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MICRO FOCUS END USER LICENSE 
AGREEMENT


IMPORTANT: LICENSOR PROVIDES LICENSED 
SOFTWARE TO LICENSEE (HEREINAFTER 
"CUSTOMER") UNDER THIS END USER LICENSE 
AGREEMENT (THE "AGREEMENT"). THIS 
AGREEMENT GOVERNS CUSTOMER'S 
INSTALLATION AND USE OF THE VERSION OF 
THE LICENSED SOFTWARE IDENTIFIED IN THE 
APPLICABLE PRODUCT ORDER, OR IF NOT 
ACQUIRED VIA A PRODUCT ORDER, 
CUSTOMER'S DOWNLOAD AND INSTALLATION 
OR USE OF THE LICENSED SOFTWARE 
CONSTITUTES ACCEPTANCE OF THIS 
AGREEMENT. PLEASE READ THIS AGREEMENT 
CAREFULLY, AS IT CONTAINS RESTRICTIONS ON 
CUSTOMER USE OF THE SOFTWARE. THIS 
AGREEMENT SUPERSEDES AND CONTROLS 
OVER ANY OTHER TERMS PROVIDED TO 
CUSTOMER REGARDING CUSTOMER'S USE OF 
THE LICENSED SOFTWARE, WHETHER WRITTEN 
OR ORAL, UNLESS A DIFFERENT WRITTEN 
AGREEMENT IS EXPRESSLY REFERENCED IN A 
PRODUCT ORDER OR EXECUTED BY LICENSOR 
AND CUSTOMER THAT SUPPLEMENTS OR 
SUPERSEDES ALL OR PORTIONS OF THIS 
AGREEMENT. ENTERING INTO THIS AGREEMENT 
DOES NOT CONSTITUTE A SALES TRANSACTION.


1.	DEFINITIONS. Capitalized terms in this Agreement 
are defined as follows:

"Additional License Authorization" or "ALA" 
means the additional specific software license terms 
that govern the use of a given software product, 
including (but not limited to) the provisions of the 
Non- Production Licensing Guide. The ALA(s) for 
Licensed Software are found at 
https://software.microfocus.com/en-
us/about/software-licensing by product name, or can 
be provided by Micro Focus at Customer's request.

"Customer" or "Licensee" means the legal entity or 
individual that is identified in the applicable Product 
Order or who has rightfully received a license to the 
Licensed Product.

"Documentation" means the user documentation 
Micro Focus makes available for Licensed 
Software.

"Licensed Product" means Licensed Software 
and Documentation.

"Licensed Software" means the executable version 
of the software listed in the Product Order or 
otherwise provided to or rightfully acquired by 
Customer. This Agreement will govern the use of any 
update to the Licensed Software that Customer 
receives pursuant to a separate support and 
maintenance agreement as described in Section 7 
(Support and Maintenance) below, unless such 
update contains, comes with, or is otherwise 
specifically governed by a different end user license 
agreement.

"Micro Focus" or "Licensor" means the applicable 
Micro Focus entity and its affiliates having intellectual 
property rights in Licensed Product.

"Open Source Software" means software or other 
material embedded in or made available with a 
Licensed Product where such software or other 
material is made available under an "open source 
license" as this term is commonly understood by 
members of the open source community, including, 
but not limited to, those licenses meeting all the 
criteria prescribed in the Open Source Definition 
provided by the Open Source Initiative 
(https://opensource.org/osd).

"Product Order" means a purchase order or 
purchase order alternative agreed to by the parties 
for the sale of a license(s) of one or more specific 
items of Licensed Software to Customer.

"Third Party Component" means any third party 
run time or other elements embedded in Licensed 
Software other than Open Source Software.

"Third Party Software" means additional or 
accompanying third party software (other than Open 
Source Software or Third Party Components) that is 
specified in the Documentation or in a file 
accompanying Licensed Software.


"Warranty Period" means the 90-day period starting 
from the date Licensed Software is delivered to 
Customer.

2.	PRODUCT ORDERS. The licensing of software 
products takes place under Product Orders which 
(unless stated otherwise in the Product Order) 
incorporate the terms of this Agreement. Any terms 
that conflict or are in addition to the terms of this 
Agreement or any applicable ALA ("Inconsistent 
Terms") in a purchase order or other document 
issued by Customer are rejected by Micro Focus and 
have no force and effect. If there is any Inconsistent 
Term(s) in a Product Order, such Inconsistent 
Term(s) shall not apply except where such 
Inconsistent Term(s) is contained in a Micro Focus 
quote or a Product Order that is signed by both 
parties.

3.	LICENSING.
a.	License. Except as specifically permitted in the 
applicable ALA, or as described in Section 3b 
(Evaluation Licenses), Micro Focus and its 
affiliates, respectively deliver and license to 
Customer the Licensed Products under a non-
transferable, non-sublicensable, non-exclusive 
license to use Licensed Software and its 
Documentation as set out in this Agreement 
and/or the applicable ALA and solely for 
Customer's internal business operations and not 
for further distribution or commercialization.

b.	Evaluation Licenses. Except as specifically 
permitted in the applicable ALA, when Micro 
Focus and its affiliates, respectively deliver and 
license the Licensed Products solely for 
evaluation, Customer receives a non-
transferable, non-sublicensable, non-exclusive 
license to use Licensed Products for internal 
evaluation and testing purposes only, and not for 
any development, production, distribution or 
commercial purpose ("Evaluation License"). 
The term of an Evaluation License will be 30 
days starting from the date Licensed Product is 
delivered (i.e., made available for download or 
physically delivered) to Customer ("Evaluation 
Term"), unless Micro Focus authorizes a 
different period in writing. The Licensed Product 
is provided "as is" and there are no warranties or 
obligations for Micro Focus to provide support. 
The Evaluation License terminates at the end of 
the Evaluation Term, and Customer is required 
to return, or, if Micro Focus so directs, delete and 
destroy, all copies of such Licensed Product and 
provide Micro Focus with written confirmation of 
its compliance with this provision within 30 days 
of the end of the Evaluation Term. The Evaluation 
License for any pre-release or beta versions of 
Licensed Software ("Pre-Release Software") 
shall be for a term of 90 days unless Micro Focus 
authorizes a different period in writing. Customer 
agrees to promptly report to Micro Focus all 
problems (including errors, failures, 
nonconforming results, and unexpected 
performances) and any comments regarding the 
Pre-Release Software and to timely respond to 
all questionnaires submitted by Micro Focus 
regarding the results of Customer's testing of the 
Pre-Release Software. Micro Focus may choose 
not to release a final version of the Pre-Release 
Software or, even if released, to alter prices, 
features, specifications, capabilities, functions, 
release dates, general availability, or other 
characteristics of the Pre-Release Software.

4.	USE RESTRICTIONS.
a.	Except as specifically permitted in the applicable 
ALA or Documentation, Customer will not, 
directly or indirectly:

i.	Use Licensed Software for time-sharing, 
outsourcing, hosting, service bureau or like 
use, or permit access by, or use for the 
benefit of, any third party;

ii.	Modify or create derivative works of Licensed 
Software;

iii.	Reverse engineer, decrypt, disassemble or 
otherwise attempt to discover the source 
code of Licensed Software, except to the 
extent permitted by applicable law;

iv.	Unbundle component parts of Licensed 
Software for separate use, where Licensed 
Software with multiple components is 
provided to Customer as a single product;

v.	Publish or disclose to third parties any 
evaluation or benchmarking of Licensed 
Software; or

vi.	Alter, destroy, or remove any proprietary 
notices or labels on or embedded in Licensed 
Software.


b.	Customer may make a reasonable number of 
archival copies of Licensed Software and 
Documentation, and will reproduce all copyright 
and other proprietary rights notices appearing in 
or on Licensed Products, including notices of all 
third party suppliers, on all permitted copies.

5.	TERM. This Agreement and the license term for the 
Licensed Software granted herein is perpetual, 
unless a subscription/term license has been 
purchased by Customer (in which case the license 
term shall be set forth in the Product Order or ALA), 
and is subject to earlier termination as provided in 
Section 6 (Termination). If Customer has purchased 
a subscription/term license, such license shall 
automatically terminate upon expiry of such 
subscription/term, unless earlier terminated under 
Section 6.
6.	TERMINATION. Except as set forth herein, either 
party may terminate this Agreement, and/or any 
license granted, on written notice if the other party 
materially breaches the terms of this Agreement, or 
any applicable ALA or Product Order and does not 
cure the breach within 30 days of the date such 
party is notified of such breach. Micro Focus may 
terminate this Agreement, along with any or all 
licenses then in effect with Customer, immediately 
by giving Customer written notice of termination in 
the event that (i) Customer becomes insolvent, has 
a receiver appointed, or files for or has filed against 
it, liquidation, bankruptcy or analogous 
proceedings; or (ii) Customer infringes or 
misappropriates the intellectual property rights of 
Micro Focus. Termination shall be without prejudice 
to any other rights or remedies a party may have. In 
the event of any termination, Customer's license(s) 
to install, access or use the Licensed Software will 
immediately terminate, and Customer shall destroy 
and erase all copies of such Licensed Software in 
its possession or control and provide written 
certification to Micro Focus that it has complied with 
this provision. Early termination of this Agreement 
or any Product Order will not entitle Customer to 
any credit or refund or reimbursement of any 
previously paid fees.

7.	SUPPORT AND MAINTENANCE. Customer is not 
entitled to any updates to Licensed Software, unless 
Customer purchases (or may receive under a 
subscription/term license) maintenance and support 
services pursuant to Micro Focus' then current 
applicable standard maintenance and support 
agreement (which is found at 
https://www.microfocus.com/support-and-
services/maintenance-and-support-agreements/ or 
can be provided by Micro Focus at Customer's 
request).

8.	HARDWARE. In the event that Micro Focus 
provides Licensed Software embedded in an 
appliance, or provides hardware to Customer for use 
in conjunction with Licensed Software, additional 
hardware terms and conditions will apply. In all other 
instances, Customer will obtain and install any 
necessary hardware for proper installation and 
implementation of Licensed Software.
9.	PROFESSIONAL SERVICES. If Customer has Micro 
Focus or a Micro Focus affiliate perform any services 
with respect to Licensed Software (e.g., installation, 
implementation, maintenance, consulting or training), 
Micro Focus or its affiliate will provide those services 
at its then current standard terms and conditions and 
rates unless otherwise agreed in writing by the 
parties. Customer may agree to enter into a 
professional services engagement with Micro Focus 
or its affiliate through a separate agreement or 
statement of work.
10.	SOFTWARE-AS-A-SERVICE. If Customer 
purchases access to an online software solution that 
Micro Focus makes available for use through a 
network connection ("SaaS"), then additional terms 
and conditions will apply governing Customer's 
access to and use of SaaS.

11.	LIMITED WARRANTY. Micro Focus warrants for the 
Warranty Period that the Licensed Software 
substantially conforms in all material respects to the 
Documentation, and any media on which Micro Focus 
provides Licensed Software is free from defects in 
materials and workmanship under normal use.

Customer's sole and exclusive remedy for breach of 
such warranty is (i) repair or replacement of the 
applicable Licensed Software or media free of 
charge so that it substantially conforms to 
Documentation or (ii) if Micro Focus reasonably 
determines such remedy is not economically or 
technically feasible, a refund of the license fee and 
any maintenance fee paid for the Licensed Software 
for the current year. The license to use such 
Licensed Software will immediately terminate when 
Customer receives the refund.

The warranties in Section 11 (Limited Warranty) do 
not apply if the defects in Licensed Software or 
media result from: (i) failure to use Licensed 
Software in accordance with Documentation, this 
Agreement or the applicable ALA; (ii) malfunction of 
Customer's equipment or network; (iii) accident, 
neglect, or abuse; (iv) service by any unauthorized 
person; (v) other software used by Customer not 
provided by Micro Focus, or for which Licensed 
Software is not designed or licensed for such use; or 
(vi) any other cause occurring


after initial delivery of Licensed Software or media to 
Customer, unless directly caused by Micro Focus. 
For purposes of this Agreement, Licensed Software is 
deemed delivered when it is first made available for 
download by, or physically delivered to, Customer.

Micro Focus has no responsibility for any claims made 
outside the Warranty Period.

The warranties in Section 11 (Limited Warranty) also 
apply to Third Party Components, but do not apply to 
(i) any free-of-charge Licensed Software or updates 
provided following the Warranty Period; or (ii) third 
party software that is not a Third Party Component.

12.	DISCLAIMER OF WARRANTY. Except for the 
limited warranties in Section 11 (Limited 
Warranty), Licensed Products are provided "as 
is" without warranty of any kind. To the extent 
permitted by law, all implied or statutory terms, 
conditions, representations, and warranties 
(including without limitation all terms, 
conditions, representations and warranties 
regarding merchantability, quality or fitness for a 
particular purpose, title or non-infringement, or 
that may arise out of course of dealing, usage or 
trade practice) are expressly disclaimed and 
excluded to the extent allowed by applicable law. 
The limited warranties in this Agreement are 
provided on the basis that Customer is procuring 
Licensed Products for the purposes of a business 
and not for household or consumer use. Micro 
Focus does not warrant that operation of 
Licensed Software will be uninterrupted or error-
free. Customer has sole responsibility to select 
Licensed Software that works with other 
software, applications or systems to achieve 
intended results.

13.	LIMITATION OF LIABILITY.
a.	Liability Cap. In no event will any liability of 
one party to the other party arising out of or 
in connection with this Agreement exceed 
the greater of (i) $250,000 or (ii) the total fees 
paid by Customer for the affected Licensed 
Software in the relevant Product Order(s) 
(including related maintenance and support). 
Nothing in Section 13a (Liability Cap) shall 
limit either party's liability for: willful 
misconduct or fraudulent misrepresentation; 
unauthorized use of intellectual property; 
breach of license; breach of confidentiality, 
excluding breach of duties for handling 
Personal Information (defined in Section 18 
Privacy); death or bodily injury caused by 
negligence; non-payment of amounts owed; 
or any liability which may not be excluded or 
limited by applicable law.

b.	Mutual Disclaimer of Consequential 
Damages. In no event will either party be 
liable for any indirect, special, incidental, 
consequential, punitive or similar damages; 
loss of profits, business, data or programs 
(including, but not limited to, the cost of 
recovery or replacement of such data or 
programs); loss, damage or any costs due to 
interruption, delay or inability to use 
Licensed Software, whether arising out of or 
in connection with this Agreement, even if 
informed of the possibility of such damages 
in advance.

c.	Scope. The limitations and disclaimers in Section 
13a (Liability Cap) and Section 13b (Mutual 
Disclaimer of Consequential Damages) apply to 
all causes of action, including but not limited to, 
breach of contract, breach of warranty, 
negligence, strict liability, misrepresentation and 
other torts.

d.	Exclusive Remedy. The remedies in this 
Agreement are the parties' exclusive remedies 
and the limitations of Section 13a (Liability Cap) 
and 13b (Mutual Disclaimer of Consequential 
Damages) apply even if these remedies fail of 
their essential purpose. Customer may have 
other rights, including consumer rights, under the 
laws of the state or country where it is located.

e.	Free-of-Charge Software. If Micro Focus 
provides Customer with any Licensed Software 
free-of- charge or under an Evaluation License, 
to the extent permitted by law, Micro Focus and 
its affiliates will not be responsible for any loss or 
damage to Customer, its customers, or any third 
parties caused by that Licensed Software which 
is free-of-charge.

14.	OWNERSHIP. Micro Focus International plc and its 
affiliates and their suppliers own all intellectual 
property rights in Licensed Products, and authorize 
Micro Focus to distribute Licensed Products under 
this Agreement. Customer's only rights in Licensed 
Products are the express licenses referenced in this 
Agreement or the applicable ALA.


15.	OPEN SOURCE SOFTWARE AND THIRD PARTY 
SOFTWARE. Open Source Software and Third Party 
Software are governed by the terms of their 
respective licenses and not the terms of this 
Agreement, notwithstanding anything to the contrary 
in any applicable ALA. Information about the Open 
Source Software may be found in a file 
accompanying the Licensed Software or in the 
Documentation or ALA.

16.	LICENSE FEES AND PAYMENT TERMS. Customer 
will pay the license fees set forth in the applicable 
Product Order for Licensed Software within 30 days 
of the date of invoice. Software license fees are non- 
refundable, except as provided in Section 11 (Limited 
Warranty) above, and will be paid without deduction 
or tax withholding. Software License fees are 
exclusive of any transportation charges, sales, use, 
value added, and other applicable taxes and duties, 
and all such amounts will be paid or reimbursed by 
Customer. Customer will be liable for all outstanding 
past due amounts, which will accrue interest (at the 
rate of 1.5% per month compounded or the 
maximum rate permitted by law if lower) and any 
collection costs for recovery of past due amounts.

17.	LICENSE VERIFICATION. Micro Focus has the right 
to verify Customer's compliance with licenses to the 
Licensed Software. (See Micro Focus License 
Compliance Charter at 
http://supportline.microfocus.com/licensing/licVerifica
tion.aspx, which Micro Focus can also provide at 
Customer's request.)

Customer agrees to keep records sufficient to show 
Customer's compliance, including serial numbers; 
license keys; logs; records identifying machines on 
which Licensed Software is installed, accessed, or 
from which Licensed Software can be accessed; the 
number of different users accessing or authorized to 
access Licensed Software (if applicable); and 
licensing metrics, reports, and copies of Licensed 
Software. Micro Focus may require Customer to 
provide information about its deployment of Licensed 
Software, which may be in the form of a 
questionnaire. Customer will have a reasonable time 
to complete the questionnaire (or other form of 
request) and provide it to Micro Focus with an 
authorized Customer signatory certifying the 
accuracy of the information furnished. Upon 10 days 
prior written notice, Micro Focus or its designated 
representative may inspect Customer's records, 
systems and facilities, during Customer's normal 
business hours, to verify compliance with licenses to 
the Licensed Software. Customer agrees to 
cooperate with such verification. Information 
obtained will be used solely for compliance purposes 
and will otherwise be subject to the confidentiality 
provisions in Section 21 (Confidential Information) of 
this Agreement. If Customer has engaged in 
unlicensed installation, use of, or access to Licensed 
Software or infringed or misappropriated intellectual 
property rights in Licensed Software, or has 
otherwise breached this Agreement or an ALA (a 
"Non-Compliance"), without prejudice to Micro Focus' 
other rights or remedies, including, without limitation, 
injunctive relief, within thirty (30) days' notice of such 
Non-Compliance, Customer agrees to purchase 
sufficient licenses and or subscriptions and 
associated support and maintenance (12 months 
forward and any applicable back support and 
maintenance) to cure the Non-Compliance, by 
paying Micro Focus' current (as of the date of such 
additional purchase) list license fees and support 
and maintenance fees to Micro Focus, plus interest 
(compounded at 1.5% monthly or the maximum rate 
permitted by applicable law if lower) for such 
additional licenses from the commencement of the 
Non-Compliance until payment of the 
aforementioned fees, with interest payable even if an 
invoice was not issued at the time the Non-
Compliance occurred. If Customer's Non-Compliance 
results in an underpayment of license fees of 5% or 
greater, Customer shall also reimburse Micro Focus 
for the reasonable cost of such audit in addition to 
other amounts due.

18.	PRIVACY. Customer is solely responsible for, and 
assumes all liability with respect to, its own 
collection, processing, storage, and transfer of any 
user data, including personally identifiable 
information, personal health and financial 
information, and other forms of personal information 
(collectively, "Personal Information"). Customer is 
solely responsible for notifying its users of proper use 
of such data. Customer is solely responsible for 
assessing the Licensed Product or any related 
product or service for compliance with any industry 
requirements applicable to Customer. Each party 
must comply with its respective obligations under all 
applicable laws, regulations, and industry standards 
regarding data collection and data privacy that apply 
to use of Licensed Software. Personal information or 
customer data that Customer provides to Micro 
Focus for the purpose of receiving products or 
services will be handled in accordance with the Micro 
Focus Privacy & Cookies Notice 
(https://www.microfocus.com/en-us/legal#web-
cookies) and the privacy and data security provisions 
in the applicable ALA.


19.	USE OF CUSTOMER INFORMATION. To the extent 
permitted by law, Customer expressly consents to 
the collection and use of information about 
Customer's purchase, installation and use of Licensed 
Software and the computer systems on which it is 
installed or accessed as necessary to fulfill the 
Product Order and provide the Licensed Product, for 
security and licensing purposes and to improve 
Micro Focus products and services.

20.	CUSTOMER FEEDBACK. Customer agrees that, 
should it provide Micro Focus with any feedback or 
suggestions regarding Licensed Products 
("Feedback"), Micro Focus and its affiliates will be 
free to use all such Feedback, including (but not 
limited to) all intellectual property rights in and to 
such Feedback, in their discretion and for any 
purpose, without obligation of any kind to Customer.

21.	CONFIDENTIAL INFORMATION. Information 
exchanged under or in connection with this 
Agreement, including all information pertaining to 
Pre-Release Software, will be treated as confidential 
if identified as confidential at time of disclosure, or if 
the circumstances of disclosure reasonably indicate 
such information should be treated as confidential. 
Confidential information may only be used for the 
purpose of fulfilling obligations or exercising rights 
under or in connection with this Agreement, and 
shared with employees, affiliates, agents or 
contractors with a need to know such information to 
support that purpose, who are contractually bound to 
protect its confidentiality. Confidential information will 
be protected using a reasonable degree of care to 
prevent unauthorized use or disclosure for three 
years from date of receipt. These obligations do not 
cover information that (i) was known or becomes 
known to the receiving party without a duty of 
confidentiality; (ii) is independently developed by the 
receiving party; (iii) becomes publicly available 
without breach of this Agreement; (iv) is disclosed with 
the disclosing party's prior written consent; or (v) 
where disclosure is required by law, a court or 
government agency. Should the receiving party be 
required to reveal confidential information under 
subpoena, court order or other operation of law, the 
receiving party will provide reasonable prior notice to 
the disclosing party and request a protective order, if 
available.

22.	INDEMNIFICATION FOR INTELLECTUAL 
PROPERTY RIGHTS INFRINGEMENT. Micro 
Focus will
defend and/or settle any claims against Customer 
that Licensed Products furnished under this 
Agreement infringe the intellectual property rights of 
a third party ("IP Infringement Claim"), provided: (i) 
Customer promptly notifies Micro Focus in writing of 
the IP Infringement Claim; (ii) Micro Focus has sole 
control of the defense and all related settlement 
negotiations; and (iii) Customer reasonably 
cooperates with Micro Focus in the defense of the IP 
Infringement Claim.

Micro Focus will pay all damages, costs, and 
expenses finally awarded (or agreed to by 
settlement) for any such IP Infringement Claim. 
Micro Focus will pay all reasonable out-of-pocket 
costs incurred by Customer for cooperation in the 
defense of the IP Infringement Claim. If, however, 
Customer wants separate legal representation, 
Customer will be responsible for the costs and fees of 
its separate counsel.

Should any Licensed Products provided under this 
Agreement become or, in Micro Focus' opinion, likely 
become, the subject of an IP Infringement Claim, 
Micro Focus may replace or modify affected 
Licensed Product so as to make it non-infringing and 
materially equivalent, or procure for Customer the 
right to continue using it. If neither alternative is 
reasonably available, once Customer has returned or 
destroyed all copies of the affected Licensed 
Product, Micro Focus will refund to Customer the full 
amount paid for affected Licensed Product less 
straight line depreciation on a five-year basis from 
date of delivery.

Micro Focus is not responsible for unauthorized use 
of Licensed Products, and has no obligations under 
Section 22 (Indemnification for Intellectual Property 
Rights Infringement), to the extent infringement 
results from (i) compliance with Customer's designs 
or instructions, (ii) a modification not authorized in 
writing by an authorized Micro Focus signatory, (iii) 
use or combination with software, equipment, or data 
not provided by Micro Focus, (iv) non-licensed use; 
or (v) Third Party Software or Open Source 
Software.

23.	MISCELLANEOUS.
a.	Assignment. Micro Focus may assign this 
Agreement and any Product Orders to a parent 
or an affiliate. Customer may not assign or 
transfer this Agreement (or any Product Orders) 
or any of its rights or duties hereunder, including 
(but not limited to) by operation of law, without 
Micro Focus' prior written consent, which will not 
be unreasonably withheld, and payment of any 
applicable assignment or transfer fee. Any 
transaction or series of related transactions 
resulting in a change in the ownership of more 
than 50% of the voting equity of Customer will be 
deemed an assignment for purposes of this


provision. Any attempted assignment of this 
Agreement (or a Product Order) not in accordance 
with Section 23a (Assignment) will be null and 
void.

b.	Governing Law and Jurisdiction. This Agreement 
and, subject to Section 15 (Open Source 
Software and Third Party Software), licenses 
purchased under applicable Product Orders, as 
well as any claims or causes of action, whether in 
contract, tort or statute, based on, arising under 
or relating to this Agreement, will be governed 
and enforced as follows: If Customer's applicable 
place of business is located in North America, all 
matters arising out of or relating to this 
Agreement are governed by the laws of the state 
of Delaware, U.S.A. If Customer is located in the 
United Kingdom, Australia, Brazil, France, 
Germany, Italy, Japan, the Netherlands, New 
Zealand, Spain or Singapore, all matters arising 
out of or relating to this Agreement are governed 
by the laws of the country in which Licensee is 
located. In the rest of the world, the laws of 
England govern all matters arising out of or 
relating to this Agreement. The applicable law 
shall apply without regard to conflicts of law 
provisions, and without regard to the United 
Nations Convention on the International Sale of 
Goods. Any suit, action, or proceeding arising 
out of or relating to this Agreement shall be 
subject to the exclusive jurisdiction of the courts 
of the country determining the applicable law, 
except that the courts of the State of Delaware 
shall have exclusive jurisdiction in North 
America, and Micro Focus will be allowed to 
apply for injunctive relief in any jurisdiction. Each 
party agrees to be subject to the above-
described jurisdiction and waives any right it may 
have to object to such venue, including 
objections based on personal jurisdiction or 
inconvenient forum. The prevailing party in any 
proceeding has the right to recover costs and 
reasonable attorneys' fees as awarded by the 
court or arbitrator.

c.	Export Control. Micro Focus and Customer will 
comply with their respective responsibilities as 
exporters and importers under laws and 
regulations applicable to the export, import or 
other transfer of the software, services and 
technology provided by Micro Focus under this 
Agreement, including the export, import and 
sanctions laws of the United States and other 
applicable jurisdictions. If Customer exports, 
imports, or otherwise transfers any Licensed 
Products provided under or in connection with 
this Agreement (or any technical data related 
thereto), Customer is responsible for obtaining 
any required authorizations. Customer will not 
use Licensed Products for any purpose 
prohibited by applicable export laws, including 
nuclear, chemical, missile or biological weapons-
related end uses. With respect to any Pre-
Release Software provided to Customer, 
Customer represents and warrants that (i) it is a 
non-governmental entity, (ii) the Pre-Release 
Software will only be used for internal testing and 
evaluation, and will not be rented, leased, sold, 
sublicensed, assigned, or otherwise transferred, 
and that it will not transfer or export any product, 
process, or service that is the direct product of 
the Pre-Release Software, and (iii) it will only use 
the Pre-Release Software in the United States or 
thecountries listed in Title 15, U.S. CFR 
Supplement No. 3 to Part 740 - License 
Exception ENC Favorable Treatment Countries. 
Customer agrees to indemnify and hold Micro 
Focus harmless from and against any damages, 
claims, losses, fines, settlements, attorneys' fees, 
legal fees and court costs and other expenses 
related to any such activities or any claims in 
connection with any breach of this Section.

d.	Survival. Rights and obligations of the parties in 
Sections 4 (Use Restrictions), 5 (Term), 6 
(Termination), 12 (Disclaimer of Warranty), 13 
(Limitation of Liability), 14 (Ownership), 15 
(Open Source Software and Third Party 
Software), 16 (License Fees and Payment 
Terms), 17 (License Verification), 18 (Privacy), 
19 (Use of Customer Information), 20 (Customer 
Feedback), 21 (Confidential Information), 22 
(Indemnification for Intellectual Property Rights 
Infringement) and 23 (Miscellaneous) will survive 
termination or expiration of this Agreement. 
Neither party will be liable for delays or non-
performance beyond its reasonable control 
except for payment obligations

e.	Notices. All notices permitted or required under 
this Agreement will be in writing, signed by the 
party giving notice, and delivered personally, by 
courier, telecopy, first class mail, electronic mail, 
or similar transmission to the other party. Notices 
to Micro Focus shall be addressed to: FAO: The 
Chief Legal Officer, Micro Focus. The Lawn, 22-
30 Old Bath Road, Newbury, RG14 1QN, or 
Email legalnotices@microfocus.com. Notices to 
Customer shall be sent to its address listed on the 
applicable Product Order, or at such other 
address as may be supplied in writing. The date 
of personal delivery or the date of mailing will be 
the date of notice.

f.	Resellers. Micro Focus' obligations with respect 
to products or services supplied by Micro Focus 
and procured by Customer from an authorized 
Micro Focus reseller are limited to the terms and 
conditions


in this Agreement and the Documentation 
included with the Micro Focus supplied products 
and services. With purchases from a reseller, the 
applicable pricing and payment terms are as set 
out in the separate agreement between 
Customer and the reseller, and any terms in this 
Agreement related to Micro Focus pricing and 
payments shall not apply. Micro Focus is not 
responsible for the acts or omissions of the 
reseller, or for any other products or services 
that it supplies to Customer.

g.	Entire Agreement. This Agreement and the 
applicable Product Order(s) and ALA(s) 
represent the entire understanding of the parties 
with respect to the subject matter of this 
Agreement and supersede any previous 
communications or agreements that may exist 
regarding the same subject matter.

h.	Order of Precedence. Subject to Section 2 
(Product Orders), any conflicting terms and 
conditions will be resolved according to the 
following order of precedence: the applicable 
Product Order, the applicable ALA, and this 
Agreement.

i.	Amendment. No modification of this Agreement 
will be binding on the parties unless in writing 
signed by authorized representatives of Micro 
Focus and Customer.

j.	Waiver. No waiver of any right under or in 
connection with this Agreement will be effective 
unless in writing, signed by authorized 
representatives of both parties. No waiver of any 
past or present right arising from any breach or 
failure to perform will be deemed to be a waiver 
of any future right arising under or in connection 
with this Agreement.

k.	Severability. If any provision in this Agreement or 
the applicable ALA(s) or Product Order(s) is held 
invalid or unenforceable, that provision will be 
construed, limited, modified or, if necessary, 
severed, to the extent necessary, to eliminate its 
invalidity or unenforceability, and the other 
provisions will remain unaffected.

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