Developer Terms of Use
These Developer Terms of Use (“Agreement”) (formerly, the Citrix API Terms of Use) describe the terms
and conditions under which you (and, if applicable, your agents, employees, contractors and any entity
you represent) (collectively, “you”), may access and use the Developer Materials that are made available
by Cloud Software Group. The official and current version of the Agreement can be reviewed by visiting
www.cloud.com/legal and will supersede all previous versions.
By using the Developer Materials, you agree to be bound by the terms of this Agreement. You may use
the Developer Materials only in compliance with this Agreement and only if you have the power to form
a contract with Cloud Software Group and are not barred under any applicable laws from doing so. If you
are using the Developer Materials on behalf of an entity, you are agreeing to this Agreement on behalf of
that entity and acknowledge and agree that you have the authority to bind that entity to the terms of
this Agreement. IF YOU CANNOT OR DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT
OR ANY UPDATED TERMS TO THIS AGREEMENT, YOU MAY NOT USE THE DEVELOPER MATERIALS.
1. DEFINITIONS
As used in this Agreement, the following defined terms shall apply:
1.1. Application means any software application, product, service, tool or website that you develop, own
or operate to interact with the Products or otherwise incorporate Developer Materials.
1.2. Cloud Software Group means Cloud Software Group, Inc., or, for applicable customers, the providing
Cloud Software Group entity specified at the Cloud Software Group Providing Entities list.
1.3. Cloud Software Group APIs means any form of application programming interface that Cloud
Software Group makes available in its software-as-a-service Products.
1.4. Cloud Software Group Marks means any name, logo or mark belonging to Cloud Software Group
and/or its subsidiaries and affiliates.
1.5. Confidential Information means any information of or relating to Cloud Software Group that
becomes known to you through disclosure, observation or otherwise, and that is either: (1) designated
as confidential by Cloud Software Group, (2) by its nature would be generally deemed to be confidential
information or (3) not generally known or readily ascertainable to the public, including without limitation
nonpublic information regarding the Developer Materials, the Products or Cloud Software Group
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applications, products, data, ideas, inventions, features, software, techniques, technology, source and
object code, trade secrets, and business and financial information.
1.6. Developer Materials means the materials that Cloud Software Group provides for developers,
partners, or others creating Applications and/or integrating Products or Product features into their
products or services, including without limitation, the Cloud Software Group APIs, software development
kits (SDKs), tools, libraries, components, executables, code, test instances or environments, development
platforms, and any related developer documentation or sample code. Developer Materials includes the
materials available at the Product download portal at https://www.citrix.com/downloads/.
1.7. Products means Cloud Software Group products or Cloud Software Group software-as-a-service
offerings, whether generally available or otherwise, including any components provided with them, and
updates.
2. LICENSES AND RESTRICTIONS
2.1. Developer License. Subject to the terms and conditions of this Agreement, Cloud Software Group
grants to you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access
and use the Developer Materials (i) to develop, test and support your Application, and (ii) to enable end
users of your Application to connect to and communicate with the applicable Products. Your use,
through your Application or otherwise, of the Products, such as through the Cloud Software Group APIs,
is also subject to the terms of Cloud Software Group’s End-User Agreement (“EUA”) or other license, as
applicable and amended from time to time.
2.2. Cloud Software Group Marks License. Subject to the terms and conditions of this Agreement, Cloud
Software Group grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable
license to display the applicable Cloud Software Group Marks as permitted by the Cloud Software Group
Trademark & Copyright Guidelines, and solely as necessary to enable end users of your Application to
connect to and communicate with the applicable Products in furtherance of the license granted in
section 2.1.
2.3. Accounts. To access portions of the Developer Materials or certain resources, you may be asked to
provide certain registration details or other information. All information you provide must be accurate,
current, and complete. You are solely responsible for all activities identified with your access and
registration. Cloud Software Group has the absolute right to disable any user account or password, at
any time, for any reason, including, if in our sole discretion we believe that you have failed to comply
with any provision of this Agreement.
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2.4. Competition. You shall not access and/or use the Developer Materials directly or indirectly for
competitive benchmarking or other competitive analysis, except and only to the extent that applicable
law expressly permits, despite this limitation.
2.5. Developer Documentation. Your use of the Cloud Software Group APIs or any other Developer
Materials shall comply with any technical or other documentation provided as part of the Developer
Materials, all of which is expressly incorporated into this Agreement by reference.
2.6. End User Data Collection and Privacy. You must maintain an end user agreement and privacy policy
for your Application, which is prominently identified or located where end users download or access
your Application. Your policy must at a minimum meet applicable legal standards and describe the
collection, use, storage and sharing of data in clear, understandable and accurate terms. You must
indicate to end users that Cloud Software Group will treat any information submitted to the Products in
accordance with its own Privacy Policy and its EUA (or other applicable product license or service
agreement). Your policy may not otherwise conflict with these terms. In addition, you shall use
industry-standard security practices to collect, process, transmit and maintain any end-user data. You
must promptly notify Cloud Software Group in writing of any breaches of your policy or your systems
that impact or may impact customers or users of the Products.
2.7. Feedback. You grant Cloud Software Group and its subsidiaries and affiliates a royalty-free, global,
transferrable, sublicensable, irrevocable, and perpetual license to use and create derivative works based
on any feedback, comments, functionality, code, features, enhancement requests, recommendations, or
suggestions that you provide to Cloud Software Group relating to the Developer Materials or the
Products. You further agree that Cloud Software Group may freely use, modify, distribute, or
commercialize such submissions without any payment or obligation to you.
2.8. Illegal or Harmful Purposes. You shall not access and/or use the Developer Materials for fraudulent
or illegal purposes, or for any other purpose that may be harmful (in Cloud Software Group’s sole
discretion) to Cloud Software Group, its Products or any end user, or to otherwise communicate any
message or material that is deemed harassing, threatening, indecent, obscene, infringing, slanderous or
otherwise unlawful including, to communicate any message or material that comprises any unsolicited
mass distribution of junk mail, advertising or spam, or that violates the Cloud Software Group Privacy
Policy.
2.9. Independent Development. You understand and acknowledge that Cloud Software Group may from
time to time independently create applications, products or services that are similar to or competitive
with your Applications, products or services, and nothing in this Agreement shall be construed as
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restricting or preventing Cloud Software Group from creating and fully exploiting such Cloud Software
Group-created applications, products or services, without any obligation to you.
2.10. Misrepresentation and Masking Identity. You shall not misrepresent, remove, hide or mask your
identity when using the Cloud Software Group APIs.
2.11. Notices. You shall not remove any legal, copyright, trademark, confidentiality, or other proprietary
rights notices contained in or on materials you receive pursuant to this Agreement, including but not
limited to the Developer Materials and the Cloud Software Group Marks.
2.12. Promotional and Marketing Use. You agree that Cloud Software Group may use screenshots or
other content from your Application for promotional and marketing purposes and grant Cloud Software
Group all rights related to this use.
2.13. Representations. Neither you nor your employees or representatives shall make any
representations with respect to Cloud Software Group, the Products or this Agreement, or display the
Cloud Software Group Marks in a manner that could reasonably imply an endorsement, relationship,
affiliation, or sponsorship between you and/or a third party and Cloud Software Group.
2.14. Resale and Commercial Use. Unless you are separately and expressly authorized by Cloud Software
Group in writing, you shall not market, offer to sell, sell and/or otherwise resell the Developer Materials
or the Products to any third party.
2.15. Reverse Engineering. You may not modify, distribute, prepare derivative works of, reverse engineer,
reverse assemble, disassemble, decompile or otherwise attempt to decipher any code used in the
Developer Materials, the Products and/or any other aspect of Cloud Software Group technology, except
and only to the extent that applicable law expressly permits, despite this limitation.
2.16. Security. You shall properly configure your networks, operating systems, Applications, and the
software of your computer systems to generally accepted Internet industry standards as required to
securely access and use the Cloud Software Group APIs and other applicable Developer Materials.
2.17. Test Instances. Cloud Software Group may offer test instances or environments, trials, or demos
(collectively, “Test Instances”) as part of the Developer Materials, and you may use these Test Instances
solely to develop and test your Application, subject to the other terms of this Agreement. These Test
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Instances are designed for short-term, temporary use and may be reset at any time without notice. You
should not upload data or content to the Test Instances that is sensitive or confidential, or that you do
not have intellectual property rights to use and upload.
2.18. Usage. You shall not access and/or use the Cloud Software Group APIs or other Developer
Materials in a manner that exceeds a reasonable request volume or constitutes excessive or abusive
usage, overburdens, impairs or materially disrupts the networks, security systems, Products and/or
websites of Cloud Software Group, or interferes with another party’s use of the Products, the extent and
reasonableness of which shall be determined by Cloud Software Group in its sole discretion. In the event
of any violation of this section, Cloud Software Group reserves the right to limit, suspend or block your
use of the Developer Materials. Cloud Software Group may also set such usage limitations from time to
time as it deems appropriate in its sole discretion.
3. PROPRIETARY RIGHTS
Except for the limited use rights expressly granted in this Agreement, Cloud Software Group owns or
retains all right, title or interest in or to Developer Materials, the Cloud Software Group Marks, the
Products, or any related intellectual property rights.
4. CHANGES
Cloud Software Group may modify this Agreement in its sole discretion at any time (with or without
notice to you). By accessing or using the Developer Materials, you agree to be bound to the most current
version of this Agreement. Cloud Software Group may also, in its sole discretion and at any time (with or
without notice to you), change, suspend or discontinue the Developer Materials. Such changes may
include, without limitation, removing or limiting access to specific APIs, requiring fees or setting and
enforcing limits on your use of additions to the Developer Materials. We may also impose limits on
certain features and services or restrict your access to some or all of the Developer Materials. We may
release subsequent versions of the Developer Materials and require that you use those subsequent
versions, at your sole cost and expense.
5. TERM AND TERMINATION
5.1. Term. This Agreement will be effective during your use of the Developer Materials.
5.2. Termination. Cloud Software Group may, in its sole discretion and at any time, suspend or terminate
your rights under this Agreement to access or use the Developer Materials or display the Cloud Software
Group Marks, including by terminating access to the Cloud Software Group APIs or other Developer
Materials with or without any prior notice. You may terminate this Agreement for any reason or no
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reason, with or without notice to Cloud Software Group, by ceasing all access and use of the Developer
Materials. Any termination of this Agreement will also immediately terminate the licenses granted to
you. Upon termination of this Agreement, you will immediately discontinue all access and use of the
Developer Materials, delete any cached or stored content that was permitted by the cache header and
otherwise cease to display the Cloud Software Group Marks. Neither party shall be liable for any
damages resulting from a termination of this Agreement in accordance with this section; provided,
however, the termination of this Agreement shall not affect any claim arising prior to such termination.
Sections 3 and 5 through 10 shall survive termination.
6. CONFIDENTIALITY
Unless expressly authorized in writing by Cloud Software Group, you shall not disclose to any third party
any Confidential Information of Cloud Software Group, nor use such Confidential Information in any
manner other than to perform your obligations under this Agreement. The foregoing restrictions do not
apply to any information that (i) is publicly disclosed through no fault of your own, (ii) is already lawfully
in your possession and not subject to a confidentiality obligation to Cloud Software Group, (iii) becomes
known to you from a third party having an apparent bona fide right to disclose the information, or (iv) is
Confidential Information that you are obligated to produce pursuant to an order of a court of competent
jurisdiction or a valid administrative subpoena, provided you supply Cloud Software Group with timely
notice of such court order or subpoena. Furthermore, you will also keep strictly confidential all
passwords, keys, and/or other access information related to the Cloud Software Group APIs, test
instances, developer portal, and other applicable Developer Materials.
7. WARRANTIES
You hereby warrant to Cloud Software Group that you have all necessary authority to enter into and
perform your obligations under this Agreement without the consent of any third party or breach of any
contract or agreement with any third party, and that the use by others of your Applications, products or
services shall not violate the rights of any third party (e.g., copyright, patent, trademark or other
proprietary rights) or any applicable law or regulation.
YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE DEVELOPER MATERIALS ARE PROVIDED BY CLOUD
SOFTWARE GROUP ON AN “AS IS” BASIS, AND YOUR ACCESS TO AND/OR USE OF THE DEVELOPER
MATERIALS IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CLOUD SOFTWARE
GROUP EXPRESSLY DISCLAIMS AND YOU RECEIVE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR SATISFACTORY
QUALITY. CLOUD SOFTWARE GROUP MAKES NO WARRANTY THAT ANY OF THE DEVELOPER MATERIALS
WILL MEET YOUR REQUIREMENTS, PROVIDE ANY DESIRED RESULTS, BE UNINTERRUPTED, ERROR FREE
OR THAT ANY DEFECTS WILL BE CORRECTED. CLOUD SOFTWARE GROUP SHALL NOT HAVE ANY
OBLIGATION TO SUPPORT OR MAINTAIN THE DEVELOPER MATERIALS. NO INFORMATION OR ADVICE,
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WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CLOUD SOFTWARE GROUP OR THROUGH THE
DEVELOPER MATERIALS SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. Some
jurisdictions do not allow the exclusion of certain warranties and conditions, so some of the above
exclusions may not apply to you.
8. LIMITATION ON LIABILITY
IN NO EVENT SHALL CLOUD SOFTWARE GROUP BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL
OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES RELATED TO THIS AGREEMENT, WHETHER
DIRECT OR INDIRECT, NO MATTER THE THEORY OF LIABILITY AND REGARDLESS OF WHETHER CLOUD
SOFTWARE GROUP KNEW OR SHOULD HAVE KNOWN, INCLUDING BUT NOT LIMITED TO: (i) LOSS OF
DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, OR (v) COSTS OF RECOVERY.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, CLOUD SOFTWARE GROUP’S TOTAL CUMULATIVE
LIABILITY HEREUNDER FOR ANY AND ALL CLAIMS, IS LIMITED TO $50.00. 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 YOU. ANY CLAIM ARISING OUT OF THIS
AGREEMENT MUST BE BROUGHT BY YOU WITHIN ONE YEAR AFTER THE OCCURRENCE OF THE EVENT
GIVING RISE TO SUCH CLAIM OR SUCH CLAIM IS PERMANENTLY BARRED.
9. INDEMNIFICATION
You agree to hold harmless and indemnify Cloud Software Group, it subsidiaries and its affiliates, and
their respective directors, officers, agents, employees, consultants, agents and partners, from and
against any and all third party claims arising from or in any way related to your use of the Developer
Materials, any violation of this Agreement by you, or any other actions related to your use of the
Developer Materials or Cloud Software Group Marks including any liability or expense arising from
claims, losses, damages (actual or consequential), suits, judgments, litigation costs and reasonable
attorneys’ fees, of every kind and nature.
10. ADDITIONAL TERMS
10.1. Assignment. You may not assign your rights or delegate your duties under this Agreement either in
whole or in part, by operation of law or otherwise and any such attempted assignment or delegation
shall be void.
10.2. Choice of Law and Location for Resolving Disputes. If you are entering into these terms from a
European Union member country, United Kingdom, Norway, Switzerland, Japan, India or Australia, then
the Agreement is governed by the laws of Ireland and subject to the exclusive jurisdiction of the courts
of Ireland. Otherwise, these terms are governed by the laws of the State of Florida and you agree that
you must institute any suit, action, or proceeding arising out of these terms in the state or federal courts
located in Broward County, Florida. You hereby waive any objection that you may have to Company
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instituting any suit, action, or proceeding arising out of these terms in the state or federal courts located
in Broward County, Florida, and you hereby irrevocably consents to the personal jurisdiction of any such
court in any such suit, action, or proceeding. The United Nations Convention on Contracts for the
International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to
these terms.
10.3. Compliance with Laws. Both parties agree to comply with all applicable local, state, national and
foreign laws, rules, and regulations, including, but not limited to, all applicable export and import laws
and regulations, in connection with their performance, access and/or use of the Developer Materials
under this Agreement. Notwithstanding the preceding sentence, Cloud Software Group does not
guarantee that the Developer Materials shall be appropriate and/or available for use in any particular
location and you are responsible for compliance with local laws to the extent applicable.
10.4. Conflict. In the event of any conflict between the content of this Agreement and the documents
incorporated by reference, this Agreement shall control with respect to your use of the Developer
Materials.
10.5. 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. Except as expressly stated in this
Agreement, 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.
10.6. Force Majeure. Neither party will be responsible for any delay, interruption or other failure to
perform under this Agreement due to acts beyond its reasonable control (e.g., natural disasters, acts of
war, geo-political events/decrees, labor strikes, failure of media or utility carrier/providers), but only for
so long as such conditions persist.
10.7. High-Risk Use. You hereby acknowledge and agree that the Developer Materials are not designed
or intended for access and/or use in or during a high-risk activity including, but not limited to: (1)
medical procedures; (2) online control of aircraft, air traffic, aircraft navigation, or aircraft
communications; or (3) the design, construction, operation, or maintenance of any nuclear facility. Cloud
Software Group hereby expressly disclaims any express or implied warranty of fitness for such purposes
and Cloud Software Group shall have no liability in any form related to your use of a Cloud Software
Group API in any such high-risk activity. Cloud Software Group makes no representations that the
Developer Materials satisfy the requirements of the Health Insurance Portability and Accountability Act,
as amended, regarding the processing of protected health information.
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10.8. Notice. Cloud Software Group may provide you with notice via email, regular mail, or postings on
the Cloud Software Group website and you agree to receive such communications.
10.9. No Waiver. The failure of either party 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) in the future.
10.10. Privacy. Cloud Software Group use of any information provided by you is set forth in the Cloud
Software Group Privacy Policy. You understand and agree that Cloud Software Group may access,
preserve or disclose your information if required to do so by law, to address or prevent fraud, abuse, or
illegal activity.
10.11. Relationship of the Parties. You and Cloud Software Group are independent contractors. This
Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment
relationship between the parties and no person or entity that is not a party to this Agreement will be
deemed a third-party beneficiary hereto.
10.12. Remedies. You acknowledge that your breach of this Agreement may cause irreparable harm to
Cloud Software Group, the extent of which would be difficult to ascertain or calculate. Accordingly, you
agree that, in addition to any other remedies to which Cloud Software Group may be legally entitled,
Cloud Software Group shall have the right to seek immediate injunctive relief, in any court of competent
jurisdiction, without the obligation of posting a bond or showing irreparable harm, in the event of a
breach of this Agreement by you or by any of your officers, employees, consultants or other agents.
10.13. 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.
10.14. Third Party Services. You are responsible for any third party services or software that you use or
access with any of the Products, and acknowledge that you are governed by their respective terms.
Cloud Software Group shall have no obligations or liability for any third party services or software.
Last Revised: October 22, 2024
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