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Terms & Conditions

These Terms of Service (“Terms”) are between Citrix and Customer, on behalf of itself and its applicable Affiliates (“Customer”). The authorized party signing or electronically submitting the Order or accessing the Services represents that it has the authority to bind the Customer and understands and agrees to the Order, these Terms, and the applicable Service Descriptions (collectively the “Agreement”).

1. DEFINITIONS. As used in the Agreement, the following defined terms shall apply:

1.1. Affiliate means, with respect to a party, any entity which directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means the power, directly or indirectly, to direct, or to cause the direction of, the management and policies of an entity, through majority ownership of voting securities or equity interests.

1.2 Audio Services means all audio services that are ordered from and provided to Customer by Citrix Online Audio, LLC or Grasshopper Group, LLC, the telecommunications providers responsible for the rates and terms relating to the respective audio services.

1.3 Citrix means the relevant Citrix entity specified in Section 10.15.

1.4 Citrix Marks means any name, logo, or mark belonging to Citrix or its Affiliates.

1.5 Customer Content means any files, documents, recordings, and other information belonging to Customer, users or others as may be uploaded to Customer’s Service account for storage and/or used, presented or shared with third parties in connection with the Service.

1.6 Effective Date means the earlier of the date (i) Customer submits the initial Order, or (ii) as stated on the signature block of the Order.

1.7 Fees means all subscription, implementation or related fees payable to Citrix for the Services.

1.8 Order or Services Order means any initial or subsequent ordering document and/or online request for access to the Services submitted to Citrix, or a Citrix authorized reseller.

1.9 Services means the generally available Citrix software-as-a-service offerings and Audio Services, including any components provided with the Services, all as further described in the Service Descriptions.

1.10 Service Descriptions means the overview and other terms applicable to the Services, as amended from time to time, and found at Service Descriptions.

1.11 Updates means any corrections, bug fixes, new features or functions added to the Services, but shall not include any new versions that Citrix markets and sells separately. Citrix may provide Updates to the Services at any time in its sole discretion.

1.12 Use Level means the model by which Citrix measures, prices and offers the Service to Customer as set forth on the applicable price list, websites, Order, and/or Service Description.

2. RIGHTS.

2.1 Right to Use Service. Subject to these Terms, Citrix will provide the Services set forth in any Order for use in accordance with the Agreement and applicable Use Levels. Customer acknowledges that Services are not intended for use by consumers, and may be used only for business and professional purposes. Customer agrees to use the Services in accordance with the Citrix privacy policy, a link to which may be found on the webpage for the applicable Service and in the applicable Service Description (the “Privacy Policy”) and the Citrix anti-spam policy, each of which may be updated from time to time and can be viewed at www.citrix.com. Technical support for the Services is provided as set forth in the applicable Service Description. Updates to the Services are included in the Fees and Customer agrees to use the then-current version of the Service made available by Citrix. To the extent that Affiliates use the Services, Customer warrants that it has the authority to bind those Affiliates under the Agreement and will be liable to Citrix in the event any Affiliate fails to comply with any term or condition of the Agreement.

2.2 Limitations on Use. Except to the extent permitted by applicable law, Customer agrees, on behalf of itself and its users, not to (i) modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or attempt to decipher any code relating to the Services; (ii) knowingly or negligently access or use the Services in a manner that abuses or disrupts the Citrix networks, security systems, user accounts, or Services of Citrix or any third party, or attempts to gain unauthorized access to any of the above through unauthorized means; (iii) transmit through or post on the Services any material that is deemed abusive, harassing, obscene, slanderous, fraudulent, libelous or otherwise objectionable or unlawful; (iv) market, offer to sell, and/or resell the Services to any unauthorized third party; (v) use the Services in violation of Citrix policies, applicable laws, ordinances or regulations; (vi) use the Services to send unsolicited or unauthorized advertising, junk mail, or spam; (vii) harvest, collect, or gather information or data regarding other users without their consent; (viii) transmit through or post on the Services any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright, data privacy or right of publicity; (ix) transmit or post on the Services any material that contains software viruses or other harmful or deleterious computer code, files or programs; (x) if the Customer is a Citrix competitor for the relevant Services, use the Services directly or indirectly for competitive benchmarking or other competitive analysis (xi) submit to, or store in the Services, any Protected Health Information (“PHI”) unless Customer has complied with Section 5.1 below; or (xii) make any representations with respect to Citrix or the Agreement (including, without limitation, that Citrix is a warrantor or co-seller of any of Customer’s products and/or services). Citrix shall have sole and exclusive discretion to determine applicability of the restrictions set forth above and any violations thereof.

2.3 Proprietary Rights. Except for the limited use rights granted herein, Customer has no right, title, license or interest in or to the Services, Citrix Marks or any intellectual property rights related thereto. Customer acknowledges that Citrix or its licensors retain all (i) proprietary right, title and interest in and to, or practiced in connection with, the Services, Citrix Marks or any intellectual property rights related thereto, including, without limitation, all modifications, enhancements, derivative works, and upgrades thereto, and (ii) copyrights to materials contained on the Citrix websites.

2.4 Citrix Marks. Unless expressly authorized by the Agreement, Customer agrees that it shall not use, register or apply for registration of any trademark, service mark, business name, company/trade name, domain name or social media account name or handle which is comprised of or incorporates in whole or in part any Citrix Mark, or is otherwise confusingly similar to a Citrix Mark. If reasonably requested by Citrix, Customer agrees that it will take all action necessary to effect the transfer of any of the above to Citrix, including but not limited to executing assignment documentation. Customer represents that it has reviewed and will adhere to Citrix’s Trademark & Copyright Guidelines, which are incorporated herein by reference and may be periodically updated by Citrix.

3. ORDERS, FEES AND PAYMENT.

3.1 Orders. Customer may order Services using Citrix’ then-current ordering processes. All Orders are subject to acceptance and verification by Citrix in its discretion. All Customer information provided by or on behalf of Customer must be current, complete and accurate and Customer is responsible for keeping such information updated.

3.2 Fees and Payment. Customer is responsible for all Fees applicable to the Services which are due and payable as set forth on the invoice and, unless otherwise agreed in writing, payments are due thirty (30) days from the invoice date. Customer agrees to (i) notify Citrix of any fee dispute within fifteen (15) days of the invoice date, (ii) work in good faith to promptly resolve any dispute, and (iii) pay fees within fifteen (15) days following resolution of the dispute. When applicable, Customer authorizes Citrix (a) to take steps to determine whether a debit/credit card number provided is valid, and (b) charge such card in accordance with the billing frequency specified in the Order. Citrix reserves the right to terminate the Agreement immediately if at any time Customer payment information is found to be inaccurate or not current, and Customer is responsible for overdraft charges or other fees incurred as a result of Citrix use of Customer’s card for payment hereunder. Citrix will not agree to submit invoices via any customer procure-to-pay online portal and/or Electronic Data Interchange (EDI) Portals. Citrix reserves the right to update the price for Services at any time after the Initial Term. Citrix will notify Customers of any price changes by publishing on its website, emailing, quoting or invoicing Customer. Price changes will be effective as of the next billing cycle.

3.3 Additional Services. Customer may order additional Services at any time. Unless otherwise agreed in the applicable Order, any additional Services ordered by Customer following the Effective Date are subject to these Terms, and shall be coterminous with the Term for existing Services.

3.4 Delinquent Accounts. Citrix reserves the right, in its discretion, to (i) suspend or terminate the Services or any portion thereof for non-payment of undisputed Fees, and (ii) impose a charge to restore archived data from delinquent accounts. Customer agrees to reimburse Citrix for all reasonable costs and expenses incurred in collecting delinquent amounts.

3.5 Taxes and Withholding. Customer shall be responsible for all applicable taxes (including but not limited to withholding tax, sales tax, services tax, value-added tax (VAT), goods and services tax (GST), tariffs, Universal Services Fund (USF) fees (if applicable to the Audio Services only) and/or duties (collectively, “Taxes”) imposed by any government entity or collecting agency based on the Services, except those Taxes based on Citrix net income, or Taxes for which Customer has provided an exemption certificate. If Customer fails to satisfy its Tax obligations herein, Customer agrees to reimburse Citrix for any Taxes paid on Customer’s behalf and indemnify and hold Citrix harmless against any claim, liability and/or penalties resulting therefrom.

4. TERM AND TERMINATION.

4.1 Term. The period that Customer may access and use the Services (“Term”) shall be as specified in the Order and may include an initial period (“Initial Term”) and a renewal period (“Renewal Term”). If no Term is specified in the Order, then the Initial Term shall commence on the Effective Date for a twelve (12) month period, and thereafter shall automatically continue for additional twelve (12) month Renewal Terms on each anniversary thereof, unless either party provides notice of non-renewal thirty (30) days prior to expiration of the then-current term.

4.2 Termination for Convenience. During any Renewal Term, either party may terminate those specific Services that are in the Renewal Term, or, if all Services are in a Renewal Term, Customer may terminate the Agreement at any time with prior written notice and such termination shall be effective at the end of (i) thirty (30) days or (ii) Customer’s current billing cycle, whichever is earlier. The termination of specific Services that are in a Renewal Term shall not modify the term of any other Services or Order still in effect. Customer must submit written notice of termination to Citrix at corporatecancellations@citrixonline.com or or otherwise in accordance with the applicable Service Description. If Citrix permits Customer to reinstate Services at any time after termination of such Services, Customer agrees to be bound by the then-current Terms and the renewal date that was in effect as of the effective date of termination.

4.3 Termination for Cause. Either party may terminate the Agreement (i) if the other party breaches any of its material obligations and fails to cure within thirty (30) days of receipt of written notice from the non-breaching party, or (ii) if the other party becomes insolvent or bankrupt, liquidated or is dissolved, or ceases substantially all of its business, or (iii) immediately for a breach by Customer of Section 2, 5 or 6.

4.4 Effect of Termination. Upon termination of the Agreement or any Services, Customer (i) will immediately discontinue all access and use of the applicable Services and, (ii) may request a file of Customer Content which will Citrix will make available at then-current rates. Customer must make any such request within thirty (30) days following termination, otherwise Customer Content may not be retrievable, and Citrix will have no obligation to continue to maintain Customer Content. Neither party shall be liable for any damages resulting from termination of the Agreement; provided, however, termination shall not affect any claim arising prior to the effective termination date. Customer agrees to pay for any use of the Services past the date of expiration or termination.

4.5 Survival. The provisions of Sections 3 (Orders, Fees and Payment), 4.4 (Effect of Termination), 5 (Customer Content and Customer Accounts), 8 (Indemnification), 9 (Limitation of Liability), and 10.12 (Notices) shall survive any termination of the Agreement.

5. CUSTOMER CONTENT AND CUSTOMER ACCOUNTS.

5.1 Customer Content. Customer retains all rights to any and all of its Customer Content and Citrix shall not own or license any data, content, information or material in such Customer Content. Customer grants to Citrix a non-exclusive, worldwide, royalty-free, license to use, modify, reproduce and distribute Customer Content, only as may be necessary to provide the Service, and Customer warrants that it has the right to grant such license and no Customer Content infringes on the rights of any third party. Each party shall apply reasonable technical, organizational and administrative security measures to keep Customer Content protected in accordance with industry standards, and Customer shall retain a current copy of Customer Content outside the Services. Citrix will not monitor Customer’s or its users’ use of the Services, and Citrix will not view, access or process any Customer Content, except: (i) for the sole purpose of providing and improving the Services, (ii) as directed or instructed by Customer and its users, and/or (iii) for compliance with Citrix policies, applicable law, regulation, or governmental request. Customer shall comply with all intellectual property laws related to the Customer Content and legal duties applicable to Customer as a data controller by virtue of the submission or storage of Customer Content within the Services, including providing all information or notices Customer is required by law to provide to users and obtain consent of the users, where required. Customer and its users shall not submit to or store any personal health information (“PHI”) in any Service, unless Customer has purchased the ShareFile Service and entered into a Citrix Business Associate Agreement (“BAA”). Citrix may update any BAA from time to time without notice (as noted by its last updated date) and the most current version will be posted online. Notwithstanding anything to the contrary, this Section 5.1. expresses the entirety of Citrix obligations with respect to Customer Content..

5.2 Customer Accounts. Customer is solely responsible for (i) the configuration of Customer’s Services account, (ii) the operation, performance and security of Customer’s equipment, networks and other computing resources used to connect to the Services, (iii) ensuring all users exit or log off from the Services at the end of each session, (iv) maintaining the confidentiality of Customer’s accounts, user id’s, conference codes, and passwords used in conjunction with the Services, and (v) all uses of the Services by Customer and its users. Citrix reserves the right to suspend the Services or terminate the Agreement if Customer misuses or otherwise shares login information among users. Customer will notify Citrix immediately of any unauthorized use of its account or any other breach of security of which Customer becomes aware. Citrix will not be liable for any loss that Customer may incur as a result of a third party using Customer’s password or account. Citrix reserves the right to review Customer’s account to the extent necessary to confirm compliance with applicable Use Levels, and to terminate or suspend Customer’s access for overuse and/or misuse. Customer agrees to pay for any overage in excess of permitted Use Levels.

6. COMPLIANCE WITH LAWS.

In connection with the performance, access and use of the Services under the Agreement, each party agrees to comply with all laws, rules and regulations including, but not limited to, export and import, data protection, and privacy laws and regulations applicable to that party. If necessary and in accordance with applicable law, Citrix will cooperate with local, state, federal and international government authorities with respect to the Services and Citrix provision of such Services to Customers. Specifically, without limiting the generality of the foregoing, Customer shall provide the relevant persons and/or participants with all information or notices Customer is required by applicable privacy and data protection laws to provide and, if necessary, obtain the consent of or provide choices to such persons and/or participants as required. Notwithstanding any other provision in these Terms, Citrix shall have the right to immediately terminate the Agreement for noncompliance with applicable laws.

7. WARRANTIES.

CITRIX WARRANTS THAT THE SERVICES WILL CONFORM TO THE SERVICE DESCRIPTIONS UNDER NORMAL USE. CITRIX DOES NOT REPRESENT OR WARRANT THAT (I) THE USE OF SUCH SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) SUCH SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, OR (III) ALL ERRORS OR DEFECTS WILL BE CORRECTED. CITRIX ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY UNDER THIS WARRANTY WILL BE, AT CITRIX SOLE OPTION AND SUBJECT TO APPLICABLE LAW, TO PROVIDE CONFORMING SERVICE, OR TO TERMINATE THE NON-CONFORMING SERVICES, OR APPLICABLE ORDER AND THE AGREEMENT, AND PROVIDE A PRO-RATED REFUND OF ANY PREPAID FEES FROM THE PERIOD OF NON-CONFORMANCE THROUGH THE END OF THE REMAINING TERM. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CITRIX DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMERS LOCATED IN SUCH JURISDICTIONS.

8. INDEMNIFICATION.

8.1 Indemnification by Citrix. Subject to Sections 8.2. and 8.3. below, Citrix shall indemnify and defend Customer against any third party Infringement Claim, and shall pay reasonable attorney’s fees, court costs, damages finally awarded, or reasonable settlement costs with respect to such Infringement Claim; provided that: (i) Customer promptly notifies Citrix in writing of an Infringement Claim such that Citrix is not prejudiced by any delay of such notification; (ii) Citrix will have sole control over the defense and any settlement of any Infringement Claim; and (iii) Customer will provide reasonable assistance in the defense of same. Citrix will reimburse Customer for reasonable expenses incurred in providing such assistance. Customer may participate in the defense or settlement of such a claim with counsel of its own choice and at its own expense; however, Customer shall not enter into any settlement agreement which imposes any obligation on Citrix without Citrix’s express prior written consent. For the purposes of these Terms, “Infringement Claim” means any claim, suit or proceeding brought against a Customer based on an allegation that the Services, as used by Customer in accordance with the Agreement and the applicable documentation, infringes upon any patent, copyright or violates any trade secret rights of any third party.

8.2 Infringement Cures. If Customer’s use of any of the Services is, or in Citrix’s opinion is likely to be, enjoined as a result of an Infringement Claim, Citrix shall, at its sole option and expense, either (i) procure for Customer the right to continue using the Services as contemplated herein, or (ii) replace or modify the Services to make their use non-infringing without degradation in performance or a material reduction in functionality. If options (i) and (ii) above are not reasonably available, Citrix may, in its sole discretion and upon written notice to Customer, terminate the Agreement, cancel access to the Services and refund to Customer any prepaid, but unused Fees.

8.3 Limitation. Citrix assumes no liability, and shall have no liability, for any Infringement Claim based on (i) Customer’s access to and/or use of the Services following notice of an Infringement Claim; (ii) any modification of the Services by Customer or at its direction; (iii) Customer’s combination of the Services with third party programs, services, data, hardware, or other materials; or (iv) any trademark or copyright infringement involving any marking or branding not applied by Citrix or involving any marking or branding applied at Customer’s request.

8.4 Exclusive Remedy. THE FOREGOING STATES CITRIX SOLE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY WITH RESPECT TO ANY INFRINGEMENT CLAIM HEREUNDER.

8.5 Indemnification by Customer. Customer shall indemnify and defend Citrix against any third party claim resulting from a breach of Section 2 or 5.2 or alleging that any Customer Content submitted by Customer infringes upon any patent or copyright, or violates trade secret or privacy rights of any party, and Customer shall pay reasonable attorney’s fees, court costs, damages finally awarded, or reasonable settlement costs with respect to any such claim; provided that: (i) Citrix promptly notifies Customer in writing of such a claim such that Customer is not prejudiced by any delay of such notification, (ii) Customer will have sole control over the defense and any settlement of any such claim, and (iii) Citrix will provide reasonable assistance in the defense of same. Customer will reimburse Citrix for reasonable expenses incurred in providing such assistance. Citrix may participate in the defense or settlement of such a claim with counsel of its own choice and at its own expense; however, Citrix shall not enter into any settlement agreement or otherwise settle any such claim without Customer’s express prior written consent.

9. LIMITATION ON LIABILITY.

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR RELATING TO: (i) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR VIOLATION OF STATUTE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY. EXCEPT FOR (a) A PARTY’S INDEMNIFICATION OBLIGATIONS (b) A BREACH BY CUSTOMER OF SECTION 2 OR 5, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY AND THEIR RESPECTIVE LICENSORS AND SUPPLIERS ARISING OUT OF THIS AGREEMENT, SHALL BE LIMITED TO THE SUM OF THE AMOUNTS PAID FOR THE APPLICABLE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE FOREGOING SHALL NOT LIMIT CUSTOMER’S OBLIGATIONS TO PAY ANY UNDISPUTED FEES AND/OR OTHER SUMS DUE UNDER ANY ORDER.

10. ADDITIONAL TERMS.

10.1 European Union Customers. The provisions of this Section 10.1 shall apply only to Customers residing in the European Union. If Customer desires to enter into standard contractual clauses with Citrix as it relates to the processing of Customer information by Citrix, Customer may request a Data Processing Addendum (“DPA”) by submitting a DPA Request Form, and Citrix will provide Customer with a DPA for execution.

10.2 Services Trial. Citrix may make the Services available to Customer on a trial or promotional basis for a limited period of time (“Trial Period”), as specified in the applicable Order. The Trial Period shall terminate (i) at the end of the stated Trial Period, or (ii) if no such date is specified, thirty (30) days from the date of Customer’s initial access to the Services. Following expiration of the Trial Period, the Services may automatically continue unless cancelled by Customer, and Customer is responsible for payment of the applicable Fees set forth in the Order. During the Trial Period, Citrix provides the Services “AS IS” and without warranty or indemnity, to the extent permitted by law, and all other Terms otherwise apply. Citrix reserves the right to modify or discontinue any trials or promotions at any time without notice.

10.3 Third Party Features. The Services may be linked to third party sites or applications (“Third Party Services”). Citrix does not endorse, warrant or control such Third Party Services and is not responsible for the legality, quality, accuracy, reliability, or availability of any Third Party Services. Customer has sole discretion whether to purchase or connect to any Third Party Services and. Customer’s use of Third Party Services is governed solely by the terms relating to such Third Party Services. Citrix is not liable for and makes no representations related thereto, including without limitation, content or the manner in which Third Party Services handle content.

10.4 Beta Services. Customer acknowledges that Beta Services (“Beta Services”) are offered “AS-IS”, without warranty or indemnity of any kind and Customer’s access to and use of the Beta Services is at Customer’s sole risk. The Beta Services may contain bugs, errors and other defects and Citrix has no obligation to provide technical support for Beta Services. Citrix may discontinue provision of Beta Services at any time in its sole discretion and without prior notice to Customer. To the extent permitted by applicable law, Citrix disclaims any warranties and conditions, whether express, implied, statutory or otherwise, and any liability with respect to the Beta Services. Customer agrees to receive correspondence and updates from Citrix related to the Beta Services and acknowledges that opting out from such communications may result in cancellation of Customer’s access to the Beta Services. Citrix does not make any representations or guarantees that the Beta Services will be publicly announced or made generally available. Citrix may request that Customer provide feedback (“Feedback”) regarding the Beta Service, and Customer grants to Citrix an irrevocable, perpetual, royalty-free, worldwide license to use and incorporate any Feedback into any Citrix product or service (including the Beta Services) for any purpose. With respect to the Beta Services, these Terms supersede any conflicting terms and conditions in the Agreement, but only to the extent necessary to resolve conflict.

10.5 Copyright. In the event Customer believes that the Services have been used in a manner that constitutes copyright infringement, Customer shall notify Citrix in writing at: Citrix Copyright Agent, Citrix Systems, Inc., 7414 Hollister Avenue, Goleta, CA 93117 USA, and provide all of the following information, as required by the Digital Millennium Copyright Act ("DMCA"): (i) a statement that Customer has identified content in the Services that infringes a copyright of a third party for whom Customer is authorized to act; (ii) a description of the copyrighted work Customer claims has been infringed; (iii) a specific description of where the allegedly infringing material is located in the Services, including a URL or exact description of the content's location; (iv) Customer’s name, address, telephone number, and e-mail address; (v) a statement that Customer has a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use); (vi) a statement that, under penalty of perjury, the information in Customer’s notice is accurate and that Customer is authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; and (vii) Customer’s electronic or scanned physical signature. Citrix reserves the right to delete or disable allegedly infringing content, to terminate the accounts of users who are repeat infringers, and to forward the information in the copyright-infringement notice to the user who allegedly provided the infringing content.

10.6 Cookies. By using the Services or websites, Customer agrees to the use of cookies which Citrix uses to facilitate use of the Services and website. Citrix does not store passwords or any other Customer personal information in the cookies, and Citrix does not sell, trade or rent any Customer personal information to unaffiliated third parties. More information about Citrix use of cookies is contained in the Privacy Policy.

10.7 Suspension of Service. Citrix may temporarily suspend the Services if Citrix determines, in its sole discretion, that continued provision would compromise the security of the Services due to, without limitation, hacking attempts, denial of service attacks, mail bombs or other malicious activities, and Citrix will take action to promptly resolve any such security issues. Citrix agrees to notify Customer of any such suspension and subsequent reactivation of the Services.

10.8 High-Risk Use. Customer acknowledges that the Services are not designed or intended for access and/or use in or during high-risk activities, including but not limited to: medical procedures; on-line control of aircraft, air traffic, aircraft navigation or aircraft communications; or the design, construction, operation or maintenance of any nuclear facility. Customer understands that the Services do not allow and should not be used for calls to emergency services numbers (e.g., in the United States 911, or in the United Kingdom 999 and 112). Citrix disclaims any express or implied warranty of fitness for high-risk activities.

CITRIX IS NOT A "DIAL-TONE" PROVIDER. IN THE EVENT OF AN EMERGENCY WHILE USING ANY SERVICES, HANG UP AND DIAL "911". USERS MUST UTILIZE THE TELEPHONE SERVICE PROVIDED BY THE USER’S LOCAL CARRIER TO MAKE A 911 CALL.

10.9 Recordings. Certain Services provide functionality that allows a Customer to record audio and data shared during collaboration sessions. Customer is solely responsible for complying with all federal, state, and local laws in the relevant jurisdiction when using recording functionality. Citrix disclaims all liability with respect to Customer's recording of audio or shared data while using the Services, and Customer releases and agrees to hold Citrix harmless from and against any damages or liabilities related to the recording of any audio and/or data.

10.10 Voice and Data Charges; Customer Connectivity. Customer is responsible for all fees and charges imposed by Customer’s telephone carriers, wireless providers, and other voice and data transmission providers related to access and use of the Services. If Customer’s broadband connection or telephone service fails, Customer experiences a power failure, or other events take place outside of Citrix control, the Services may not be fully functionalcease to function.

10.11 Assignment. Neither party may assign its rights or delegate its duties under the Agreement either in whole or in part without the other party’s prior written consent, which shall not be unreasonably withheld, except that either party may assign the Agreement as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets. Any attempted assignment without such consent shall be void. The Agreement will bind and inure to the benefit of each party’s successors or assigns.

10.12 Notices. Citrix may provide Customer with notice (i) in writing by personal delivery, commercially recognized overnight air courier or by certified or registered mail to the address last designated on Customer’s account, (ii) by email to address last designated on the Customer’s account, or (iii) electronically via postings on the Citrix website, in-product notices, or any Citrix self-service portal or administrative center. Unless otherwise specified in this Agreement, notices to Citrix shall be in writing and delivered in person, by commercially recognized overnight air courier or by certified or registered mail to address for the Citrix contracting entity specified below, or such other address as Citrix may provide to Customer, with a copy to Citrix Legal Department, 7414 Hollister Avenue, Goleta, California 93117 USA. Notice shall be deemed given (a) upon personal delivery; (b) if sent via commercially recognized overnight delivery, on the second business day after notice is sent, (c) if sent by registered or certified mail, on the fifth business day after notice is sent, (d) if sent by email, when the email is sent, or (e) if posted electronically, upon posting.

10.13 Entire Agreement; Order of Precedence. The Agreement sets forth the entire agreement and understanding of the parties relating to the Services and supersedes all prior and contemporaneous oral and written agreements. For any conflict between an executed Order, these Terms and the Service Descriptions, the conflict shall be resolved in that order, but only for the specific Services described in the applicable Order. For any conflict between these Terms and any BAA, these Terms shall control. Nothing contained in any document submitted by Customer shall in any way add to or otherwise modify the Agreement or Citrix program terms. The Terms may be updated by Citrix from time to time without notice (but will be identified by the last updated date) and may be reviewed at Terms of Service. Customer’s continued access to and use of the Service constitutes acceptance of the then-current Terms.

10.14 General Terms. Captions and headings are used herein for convenience only, are not a part of these Terms, and shall not be used in interpreting or construing the Agreement. If any provision of the Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from the Agreement and the other provisions shall remain in full force and effect. The parties are independent contractors and nothing in the Agreement creates a partnership, franchise, joint venture, agency, fiduciary or employment relationship between or among the parties. No person or entity not a party to the Agreement will be deemed to be a third party beneficiary of the Agreement or any provision hereof. Citrix authorized resellers and distributors do not have the right to make modifications to the Agreement or to make any additional representations, commitments, or warranties binding on Citrix. Citrix failure to enforce any term of the Agreement will not be construed as a waiver of the right to enforce any such terms in the future. Unless otherwise specified, remedies are cumulative. The Agreement may be agreed to online, or executed by electronic signature and in one or more counterparts. No party will be responsible for any delay, interruption or other failure to perform under the Agreement due to force majeure events and acts beyond a party’s reasonable control, but only for so long as such conditions persist. Force majeure events may include: natural disasters; wars; terrorist activities, activities of local exchange carriers, telephone carriers, wireless carriers, and Internet service providers, labor disputes; and acts of government.

10.15 Contracting Party, Choice of Law and Location for Resolving Disputes. The applicable Citrix contracting entity, notice address, governing law and jurisdiction will depend on where the Customer is domiciled and the specific Services ordered or used, as set forth below.

Customer Domicile Contracting Entity Notice address: ** Governing law: Governing venue:
North, South or Central America, or the Caribbean (“Americas”)

Citrix Systems, Inc.
7414 Hollister Avenue
Goleta, CA 93117, U.S.A.

Open Voice Services: Citrix Online Audio LLC 499 Washington Boulevard, Suite 1401 Jersey City, NJ 07310, U.S.A.
OPEN VOICE SERVICES ARE PROVIDED BY CITRX ONLINE AUDIO LLC. CITRIX SYSTEMS, INC. IS AN AGENT OF CITRIX ONLINE AUDIO LLC FOR CERTAIN LIMITED PURPOSES IN CONNECTION WITH THE SERVICES PROVIDED TO CUSTOMER.

Grasshopper Services: Grasshopper Group, LLC
197 1st Avenue, Suite 200
Needham, MA 02494, U.S.A.

Global Customer Support
7414 Hollister Avenue
Goleta, CA 93117, U.S.A.

Global Customer Support
7414 Hollister Avenue
Goleta, CA 93117, U.S.A.

Florida and controlling United States federal law

Florida and controlling United States federal law

Broward County, Florida, U.S.A.

Europe, Middle East or Africa

Citrix Systems UK Limited
Building 3
Chalfont Park Gerrards Cross
Bucks SL9 BG
United Kingdom
Registration no.: 02937203
VAT no.: GB928999931

Grasshopper Services: Grasshopper Group, LLC
197 1st Avenue, Suite 200
Needham, MA 02494, U.S.A.

Global Customer Support
Building 3
Chalfont Park Gerrards Cross
Bucks SL9 BG
United Kingdom

England and Wales
If purchased through Citrix Systems International GmbH: Switzerland in each case without reference to the conflict of laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods

England and Wales
If purchased through Citrix Systems International GmbH:
Canton of Zurich

Asia or Pacific region

Citrix Systems Asia Pacific Pty Ltd
Level 3-5, 66 Waterloo Road
Macquarie Park, NSW 2113
Sydney, Australia
ABN no.: 37 078 874 530

Grasshopper Services: Grasshopper Group, LLC
197 1st Avenue, Suite 200
Needham, MA 02494, U.S.A.

Global Customer Support
Level 3-5, 66 Waterloo Road
Macquarie Park, NSW 2113
Sydney, Australia

New South Wales
Excluding the United Nations Convention on Contracts for the International Sale of Goods

New South Wales

*For Customers domiciled in the United Kingdom, if Citrix Systems UK Limited is unable to resolve a complaint satisfactorily, Customer may be able to make a complaint through the Office of the Telecommunications Ombudsman, an independent alternative dispute resolution scheme of which Citrix Systems UK Limited is a registered member, which will conduct a detailed case review and make an independent third-party decision or recommendation. *For Customers domiciled in France, the following additional terms apply: “All requested Customer information on the Order and in the Agreement is compulsory and necessary for processing Customer’s file. Customer is hereby informed that its personal data is subject to automatic processing by Citrix Systems UK Limited for the management of Customer’s file. Customer may ask for access to and rectification of Customer’s personal data.” *For Customers domiciled in Europe, Customer agrees that it shall utilize the Services only for business or professional use and shall enter into a legal transaction with Citrix Systems UK Limited only in such capacity. If Customer wants to initiate out-of-court dispute resolution mechanisms according to the provisions of the Telecommunications Act and its executive regulations Customer may submit an application to the German Federal Network Agency, Bonn, Germany. **Notwithstanding the notice provisions above, all notices for non-renewal must be sent to the email address in Section 4.2 of these Terms.