Warranty_Terms.docx

Warranty Terms

1. Citrix To contact Technical Support and Customer Service please visit: https://www.citrix.com/contact/support.html

CITRIX LICENSE AGREEMENT

This is a legal agreement ("AGREEMENT") between the end-user customer ("you"), and the providing Citrix entity (the applicable providing entity is hereinafter referred to as "CITRIX"). This AGREEMENT includes the Data Processing Agreement, the Citrix Services Security Exhibit and any other documents incorporated herein by reference. Your location of receipt of the Citrix product (hereinafter "PRODUCT") and maintenance (hereinafter "MAINTENANCE") determines the providing entity as identified at https://www.citrix.com/buy/licensing/citrix-providing-entities.html. BY INSTALLING AND/OR USING THE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL AND/OR USE THE PRODUCT. Nothing contained in any purchase order or any other document submitted by you shall in any way modify or add to the terms and conditions contained in this AGREEMENT.

1. PRODUCT LICENSES.

1.1. End User Licenses. Citrix hereby grants Customer a non-exclusive worldwide license to use the software in a software PRODUCT and the software installed in an appliance PRODUCT 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/licensing/open-source.html.

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 be used to increase the allowable use for your edition of the PRODUCT.

1.2. Partner Demo. If a Software PRODUCT is labeled "Partner Demo," notwithstanding any term to the contrary in this AGREEMENT, your license permits use only if you are a current CITRIX authorized distributor or reseller, and then only for demonstration, test, or evaluation purposes in support of your end-user customers, and not for any other purpose, including without limitation customer training or production purposes. Note that a Partner Demo PRODUCT may disable itself upon the expiration of the License Key. In no event may a Partner Demo PRODUCT be used beyond expiration.

1.3. Evaluation. If a Software PRODUCT is labeled "Evaluation," notwithstanding any term to the contrary in this AGREEMENT, your license permits use only if you are an end-user customer and then only for your internal demonstration, test, or evaluation purposes, and not 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.

1.4. Archive Copy. You may make one (1) copy of the software in a Software or Appliance PRODUCT in machine- readable form solely for backup, 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/licensing/product.html and plan entitlements and requirements are explained at https://www.citrix.com/support/programs.html. MAINTENANCE is required at the time of PRODUCT purchase and must be purchased separately. MAINTENANCE is available for an initial one (1) year term and may automatically renew or be extended by your purchase of available annual renewals (the "MAINTENANCE Term"). The MAINTENANCE offering you purchase determines how renewals work. In the event your offering includes automatic renewals, should you wish to allow MAINTENANCE to expire at the end of your then current term, you must provide Citrix thirty (30) days advance written notice. MAINTENANCE for a Software or Appliance PRODUCT begins upon delivery of the License Keys. During the initial or a renewal MAINTENANCE Term, CITRIX will make any Updates for the PRODUCT covered by the plan available to you. An "Update" shall mean a generally available release of the same edition of the Software for the same PRODUCT that 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 CITRIX 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 different offerings or editions. The MAINTENANCE plan may be purchased for the PRODUCT until it is no longer offered in accordance with the applicable CITRIX PRODUCT Lifecycle Support Policy posted at https://www.citrix.com/support/product-lifecycle.html. Any deliveries of Updates shall be electronic. The MAINTENANCE plan includes technical support, and may include online services, and, for hardware only, an extended hardware warranty, as stated at https://www.citrix.com/support/programs.html. The offering you purchase determines your entitlement and usage rights. In addition to your MAINTENANCE plan, you may also purchase CITRIX consulting services as may be available (including installation services, remote monitoring services or technical consulting). CITRIX’ provision of technical support or consulting services is predicated upon the following responsibilities being fulfilled by you: (i) you will designate a primary administrative contact for technical support; (ii) you agree to perform reasonable problem determination activities and reasonable problem resolution activities as suggested by CITRIX; (iii) you are responsible for implementing procedures necessary to safeguard the integrity and security of software and data from unauthorized access and for reconstructing any lost or altered files resulting from catastrophic failures; (iv) you are responsible for procuring, installing, and maintaining all equipment, telephone lines, communications interfaces, and other hardware at your site and providing CITRIX with access to your facilities as required to operate the PRODUCT and permitting CITRIX to perform the service; and (v) you are required to implement all currently available and applicable software hotfixes, hotfix rollup packs, and service packs or their equivalent for the PRODUCT in a timely manner. CITRIX is not required to provide any technical support for problems arising out of: (i) your or any third party’s alterations or additions to the PRODUCT, operating system or environment; (ii) CITRIX provided alterations or additions to the PRODUCT that do not address Errors or Defects; (iii) any functionality not defined in the user documentation published by CITRIX and included with the PRODUCT (hereinafter "Documentation"); (iv) use of a Software PRODUCT on a processor or peripherals other than the processor and peripherals defined in the Documentation; (v) any PRODUCT that has reached End-of-Life; and (vi) any consulting deliverables from CITRIX, you or any third party. An "Error" is defined as a failure in the PRODUCT to materially conform to the functionality defined in the Documentation. A "Defect" is defined as a failure in the PRODUCT to conform to the specifications in the Documentation. In situations where CITRIX cannot provide a satisfactory resolution to your critical problem through normal technical support methods, CITRIX may engage its product development team to create a private fix. Private fixes are designed to address your specific situation and may not be further distributed by you. CITRIX retains all right, title, and interest in and to all fixes, packs and their equivalent. Any private fixes are not provided as part of the PRODUCT under the terms of this AGREEMENT and they are not covered by the Limited Warranty or Infringement Indemnification applicable to the PRODUCT, to the extent permitted by applicable law. With respect to CITRIX consulting services, all intellectual property rights in all deliverables, pre-existing works and derivative works of such pre-existing works, as well as developments made, conceived, created, discovered, invented, or reduced to practice in the performance of the assessment are and shall remain the sole and absolute property of CITRIX, subject to a worldwide, non-exclusive license to you for internal use.

3. DESCRIPTION OF OTHER RIGHTS, LIMITATIONS, AND OBLIGATIONS. Except as expressly set forth in Section 12, you may not transfer, rent, timeshare, grant rights in or lease the PRODUCT except to the extent such foregoing restriction is prohibited by applicable mandatory law. Any attempt to do so in violation of this prohibition shall be void. If you purchased or otherwise received replacement License Keys as part of a PRODUCT upgrade or trade-up, or a new product release with new product licenses under MAINTENANCE, you agree to destroy the original License Keys and retain no copies after installation of the new License Keys and PRODUCT. Solely for the purpose of migrating users, you are permitted a ninety (90) day grace period to run both your new and old License Keys in production. This period begins with your purchase of the upgrade or trade-up, or with your download of the new release under MAINTENANCE. You shall provide the serial numbers of the original License Keys and corresponding replacement License Keys to the reseller and, upon request, directly to CITRIX, for tracking purposes. In the event you make a transfer of the PRODUCT in the EU or EER, to the extent permitted by law and notwithstanding the terms of this AGREEMENT, you must uninstall the PRODUCT and License Keys, cease your use, transfer them to the transferee and retain no copies. You are responsible for ensuring that the transferee accepts the terms of this AGREEMENT. You must provide evidence that the conditions for a lawful transfer of the PRODUCT are met. All Limited Warranty, MAINTENANCE and Infringement Indemnification rights will terminate automatically upon such transfer and will not be available to the transferee, including the ability to purchase MAINTENANCE. You must comply with applicable export laws with respect to such a transfer. You may not modify, translate, reverse engineer, decompile, disassemble, create derivative works based on or copy the PRODUCT, except as expressly licensed in this AGREEMENT or to the extent such foregoing restriction is expressly prohibited by applicable mandatory law. You may not remove any proprietary notices, labels or marks on the PRODUCT. Notwithstanding the foregoing, this AGREEMENT shall not prevent or restrict you from exercising additional or different rights to any portions of the PRODUCT that are open source software. To the extent permitted by applicable law, you agree to allow CITRIX to audit your compliance with the terms of this AGREEMENT upon prior written notice and during normal business hours, but no more than once per year. Any audit, which may be conducted on premises, shall not unreasonably interfere with your business activities. You will reasonably cooperate with CITRIX and the auditor and will, without prejudice to other rights of CITRIX, address any non-compliance identified by the audit, including, but not limited to, promptly paying any fees owed. Excess license usage will be determined based on your peak usage and billed to you at the then-current Citrix suggested retail price for licenses, and for maintenance on those licenses (for the lesser of the duration of the excess usage or two years). If the audit discloses an underpayment of ten percent (10%) or more of fees owed for the period audited or other material breach of this AGREEMENT, you agree to also reimburse CITRIX for the reasonable audit expenses. Note that a PRODUCT may be provided with identified experimental features that are not part of the PRODUCT and that 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 THE PRODUCT NOT EXPRESSLY GRANTED ARE RESERVED BY CITRIX OR ITS

LICENSORS. CITRIX and/or its licensors own and retain all title and ownership of all intellectual property rights in and to the PRODUCT, including any adaptations, modifications, translations, derivative works or copies, and any relating to the design, manufacture, or operation of the same.

4. INFRINGEMENT INDEMNIFICATION. In the event of any claim, suit, or proceeding brought against you based on an allegation that a PRODUCT, experimental features or consulting deliverable hereunder (excluding open source software) infringes upon any patent, copyright or trade secret of any third party ("Infringement Claim"), CITRIX shall defend, or at its option, settle, such Infringement Claim, and shall pay all costs (including reasonable attorney’s fees) associated with the defense of such Infringement Claim, and all damages finally awarded or settlements undertaken by CITRIX in resolution of such Infringement Claim, provided you: (i) promptly notify CITRIX in writing of your notification or discovery of an Infringement Claim such that CITRIX is not prejudiced by any delay in such notification; (ii) give CITRIX sole control over the defense or settlement of the Infringement Claim; and (iii) provide reasonable assistance in the defense of the same. Following notice of an Infringement Claim, or if CITRIX believes such a claim is likely, CITRIX may at its sole expense and option: (i) procure for you the right to continue to use the alleged infringing PRODUCT, experimental feature or consulting deliverable; (ii) replace or modify the PRODUCT, experimental feature or consulting deliverable to make it non-infringing; or (iii) accept return of the PRODUCT, experimental feature or consulting deliverable and, for the PRODUCT, provide you with a prorated refund for the PRODUCT, using a three (3) year straight line depreciation basis for the PRODUCT, or, for the consulting deliverable, refund payments made for the deliverable. CITRIX assumes no liability, and shall have no liability, for any Infringement Claims or allegations of infringement based on: (i) your use of any PRODUCT, experimental feature or consulting deliverable after notice that you should cease use of such PRODUCT, experimental feature or consulting deliverable due to an Infringement Claim; (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-CITRIX hardware, software, services, data or other content or materials if such Infringement Claim would have been avoided by the use of the PRODUCT, experimental feature or consulting deliverable alone. THE FOREGOING STATES YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY INFRINGEMENT CLAIM OR ALLEGATION OF INFRINGEMENT.

5. LIMITED WARRANTY AND DISCLAIMER. CITRIX warrants that for a period of ninety (90) days from delivery of the License Keys, the software in a Software or Appliance PRODUCT will perform substantially in accordance with the PRODUCT’s Documentation. Citrix warrants that for a period of one (1) year from delivery of the License Keys, the hardware in an Appliance PRODUCT, will be free from defects in material and workmanship in normal use. This hardware warranty does not cover any of the following: (i) improper installation, maintenance, adjustment, repair or modification by Customer or a third party; (ii) misuse, neglect, or any other cause other than ordinary use, including without limitation, accidents or acts of God; (iii) improper environment, excessive or inadequate heating or air conditioning, electrical power failures, surges, water damage or other irregularities; (iv) third party software or software drivers; or (v) damage to hardware during shipment of an Appliance PRODUCT. CITRIX and its licensors’ and suppliers’ ("SUPPLIERS’") entire liability and your exclusive remedy under this software or hardware warranty (which is subject to your return of the PRODUCT to CITRIX or an authorized reseller) will be, at the sole option of CITRIX and subject to applicable law, to replace the PRODUCT or to refund the purchase price and terminate your license to any software on the PRODUCT. CITRIX will provide MAINTENANCE (including consulting services, if purchased separately) in a professional and workmanlike manner, but CITRIX cannot guarantee that every question or problem raised by you will be resolved or resolved in a certain amount of time. Citrix does not warrant in any form the results or achievements of the PRODUCT, technical support, consulting services or related deliverables. With respect to technical support, CITRIX’ and its SUPPLIERS’ entire liability and your exclusive remedy under this warranty is re-performance of the services. With respect to consulting services, CITRIX’ and its SUPPLIERS’ entire liability and your exclusive remedy under this warranty is re-performance of the services or, if re-performance is not possible or conforming, refund of amounts paid for the non-conforming services.

TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR THE ABOVE LIMITED WARRANTY, CITRIX AND ITS SUPPLIERS MAKE AND YOU RECEIVE NO WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE; AND CITRIX AND ITS SUPPLIERS SPECIFICALLY DISCLAIM WITH RESPECT TO THE PRODUCT, ANY EXPERIMENTAL FEATURES, MAINTENANCE AND ANY OTHER SOFTWARE OR SERVICE DELIVERED HEREUNDER, ANY CONDITIONS OF QUALITY, AVAILABILITY, RELIABILITY, SECURITY, LACK OF VIRUSES, BUGS, OR ERRORS, AND ANY IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. THE PRODUCT AND MAINENANCE ARE NOT DESIGNED, MANUFACTURED, DELIVERED OR INTENDED FOR ANY USE WHERE FAILURE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. YOU ASSUME RESPONSIBILITY FOR THEIR SELECTION TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THEIR INSTALLATION, USE, AND RESULTS OBTAINED THEREFROM.

6. DATA PROTECTION AND GDPR COMPLIANCE. Citrix agrees to deal with personal data relevant to Customer’s end-users in accordance with applicable data protection laws and regulations and the following: (a) with respect to personal data provided in connection with sales and marketing activities or use of Citrix websites, the Citrix Privacy Policy at https://www.citrix.com/about/legal/privacy/; (b) with respect to any personal information of European Union residents processed in connection with Services, the Data Processing Agreement at https://www.citrix.com/buy/licensing/citrix-data-processing-agreement.html ("European Union General Data Protection Regulation Terms"); and (c) with respect to Services, the Citrix Services Security Exhibit at https://www.citrix.com/buy/licensing/citrix-services-security-exhibit.html. Customer agrees to provide any notices and obtain any consent necessary for Citrix to access and process personal and other data as specified in this Agreement. The Privacy Policy, the Data Processing Agreement and the Citrix Services Security Exhibit are incorporated herein by reference.

7. 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: (i) any country subject to U.S. embargo, (ii) U.S.-designated denied persons or prohibited entities, or (iii) U.S. specially designated nationals.

8. LIMITATION OF LIABILITY. EXCEPT FOR CITRIX’ INDEMNIFICATION OBLIGATIONS EXPRESSLY SET FORTH IN SECTION 4, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT NEITHER CITRIX NOR ITS AFFILIATES, SUPPLIERS, OR AUTHORIZED DISTRIBUTORS SHALL BE LIABLE FOR ANY LOSS OF DATA OR PRIVACY, LOSS OF INCOME, LOSS OF OPPORTUNITY OR PROFITS, COST OF RECOVERY, LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING FROM YOUR USE OF THE PRODUCT, EXPERIMENTAL FEATURES, MAINTENANCE OR ANY OTHER SOFTWARE OR SERVICE DELIVERED HEREUNDER, OR DAMAGE ARISING FROM YOUR USE OF THIRD PARTY PRODUCTS OR HARDWARE, OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR YOUR EXPORTATION, REEXPORTATION, OR IMPORTATION OF ANY OR ALL OF THE SAME. THIS LIMITATION WILL APPLY EVEN IF CITRIX, ITS AFFILIATES, SUPPLIERS, OR AUTHORIZED DISTRIBUTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. EXCEPT FOR CITRIX’ INDEMNIFICATION OBLIGATIONS EXPRESSLY SET FORTH IN SECTION 4 (UNLESS NOTED AT https://www.citrix.com/buy/licensing/product.html), AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF CITRIX, ITS AFFILIATES, SUPPLIERS, OR AUTHORIZED DISTRIBUTORS EXCEED THE AMOUNT PAID FOR THE PRODUCT, EXPERIMENTAL FEATURES, MAINTENANCE TERM, CONSULTING DELIVERABLE OR ANY OTHER SOFTWARE OR SERVICE DELIVERED HEREUNDER AT ISSUE. YOU ACKNOWLEDGE THAT THE PRODUCT AND MAINTENANCE FEES REFLECT THESE ALLOCATIONS OF RISK. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. For purposes of this AGREEMENT, the term "AFFILIATE" shall mean any entity that controls, is under common control with, or is controlled by CITRIX, where "control" means the ownership, direct or indirect, of a majority of CITRIX’ stock or other interest entitled allowing the owner to direct the affairs of CITRIX. AFFILIATES, suppliers, and authorized distributors are intended to be third party beneficiaries of this AGREEMENT.

9. TERMINATION AND SURVIVAL. This AGREEMENT is effective until terminated. You may terminate this AGREEMENT at any time by removing the software of your Software PRODUCT(s) from your computers and destroying all copies, and by removing the software of your Appliance PRODUCT(s) from the hardware, and then providing written notice to CITRIX with the serial numbers of your License Keys. CITRIX may terminate this AGREEMENT at any time for your breach of this AGREEMENT. Unauthorized copying of the software in a Software or Appliance PRODUCT or the Documentation or otherwise failing to comply with the license grant or restrictions of this AGREEMENT will result in automatic termination of this AGREEMENT and will make available to CITRIX all other legal remedies. You agree and acknowledge that your material breach of this AGREEMENT shall cause CITRIX irreparable harm for which monetary damages alone would be inadequate and that, to the extent permitted by applicable law, CITRIX shall be entitled to injunctive or equitable relief without the need for posting a bond. Upon termination of this AGREEMENT, the PRODUCT licenses granted hereunder will terminate and you must immediately destroy the software in a Software or Appliance PRODUCT and the Documentation, and all backup copies thereof. Any termination of consulting services is subject to the applicable scope definition, and you shall pay for services provided prior to the termination. All purchases are final with no right of return, and neither CITRIX 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 that are intended by the parties to survive shall survive termination of this AGREEMENT, including without limitation, the Limitation of Liability terms.

10. U.S. GOVERNMENT END-USERS. If you are a U.S. Government agency, you hereby acknowledge and agree that the software in a Software or Appliance PRODUCT constitutes "Commercial Computer Software" as defined in Section 2.101 of the Federal Acquisition Regulation ("FAR"), 48 CFR 2.101. Therefore, in accordance with Section 12.212 of the FAR (48 CFR 12.212), and Sections 227.7202-1 and 227.7202-3 of the Defense Federal Acquisition Regulation Supplement ("DFARS") (48 CFR 227.7202-1 and 227.7202-3), 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, FAR 12.212 or DFARS 227.7202-1 or 227.7202-3 or these license terms are deemed not applicable, you hereby acknowledge that the Government’s right to use, duplicate, or disclose the software and related Documentation are "Restricted Rights" as defined in 48 CFR Section 52.227-14(a) (May 2014) or DFARS 252.227- 7014(a)(15) (Feb 2014), as applicable. Manufacturer is Citrix Systems, Inc., 851 West Cypress Creek Road, Fort Lauderdale, Florida 33309.

11. AUTHORIZED DISTRIBUTORS AND RESELLERS. CITRIX 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.

12. CHOICE OF LAW AND VENUE. The location of your providing entity will determine the choice of law and venue as identified at https://www.citrix.com/buy/licensing/citrix-providing-entities.html. If any provision of this AGREEMENT is invalid or unenforceable under applicable law, it shall be to that extent be 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 signed by the party to be bound.

13. ASSIGNMENT AND SUBCONTRACTING. Neither party hereto may assign this AGREEMENT, 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 party, unless assigned to a successor in interest, or pursuant to a merger, corporate reorganization, or a sale or transfer of all or substantially all of the party’s assets. You shall provide notice to CITRIX upon completion of any permitted assignment. In addition, you may assign this AGREEMENT to a majority-owned affiliate, and 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 CITRIX or any of its AFFILIATES. Subject to this restriction, this AGREEMENT will be binding upon and inure to the benefit of the parties hereto, their successors and assigns. CITRIX may use subcontractors to provide services to you under this AGREEMENT, but CITRIX shall remain responsible to you for the performance of the services.

14. FORCE MAJEURE. CITRIX and/or any of its AFFILIATES shall not be liable for any delay or failure to perform any obligation under this AGREEMENT where the delay or failure results from any cause beyond its/their reasonable control, including without limitation: (i) acts of God; (ii) electrical power failures or surges; (iii) utilities or other telecommunications failures; (iv) storms or other elements of nature; or (v) terrorism or acts of war; but only for so long as such condition exists.

15. HOW TO CONTACT CITRIX. Should you have any questions concerning this AGREEMENT or want to contact CITRIX for any reason, write to CITRIX Customer Service at the address identified at https://www.citrix.com/buy/licensing/citrix-providing-entities.html.

16. TRADEMARKS. This AGREEMENT does not grant you the right to use any CITRIX trade or service mark. For information about proper permitted usage of CITRIX trademarks please see: https://www.citrix.com/about/legal/brand-guidelines.html.

2. ViaSat (Linkway S2 and VDC 850) As implemented by the Federal Acquisition Streamlining Act (Public Law 103-355) and in accordance with the definition for commercial items per FAR 2.101/FAR 52.202- 1, Definitions, and Contract clauses to be used for acquiring commercial items; per FAR 12.301, Solicitation Provisions and Contract Clauses for the Acquisition of Commercial Items; the following applicable terms under terms FAR 52.212-4, Contract Terms and Conditions - Commercial Items and FAR 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders - Commercial Items, supplemented with ViaSat’s commercial terms, are the sole terms specified for this Contract:

1. Definitions FAR 52.202-1 (b) through (e), Definitions, are incorporated herein by reference. As used herein, the following additional terms have the meaning set forth below:

“Buyer” means the party issuing the Contract (or purchase order) and agreeing to the terms and conditions set forth herein for purchase of the products and services specified in the Contract.

“Contract” means a written order for Products and Services from the Buyer, including these Terms and Conditions and other applicable documents, if any. The term “Contract” and “Order” are used interchangeably hereunder with the same meaning.

“Hardware Products” mean the all goods (excluding Software Products and Services) which ViaSat is required under the Contract to supply.

“Products” mean those Hardware Products and/or Software Products available for sale or license by ViaSat.

“Services” mean the services associated with the Products.

"Software Products" mean the software items ordered and the software provided with the Hardware Products in whatever form provided (whether as floppy or hard disks, cartridges, magnetic tapes, semiconductor chips or otherwise) or however designated (whether as firmware, microcode or otherwise) and include all changes, additions, revisions, replacements, manuals and documentation which may be provided.

“ViaSat” means ViaSat, Inc. and the party selling the Products and Services ordered hereunder by Buyer.

Order Acceptance. Buyer's order under this Contract is binding only when accepted in writing by ViaSat. The terms and conditions of this Contract are the only terms and conditions that apply to Buyer’s order. ViaSat’s acceptance of Buyer’s order is conditioned upon Buyer’s agreement with all of the terms and conditions of this Contract. ViaSat objects to and rejects any terms and conditions in Buyer's order (in writing or otherwise) that are different from or additional to this Contract or any changes to the order after acceptance, unless approved in writing and signed by authorized representative of both parties.

Order Information. A purchase order shall specify, in addition to the Items ordered, the following: (1) ship to address, (2) purchase order number, (3) shipping instructions, (4) delivery dates and (5) these Commercial Terms and Conditions of Sale - FAR Part 12.

2. Order of Precedence In the event of any inconsistency or conflict between or among the provisions of this Contract, the inconsistency shall be resolved by giving precedence in the following order:

2.1. This contract inclusive of these Commercial Terms and Conditions - of Sale - FAR Part 12

2.2. ViaSat’s Latest Proposal Transmittal Letter (if applicable)

2.3. Statement of Work and Schedule (if applicable)

2.4. Specifications Referenced within this Contract (if applicable).

3. Payment Terms ViaSat shall submit an original invoice (or electronic invoice, if applicable) to the address designated in the Contract to receive invoices. An invoice must include:

3.1. Name and address of ViaSat

3.2. Invoice date and number

3.3. Contract number / Purchase order

3.4. Description, quantity, unit of measure, unit price and extended price of the items delivered

3.5. Address for where payment is to be sent

Payment terms are Net 30 days from the date of invoice. Payment can be made by either electronic funds transfer (EFT) or by mail to the following location(s):

If the Buyer has EFT capabilities, use the following address:

Union Bank of California 1980 Saturn Street Monterey Park, CA 91755

ABA # 122000496

SWIFT: BOFC US 33 MPK

Account Name: ViaSat, Inc.--General Account Account #: 4000142625

(Reference section should include invoice numbers, contract numbers, and Buyer’s complete phone number).

If the Buyer does not have EFT capabilities, use the following addresses:

For FedEx:

Union Bank of California 2001 Saturn Street - MC 4-30A951 Monterey Park, CA 91755 Attn: ViaSat, Inc. - 512860 (323) 720-2318

For U.S. Mail:

ViaSat PO Box 512860 Los Angeles, CA 90051-2860 United States

ViaSat may, at its option, require a down payment, interim payments, milestone payments or payment via irrevocable letter of credit or on a C.O.D. basis. Contracts containing separately priced TT&E (Test, Teardown and Evaluation) Fees may, at ViaSat’s option, be invoiced upon receipt of Contract. ViaSat may, at any time, decline to fulfill any outstanding orders in the event the current payment arrangements with Buyer become unsatisfactory. Late payments shall be subject to a late payment charge of one and one-half percent (1 ½%) per month, or the legal maximum, whichever is less, plus reasonable collection charges including attorneys’ fees. Buyer waives any right, which it may have to set off any payment obligation.

4. Taxes Prices are exclusive of all taxes, including but not limited to sales, use, value added, excise, import/export customs fees and duties, privilege or other similar taxes or payments in lieu thereof, including interest and penalties thereon, or other charges by any government authority, whether local, state, national or foreign no matter how designated. Unless ViaSat receives a certificate exempting the Products and/or Services from such taxation, Buyer shall be solely responsible for the collection and payment of the aforementioned taxes arising out of or in connection with the performance of the Work by ViaSat (other than those levied on ViaSat’s income), and Buyer shall make such withholdings and payments to ViaSat or to the government authority as applicable.

5. Freight Terms Shipments will be shipped to an address pursuant to Buyer’s written request. ViaSat will take reasonable commercial measures to ensure products are packaged in accordance with Buyer’s request, and in the absence of such request, ViaSat shall use good commercial practices to assure safe arrival of Products at destination. All risk of loss or damage passes to the Buyer upon delivery of the Products to carrier at ViaSat’s shipping point.

Buyer is responsible for all freight, insurance, export/import and other transportation charges upon payment terms as ViaSat may require, including prepay or COD. Buyer is responsible for obtaining insurance and for filing and processing all insurance claims. ViaSat will declare the value of the shipment at unit sales price unless otherwise agreed to by the parties. Products held or stored for Buyer shall be at Buyer's risk and subject to reasonable storage charges.

ViaSat will use commercially reasonable efforts to meet agreed upon delivery dates. Delivery schedule changes must be mutually agreed to. Notwithstanding the Inspection and Acceptance clause below, title shall pass to Buyer at ViaSat’s shipping point.

ViaSat assumes no responsibility for shipping delay, breakage, or damage after having made delivery in good order to the carrier. Claims for damage are to be made by the Buyer on the carrier; ViaSat will provide reasonable assistance to Buyer in such claims, as requested by the Buyer.

Damaged equipment must not be returned to the factory without prior ViaSat authorization and release from the claims department of the delivering carrier.

Unless the Contract specifically provides otherwise, risk of loss or damage to the supplies provided under this Contract are F.O.B. ViaSat's facilities.

6. Quality Control ViaSat has an established and proven Quality Management System registered to ISO 9001 and AS9100.

7. Force Majeure ViaSat shall not be liable for delay in performance or nonperformance caused by an occurrence beyond the reasonable control of ViaSat or its subcontractors and suppliers, and without its fault or negligence, such as, acts of God or the public enemy, fires, floods, accidents, epidemics, quarantine restrictions, strikes, shortages, inability to obtain materials, war, terrorism, actions or inactions of the Government in either its sovereign or contractual capacity, acts of the Buyer, freight embargoes, unusually severe weather, and/or delays of common carriers. ViaSat shall be entitled to equitable schedule adjustment under any of the above circumstances. ViaSat shall notify the Buyer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith; shall remedy such occurrence with all reasonable dispatch; and shall promptly give written notice to the Buyer of the cessation of such occurrence.

8. Assignment Any assignment by the Buyer of any contract right without the express written consent of ViaSat is void. Buyer may not assign this Contract in whole or in part, by operation of law or otherwise, without the prior written consent of ViaSat.

9. Cancellation/Changes to Contract Change orders will take effect upon Buyer’s Procurement Agent and ViaSat’s Contracts Representative reaching written agreement on scope, price, and delivery changes.

The Buyer may terminate this Contract, or any part hereof, for cause in the event of any default by ViaSat that is not cured within thirty (30) days of written notice by Buyer, or if ViaSat fails to comply with these Contract terms and conditions and such non-compliance is not cured within thirty

(30) Days of written notice by Buyer, or fails to provide the Buyer, upon request, with adequate assurances of future performance. In the event of termination for cause, the Buyer shall not be liable to ViaSat for any amount for Products or Services not delivered, and ViaSat shall be liable to the Buyer for any and all rights and remedies provided by law except as expressly limited herein. Except as provided under Termination for the U.S. Government’s Convenience, Products and Services ordered are non-cancelable without ViaSat’s written permission. ViaSat may terminate this Contract upon the material breach of any of the terms herein by Buyer if such breach is not cured within thirty (30) days of written notification by ViaSat. Failure by Buyer to make a payment when due is considered a material breach. In addition, ViaSat may terminate this Contract with written notification to Buyer in the event Buyer attempts to assign this Contract or commits an act of insolvency, reorganization or bankruptcy. Termination in accordance with this provision shall entitle ViaSat to cancel all undelivered orders without liability or obligation to Buyer. Nothing herein shall prejudice ViaSat’s rights to collection of outstanding payments or other remedies as may be determined by a court of law.

FAR 52.249-2, Terminations for Convenience of the Government (Fixed Price) (Apr 2012), shall apply.

If Buyer is the U.S. Government, this Contract may be terminated for convenience by the U.S. Government in whole or in part. If the Contract is a subcontract to a Buyer who is a prime to the U.S. Government and the U.S. Government terminates for convenience the prime contract with Buyer with respect to the Products and Services hereunder, then Buyer may terminate for convenience this Contract with respect thereto. In the event of such termination, ViaSat shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this Contract, ViaSat shall be paid a percentage of the Contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges ViaSat can demonstrate to the satisfaction of the Buyer using its standard record keeping system, have resulted from the termination. ViaSat shall not be required to comply with the cost accounting standards or Contract cost principles for this purpose. This paragraph does not give the Buyer any right to audit ViaSat’s records. ViaSat shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

10. Software License Any Software Products are provided to Buyer only in binary, object code form, unless expressly agreed in writing between ViaSat’s authorized representative and Buyer’s authorized representative, under a non-exclusive, non- transferable license solely for Buyer's use with the specific Hardware Products with or for which the Software Products are supplied. Buyer has no rights to source or non- executable code. Software Products are the proprietary, trade secret and copyrighted property of ViaSat or its licensors and all ownership and title thereto is retained.

Buyer agrees that it will use the Software Products only as authorized herein, that it will not copy or modify the Software Products, that it will not decompile, disassemble, translate or reverse engineer the Software Products, and that it will retain all proprietary and copyright notices of ViaSat and its licensors in the Software Products and any copies thereof.

Buyer agrees to maintain the Software Products in confidence, not disclose the Software Products to third parties, and disclose the Software Products only to employees who have a need to know and to use the Software Products only as permitted. This license will automatically terminate upon Buyer's breach of any of the provisions of this license with or without notice from ViaSat. Upon termination Buyer must immediately return all Software Products and copies, in whatever form, to ViaSat.

In the event of a breach, ViaSat or its suppliers are entitled to injunctive relief, in addition to any other remedies available, it being acknowledged that legal remedies are inadequate. Buyer's obligations with respect to the Software Products will survive any termination or expiration of this agreement. Any licenses hereunder are not a sale of the Software Products or any rights thereto and convey no right or interest to Buyer or the licensee other than a right to use the Software Products as provided herein. Copyright to, title in, ownership of, and all rights associated with the Software Products shall remain vested in ViaSat and its licensors. The Parties acknowledge that third party software may be included as part of the Products purchased by Buyer hereunder and Buyer agrees that it will not unreasonably withhold its approval of any sublicense terms and conditions that may be required by such third party software suppliers.

Software Products provided under separate license agreements, including “shrinkwrap” licenses, will be governed by those licenses.

11. Indemnification ViaSat shall defend Buyer against any claim, suit or proceeding ("suit") brought against Buyer so far as based on a claim that the Products furnished hereunder and used in accordance with ViaSat specifications infringes any patent or copyright of the United States, if notified promptly in writing and given sole control, authority, information and assistance for the defense or settlement of the same, at ViaSat's reasonable expense. ViaSat shall pay all damages and costs awarded therein against Buyer in a final, non- appealable judgment entered by a court of competent jurisdiction adjudging the Products to be infringing or a settlement of the same, not to exceed the price payments actually received by ViaSat hereunder, but ViaSat shall not be responsible for any cost, expense or compromise made without the consent of ViaSat. In the event a Product is in such suit held to constitute infringement and the use thereof is enjoined or in the event of institution of a suit or notification of the reasonable possibility thereof, ViaSat shall at its own expense, at its option, either procure for Buyer the right to continue using said Product or replace the same with a non-infringing product, or modify said Product so that it becomes non-infringing, or remove said Product and refund the applicable price or license fees paid by Buyer less reasonable depreciation for its use. The foregoing states the entire liability of ViaSat and the exclusive remedy of Buyer with respect to any alleged patent, copyright or other infringement by Products provided hereunder.

The foregoing shall not apply and ViaSat shall have no liability for infringement based on: any change or modification made by Buyer or others after delivery of the Products; the use or combination of the Products with other hardware or software products or in any manner for which the Products were not designed; compliance by ViaSat with Buyer's designs, specifications or instructions; or a non- current release or version of any Software Products if infringement would have been avoided by use of such current Software Product.

12. Warranty ViaSat warrants the Hardware Products against defects in material and workmanship for a period of twelve (12) months from the date of shipment. ViaSat warrants against defects in material and workmanship directly associated with refurbishing, repairing, or upgrading ViaSat product that is accomplished under a valid out-of-warranty repair contract for a period of ninety (90) days from date of shipment. ViaSat will, at its sole option, repair or replace those Hardware Products or components determined to be defective under this Warranty which are returned promptly to ViaSat but no later than ten (10) days after expiration of the warranty period.

ViaSat’s obligations under the terms of the warranty are limited to repair or replacement, at ViaSat’s option. Buyer shall provide for any removal of the defective unit or component from any Hardware Product with which it has been integrated subsequent to leaving ViaSat's plant. Replacement parts may be reconditioned and will not extend the warranty period. Warranty service is provided on a return to ViaSat's facility only with Buyer being responsible for prepaying all freight, insurance and other charges. Hardware Products covered by this warranty will be returned to Buyer with freight other charges prepaid by ViaSat. Buyer is responsible for all risk of loss and for all import/export documents, licenses, customs clearances and other requirements and charges associated with returns to and from the United States; and for installation. This warranty is not assignable nor is any third party intended to be benefited hereby.

This warranty shall not apply to any Product or parts thereof, that (a) has had the serial number, model number, or other identification markings altered, removed or rendered illegible, (b) has been damaged by or subject to improper installation or operation, misuse, neglect, use in any way with equipment not previously approved in writing by ViaSat, or from any cause beyond ViaSat’s control; (c) has been repaired or altered by other than ViaSat personnel and/or has been subject to the opening of any sealed cabinet boxes without ViaSat’s prior written consent, and/or (d) has been used in any way other than in strict compliance with ViaSat’s installation and operation instructions provided with the Hardware Products. Specifically excluded from this warranty are fuses, lamps, connectors, and re-calibration or adjustment of the product. All Hardware Products returned under a warranty claim must be returned in accordance with ViaSat's standard return material authorization procedures, including a written claim reciting the nature and details of the claim, the date the cause of the claim was first observed and the unit serial number.

Third party equipment and software are warranted by the original equipment manufacturer(s) and such warranties shall be assigned to the Buyer as extended to ViaSat.

EXCEPT FOR THE FOREGOING EXPRESS WARRANTY AS TO HARDWARE PRODUCTS, VIASAT MAKES NO OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED OF ANY KIND WITH RESPECT TO THE HARDWARE AND SOFTWARE PRODUCTS AND SERVICES, WHETHER WRITTEN OR ORAL, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR BASED ON ANY SAMPLE OR MODEL. SOFTWARE PRODUCTS ARE PROVIDED “AS IS”.

13. Limitation of Liability THE ABOVE EXPRESS WARRANTY SHALL CONSTITUTE THE SOLE REMEDY OF BUYER AND SOLE LIABILITY OF VIASAT WHETHER IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY OR OTHERWISE AND IN NO EVENT SHALL VIASAT BE LIABLE, UNDER ANY THEORY AT LAW, IN EQUITY OR OTHERWISE, FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, REVENUE, GOOD WILL OR LOSS…