTY, CITRIX AND ITS SUPPLIERS MAKE AND YOU RECEIVE NO WARRANTIES OR
CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTIIERWISE; AND CITRIX AND ITS SUPPLIERS
SPECIFICALLY DISCLAIM WITH RESPECT TO T}IE PRODUCT, ANY E)GERIMENTAL FEATURES,
MAINTENANCE AND ANY OTFMR SOFTWARE OR SERVICE DELIVERED HEREUNDE& ANY
CONDITIONS OF QUALITY, AVAILABILITY, RELIABILITY, SECURITY, LACK OF VIRUSES, BUGS, OR
ERRORS, AND ANY IMPLIED Ifi/ARRANTIES,INCLUDING, WITHOUT LIMITATION, ANY WARRANTY
OF TITLE, QUIET ENJOYMENT, QLIIET POSSESSION, MERCIIANTABILITY, NONINFRINGEMENT, OR
FITNESS FOR A PARTICTILAR PURPOSE. THE PRODUCT AND MAINENANCE ARE NOT DESIGNED,
MANUFACTURED, DELTVERED OR INTENDED FOR ANY USE WHERE FAILURE COULD LEAD
DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PIIYSICAL OR ENVIRONMENTAL DAMAGE.
YOU ASSUME RESPONSIBILITY FOR T}IEIR SELECTION TO ACHIEVE YOUR INTENDED RESULTS,
AND FOR TIIEIR INSTALLATION, USE, AND RESULTS OBTAINED TIIEREFROM.
6. EXPORT RESTRICTION. You agree that you will not export, re-export, or import the PRODUCT,
MAINTENANCE or any other software or service delivered hereunder in any form without the appropriate
government licenses. You understand that under no circumstances may the PRODUCT, MAINTENANCE or any
other software or service delivered hereunder be exported to any counbry 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 CITRD(' INDEMMFICATION OBLIGATIONS EXPRESSLY
SET FORTH IN SECTION 4, AND TO T}IE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE
THAT NEITHER CITRD( NOR ITS AFFN IATES, SUPPLIERS, OR AUTHORIZED DISTRIBUTORS SHALL
BE LIABLE FOR ANY LOSS OF DATA OR PRIVACY, LOSS OF INCOME, LOSS OF OPPORTITNITY OR
PROFITS, COST OF RECOVERY, LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY,
ARISING FROM YOUR USE OF T}IE PRODUCT, E)GERIMBNTAL FEATURES, MAINTENANCE OR ANY
OT}IER SOFTWARE OR SERVICE DELIVERED }MREUNDE& OR DAMAGB ARISING FROM YOUR USE
OF THIRD PARTY PRODUCTS OR IIARDWARE, OR ANY SPECIAL, INCIDENTAL, CONSEQTIENTIAL,
OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR YOIJR
EXPORTATION, REEXPORTATION, OR IMPORTATION OF ANY OR ALL OF THE SAME. THIS
LIMITATION WILL APPLY EVEN IF CITRIX, ITS AFFILIATES, SUPPLIERS, OR AUTHORIZED
DISTRIBUTORS FIAVE BEEN ADVISED OF TI{E POSSIBILIry OF SUCH DAMAGES, AND TIMSE
LIMITATIONS WILL APPLY NOTW]THSTANDING ANY FAILIIRE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY PROVIDED I{EREIN. EXCEPT FOR CITRIX' INDEMNIFICATION OBLIGATIONSEXPRESSLY SET FORTH IN SECTION 4 (IINLESS NOTED AT
httos://www.citrix.com/b-uy/licensine/product.html), AND TO THE EXTENT PERMITTED By AppUCABLE
LAW, IN NO EVENT SHALL TI{E TOTAL AGGREGATE LIABILITY OF CITRD(, ITS AFFILIATES,
SUPPLIERS, OR AUTHORIZED DISTRIBUTORS EXCEED TITE AMO{TNT PAID FOR TI{E PRODUCT,
HGERIMENTAL FEATURES, MAINTENANCE TERM, CONSULTING DELIVERABLE OR ANY OTHER
SOFTWARE OR SERVICE DELTVERED FMRELINDER AT ISSUE. YOU ACKNOWLEDGE TT{AT THE
)
PRODUCT AND MAINTENANCE FEES REFLECT T}IESE ALLOCATIONS OF RISK. SOME
JURISDICTIONS DO NOT ALLOV/ TIIE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL
OR CONSEQUENTIAL DAMAGES, SO TIIE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO
YOU. For purposes of this AGREEMENT, the term "AFFILIATE" shall mean any entity that controls, is under
cornmon control with, or is contolled by CITRD(, 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 CITRD(
AFFILIATES, suppliers, and authorized dishibutors are intended to be third party beneficiaries of this
AGREEMENT.
8. TERMINATION AND STIRVIVAL. This AGREEMENT is effective until terminated. You may terminate this
AGREEMENT at any time by removing the software of your software PRODUCT(s) from your computers and
destroying all copies, and by removing the software of your appliance PRODUCT(s) from the hardware, and then
providing written notice to CITRD( with the serial numbers of your License Keys. CITRD( 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 CITRD( irreparable harm for which monetary damages alone would be inadequate and
that, to the extent perrnitted by applicable law, CITRD( shall be entitled to injunctive or equitable relief without the
need for posting a bond. Upon termination of this AGREEMENT, the PRODUCT licenses ganted hereunder will
terrninate and you must immediately destroy the software in a software or appliance PRODUCT and the
Documentation, and all backup copies thereof. Any termination of consulting services is subject to the applicable
scope definition, and you shall pay for services provided prior to the tennination. All purchases are final with no
right of return, and neither CITRD( nor any reseller or distributor will be obligated to pay, nor will you be due, any
refund of amounts paid by you, other than under the Limited Warranty or Infringement Indemnification terms of this
AGREEMENT. Those provisions of this AGREEMENT which are intended by the parties to survive shall survive
termination 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 aclnowledge and agree that
the software in a software or appliance PRODUCT constitutes "Commercial Computer Software" as defined in
Section 2.101 of the Federal Acquisition Regulation ("FAR'), 48 CFR 2.101. Therefore, in accordance with Section
12.212 of the FAR (48 CFR 12.212), and Sections 227 .7202-l and 227 -7202-3 of the Defense Federal Acquisition
Regulation Supplement ("DFARS") (48 CfR 227.7202-l and,227.7202-3), the use, duplication, and disclosure of
the software and related Documentation by the U.S. Government or any of its agencies is governed by, and is
subject to, all of the terms, conditions, restrictions, and limitations set forth in this standard commercial license
AGREEMENT. If for any reason, FAF. 12.212 or DFARS 227.7202-l or 227.7202-3 or these license terms are
deemed not applicable, you hereby acknowledge that the Govenment's right to use, duplicate, or disclose the
software and related Documentation are "Resfficted Rights" as defined in 43 CFR Section 52.227 -14(a) (May 2014)
or DFARS 252.227-7014(a)(15) (Feb 2014), as applicable. Manufactwer is Citrix Systems, Inc., 851 West Cypress
Creek Road, Fort Lauderdale, Florida 33309.
10. AUTHORIZED DISTRIBUTORS AND RESELLERS. CITRX authorized distributors and resellers do not have the
right to make modifications to this AGREEMENT or to make any additional representations, commitments, or
warranties binding on CITRIX.
11. CHOICE OF LAW AND VENLIB. The location of your providing entity will determine the choice of law and venue
as identified at https://www.cifix.comibuy/licensine/citrix-providing-entities.html. If any provision of this
AGREEMENT is invalid or unenforceable under applicable law, it shall be to that extent deemed omitted and the
remaining provisions will continue in full force and effect. To the extent a provision is deemed omitted, the parties
agree to comply with the remaining terms of this AGREEMENT in a manner consistent with the original intent of
the AGREEMENT. No waiver is effective unless siped by the party to be bound.
12. ASSIGNMENT AND SUBCONTRACTING. Neither party hereto may assign this AGREEI\{ENT, or any rights or
obligations under it except as permitted by law or as set forth below, without the prior written consent of the other
parfy, 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 CITRD( upon completion of arry
pennitted assignment. In addition, you may assign this AGREEMENT to a majority-owned afftliate, and CITRIX
may assign this AGREEMENT, or any rights or obligations under it to any AFFILIATE or any third party acquiring- or otherwise assuming part of the business of CITRD( or any of its AFFILIATES. Subject io this iestriction, this
AGREEMENT will be binding upon and inure to the benefit of the parties hereto, their successors and assigns.
CITRX may use subcontractors to provide services to you under this AGREEMENT, but CITRD( shall remain
responsible to you for the performance of the services.
13' HOW TO CONTACT CITRD(. Should you have any questions concerning this AGREEMENT or want to contactCITRIX for any reason, write to CITRX Customer Service at the address identified at
httns ://www.citix.com/buy/licensins/citrix-providine-entities.html.
14' TRADEMARKS. This AGREEMENT does not grant you the right to use any CITRX trade or service mark. Forinformation about proper permitted usage of CITRD( trademarks please see:
https ://www. citrix. corn/about/leeal/brand-guidelines.html.
CTX code: ESP P A10036524