Online Subscription Agreement: TERMS & CONDITIONS
Updated on March 6, 2009
IMPORTANT – READ CAREFULLY:
BY COMPLETING THE ELECTRONIC ACCEPTANCE PROCESS AND CLICKING THE ACCEPTANCE BUTTON, YOU REPRESENT AND WARRANT THAT YOU: (i) ARE 18 YEARS OF AGE OR OLDER; (ii) ARE, OR ARE AUTHORIZED TO SIGN FOR AND BIND, THE CONTRACTING PARTY DEFINED BELOW AS “CUSTOMER;” AND (iii) HAVE READ, UNDERSTAND AND AGREE ON BEHALF OF CUSTOMER TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS ONLINE SUBSCRIPTION AGREEMENT. OTHERWISE, DO NOT CLICK THE ACCEPTANCE BUTTON TO PROCEED AND YOUR REGISTRATION PROCESS WILL BE DISCONTINUED.
This Online Subscription Agreement (this “Agreement”) is a legal and binding instrument entered into as of the date of electronic acceptance by Customer (the “Effective Date”), by and between the Citrix Online company listed in Section 10 (“Citrix Online”), and “Customer,” the individual or entity entering into this Agreement. Citrix Online reserves the right to amend this Agreement from time to time without notice to Customer. The most current version of this Agreement can be reviewed by clicking on the “Terms of Service” hypertext link located at the bottom of Citrix Online’s Web pages.
- Description of Services. Citrix Online’s remote access products include GoToAssist® Corporate, GoToAssist® Express, GoToMeeting®, GoToWebinar®, GoToTraining™ GoToMyPC® and GoView™ services (individually and collectively referred to as the “Services”), as more fully described in subsections (a) through (g) immediately below. The selection(s) made and submitted by Customer during the registration process will identify the specific Service(s) subscribed to by Customer hereunder and the number of Named Authorized User(s) for each Service, all of which shall be listed on Customer’s “My Account” page within the Citrix Online Web site. “Named Authorized Users” shall mean (i) for the GoToAssist Express, GoToMeeting, GoToWebinar, GoToTraining and GoView Services, the Customer-designated individuals (i.e., employees, contractors, consultants, etc.) who may access the Services in accordance with this Agreement, and (ii) for the GoToMyPC Service, the Customer-designated host PCs which may be accessed by authorized individuals (i.e., employees, contractors, consultants, etc.) in accordance with this Agreement. The following describes the Services currently offered by Citrix Online:
- GoToAssist Express. By subscribing to the GoToAssist Express Service, Customer may access and use the GoToAssist Express screen-sharing application for the sole purpose of enabling a Named Authorized User to provide remote assistance to its internal and external customers.
- GoToAssist Corporate. By subscribing to the GoToAssist Service, Customer may access and use the GoToAssist screen-sharing application for the sole purpose of enabling Named Authorized Users to provide remote assistance to their internal and external customers.
- GoToMeeting. By subscribing to the GoToMeeting Service, Customer may access and use the GoToMeeting online meeting application for the sole purpose of conducting online meetings between Named Authorized Users and their respective invited attendees.
- GoToWebinar. By subscribing to the GoToWebinar Service, Customer may access and use the GoToWebinar Web conferencing application for the sole purpose of conducting online Webinars between Named Authorized Users and their respective invited attendees.
- GoToTraining Beta. By subscribing to the GoToTraining Beta Service, Customer may access and use the GoToTraining online training application for the sole purpose of conducting online training between Named Authorized Users and their respective invited attendees, which allows synchronous online training sessions, distribution of course materials, testing and assessments, publishing upcoming courses to a catalog, and maintaining a reusable, shared content library.
- GoToMyPC. By subscribing to the GoToMyPC Service, Customer may access and use the GoToMyPC remote-access screen-sharing application for the sole purpose of enabling authorized individuals to remotely access and control Named Authorized Users.
- GoView Beta. By subscribing to the GoView Beta Service, Customer may access and use the GoView screen recording, editing, and hosting service that allows Named Authorized Users to easily create and share recorded content online.
- Online Registration. To subscribe to Services via the Citrix Online Web site, Customer must complete the online registration process, including Customer’s electronic acceptance of this Agreement, and Citrix Online must then accept such online registration. Citrix Online may reject an online registration by a potential Customer in its sole discretion and is not obligated to provide a reason for its rejection. In the event a potential Customer’s online registration is rejected by Citrix Online, such potential Customer may submit a new online registration for re-evaluation by Citrix Online.
- Registration Data. As part of the online registration process, Citrix Online will collect certain limited information about Customer (“Registration Data”). All Registration Data provided by or on behalf of Customer must be current, complete and accurate, and Customer is solely responsible for updating such Registration Data as necessary. Citrix Online reserves the right to terminate this Agreement immediately in the event any Registration Data is found to be inaccurate, incomplete or not current at any time.
- Account Password/Security. As part of the online registration process, Customer will choose a password and a user name. Customer is entirely responsible for maintaining the confidentiality of its password and account, and Customer is solely responsible for any and all activities that occur under its account. Customer agrees to notify Citrix Online immediately of any unauthorized use of its account or any other breach of security. Citrix Online shall not be liable for any loss that Customer may incur as a result of a third party using its password or account, either with or without its knowledge. Customer may be held liable for losses incurred by Citrix Online or another party due to a third party using Customer’s account or password.
- Payment Information. As part of the online registration process, Citrix Online will collect certain additional information related to billing and payment matters (“Payment Information”). Such Payment Information will include a valid debit card or credit card number with available credit sufficient to pay the applicable Subscription Fees, an election of a preferred billing frequency, and other information as required by Citrix Online. All Payment Information provided by or on behalf of Customer must be current, complete and accurate, and Customer is solely responsible for updating such Payment Information as necessary. Customer hereby authorizes Citrix Online, from time to time, to take steps to determine whether the debit card or credit card number provided is valid. Citrix Online reserves the right to terminate this Agreement immediately in the event any Payment Information is found to be inaccurate, incomplete or not current at any time. Citrix Online shall not be responsible for any overdraft charge or other fees that may be incurred by Citrix Online’s use of Customer’s debit card or credit card.
- Trial and Promotional Offers. From time to time, Citrix Online may offer certain trial and/or promotional offers. Citrix Online reserves the right to discontinue or modify coupons, credits, trials and promotional offers at its discretion and without notice. Any such trial or promotional offers may not be combined with other coupons, credits, trials, promotions or any other discounts, and are limited to one (1) per Customer. The details of any trial or promotional offers applicable to Customer shall be listed on Customer’s “My Account” page within the Citrix Online Web site.
- Customer Rights and Restrictions.
- During the Term of this Agreement, and upon Customer’s payment of all applicable Subscription Fees, Citrix Online will enable Customer to access and utilize the Services as contemplated herein, and Customer may access and use the Services subscribed to hereunder pursuant to and in accordance with the provisions of this Agreement.
- Customer shall be solely responsible for all content transferred by Customer or any other party in connection with Customer’s access and/or use of the Services, including all visual, written and/or audible communications. Customer hereby agrees not to access and/or use the Services (i) to send unsolicited commercial email in violation of applicable law; (ii) request, collect and/or store sensitive data (such as credit card numbers or social security numbers) from online meeting or Webinar attendees; (iii) to communicate any message or material that is deemed harassing, threatening, indecent, obscene, libelous, slanderous, or otherwise unlawful; (iv) in a manner which violates the intellectual property rights of any party; or (v) in a manner which constitutes or encourages conduct that could be a criminal or civil offense under any applicable law or regulation. Although Citrix Online is not responsible for any such content or communications, Citrix Online reserves the right to take any action it deems necessary or appropriate in its sole discretion, with respect to any such content or communications of which Citrix Online may become aware, at any time and without notice to Customer.
- Customer may not reverse engineer, decompile or otherwise attempt to decipher any code in connection with the Services or any other aspect of Citrix Online’s technology.
- Customer may reassign Named Authorized Users without incurring additional fees.
- Customer may inform its Named Authorized Users, customers and employees that the Services subscribed to hereunder are powered by Citrix Online.
- Customer may not resell, distribute, or otherwise use any of the Services on a timeshare or service bureau basis.
- Customer shall not access and/or use any of the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Citrix Online Web sites, Services or any networks or security systems of Citrix Online.
- No other rights are granted hereunder except as expressly set forth in this Agreement.
- Term and Termination.
- Term. This Agreement shall commence on the Effective Date and continue for the subscription period as stated on Customer’s “My Account” page within the Citrix Online Web site. Customer may access its “My Account” page at any time and update certain account information.
- Termination for Cause. Citrix Online reserves the right to terminate this Agreement immediately if Customer breaches any of its material obligations under this Agreement.
- Effect of Termination. Upon termination of this Agreement, Customer will immediately discontinue all access to and use of the Services. Citrix Online shall not be liable for any damages resulting from a termination of this Agreement as provided for herein; provided, however, the termination of this Agreement shall not affect any claim arising prior to such termination.
- Subscription Fees. Customer is responsible for all Subscription Fees, and hereby authorizes Citrix Online to obtain payment of all such Subscription Fees in accordance with the Payment Information, as stated on Customer’s “My Account” page within the Citrix Online Web site. Customer shall also be responsible for all applicable taxes (withholding tax, sales tax, services tax, value-added tax (VAT), goods and services tax (GST), etc.) or duties imposed by any government entity or collecting agency EXCEPT those taxes based on Citrix Online’s or Citrix Systems, Inc.’s net income.
- Confidential Information. Unless expressly authorized in writing by the other party, neither party shall disclose to any third party any non-public information or materials provided by the other party under this Agreement and reasonably understood to be confidential (“Confidential Information”), or use such Confidential Information in any manner other than to perform its obligations under this Agreement. The foregoing restrictions do not apply to any information that (i) is in or becomes available through the public domain, (ii) is already lawfully in the receiving party’s possession, (iii) was known to the receiving party prior to the date of disclosure, (iv) becomes known to the receiving party from a third party having an apparent bona fide right to disclose the information, or (v) Confidential Information that the receiving party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, providing receiving party provides disclosing party timely notice of such court order or subpoena. Furthermore, Customer will keep in strict confidence all passwords and other access information to the Services.
- DISCLAIMER OF WARRANTIES. CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE PROVIDED BY Citrix Online ON AN “AS IS” BASIS, AND CUSTOMER’s ACCESS TO AND/OR USE OF THE SERVICES IS AT ITS SOLE RISK. Citrix Online EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Citrix Online MAKES NO WARRANTY THAT ANY OF THE SERVICES WILL MEET THE REQUIREMENTS OF CUSTOMER OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, NOR DOES Citrix Online MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICES OR THAT ANY DEFECTS IN THE PLUG-IN WILL BE CORRECTED. CUSTOMER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED (INCLUDING PLUG-INS) THROUGH THE USE OF ANY OF THE SERVICES IS DONE AT THE SOLE RISK OF CUSTOMER AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM Citrix Online OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER.
- LIMITATION ON LIABILITY. IN NO EVENT SHALL Citrix Online BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL, MULTIPLE, PUNITIVE OR OTHER DAMAGES RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LOSS OF INCOME, LOSS OF OPPORTUNITY, LOST PROFITS, COSTS OF RECOVERY OR ANY OTHER DAMAGES), HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE, AND WHETHER OR NOT Citrix Online HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Citrix Online’s LIABILITY HEREUNDER IS LIMITED TO $50. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER.
- Indemnification. Customer hereby agrees, at its sole expense, to indemnify, defend and hold Citrix Online harmless from and against any loss, cost, damages, liability or expense arising out of or relating to (i) a third-party claim, suit, proceeding, action or allegation of infringement based on information, data, files or other content submitted by Customer or otherwise related to Customer’s access to and/or use of the Services; or (ii) any fraud or manipulation, or other breach of this Agreement by Customer.
- Contracting Party, Choice of Law and Location for Resolving Disputes. This Agreement is between Customer and the Citrix Online entity for Customer’s country or region. In this section, find the country or region where Customer is located, where Customer lives (if Customer is signing up for the Services as an individual person) or where Customer’s business is located (if Customer is signing up for the Services as business) in the subsections below, and in that subsection Customer will find the Citrix Online entity that Customer is contracting with and the choice of law and the location for resolving disputes with such Citrix Online entity. 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.
- North and South America. Customer is contracting with Citrix Online LLC located at 7414 Hollister Avenue, Goleta, California 93117, United States and this Agreement will be governed by the laws of the State of Florida without reference to conflict of law principles and excluding the United Nations Convention on Contracts for the International Sale of Goods, and in any dispute arising out of this Agreement, Customer consents to the exclusive personal jurisdiction and venue in the State and Federal courts within Broward County, Florida.
- Europe, Middle East and Africa. Customer is contracting with Citrix Online UK Limited located at Unit 1, Anglo Office Park, 67 White Lion Road, Amersham, Buckinghamshire, United Kingdom HP79JQ and this Agreement will be governed by the laws of England and Wales without reference to conflict of law principles and excluding the United Nations Convention on Contracts for the International Sale of Goods, and in any dispute arising out of this Agreement, Customer consents to the exclusive personal jurisdiction and venue in the competent courts of England and Wales.
- Asia and the Pacific. Customer is contracting with Citrix Online Aus Pty Ltd located at Level 3, 1 Julius Avenue, Northridge Ryde, NSW 2113 and this Agreement will be governed by the laws of the State of New South Wales, Australia and excluding the United Nations Convention on Contracts for the International Sale of Goods, and in any dispute arising out of this Agreement, Customer consents to the exclusive personal jurisdiction and venue of the competent courts sitting in the State of New South Wales.
- Additional Terms.
- Authority. Each party hereby represents and warrants to the other party that it has all necessary authority to enter into and perform its obligations under this Agreement without the consent of any third party or breach of any contract or agreement with any third party.
- Assignment. Customer may not assign its rights or delegate its duties under this Agreement either in whole or in part, and any such attempted assignment or delegation shall be void.
- Force Majeure. Citrix Online will not be responsible for any delay, interruption or other failure to perform under this Agreement due to acts beyond the control of Citrix Online.
- Choice of Law. This Agreement and any dispute arising out of or in connection with this Agreement shall be governed by and construed under the laws of the State of Florida, without regard to the principles of conflict of laws.
- Export. Both parties agree to comply with applicable United States export and import laws and regulations.
- High-Risk Use. Customer hereby 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. Citrix Online hereby expressly disclaims any express or implied warranty of fitness for such purposes.
- Proprietary Rights. Citrix Online retains ownership of all proprietary rights in or associated with all its products and services (including the Services), and Customer may not use the Citrix Online logo, or any other name, logo, icon or mark identifying Citrix Online’s products and/or services (including the Services) without prior written permission of Citrix Online.
- Compliance with Laws. Customer shall comply with all applicable laws, rules and regulations relating to Customer’s access to and/or use of the Services.
- No Waiver. The failure of either Customer or Citrix Online in any one or more instance(s) to insist upon strict performance of any of the terms of this Agreement will not be construed as a waiver or relinquishment of the right to assert or rely upon any such term(s) on any future occasion(s).
- Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect.
- No Third Party Beneficiaries. No person or entity not a party to this Agreement will be deemed to be a third party beneficiary of this Agreement or any provision hereof.
- Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and understandings with respect to the same. No waiver or amendment of any term or condition of this Agreement shall be valid or binding on either party unless agreed to in writing by both parties.
- Captions and Headings. Captions and headings are used herein for convenience only, are not a part of this Agreement, and shall not be used in interpreting or construing this Agreement.
- Language. Only the most current English version of this Agreement is binding. In the event of inconsistency or discrepancy between the English version and any other language version of this Agreement, the English-language version shall prevail.
- Beta version. The terms of this subsection 11(o) shall only apply to Customer with respect to any “Beta” version of any of the Services (the “Beta Services”) made available to Customer for purposes of evaluation and feedback. Customer acknowledges that the Beta Service(s) Customer is evaluating may contain bugs, errors and other problems and is provided to Customer “as-is.” Therefore, Citrix Online disclaims any warranty or liability obligations to Customer of any kind with respect to the Beta Services. Customer further acknowledges the importance of communication between Citrix Online and Customer during Customer’s use of the Beta Services and participation in Citrix Online’s Beta program and hereby agrees to receive related correspondence and updates from Citrix Online. In the event Customer requests to opt-out from such communications, Customer’s participation in the Citrix Online Beta program will also be canceled. Customer also hereby acknowledges that Citrix Online has not made any representations, promises or guarantees that the Beta Services will ever be announced or made available to anyone in the future and that Citrix Online has no express or implied obligation to Customer to announce or introduce the Beta Services. During the Citrix Online Beta program, Customer will be asked to provide feedback regarding Customer’s use of the Beta Service(s) and Customer hereby grants to Citrix Online a perpetual, royalty-free worldwide license to use and/or incorporate such feedback into any Citrix Online product or service (including the Beta Services) at any time at the sole discretion of Citrix Online. With respect to the Beta Services, this subsection shall supersede any other terms and conditions contained herein, but only to the extent necessary to resolve conflict.