Micro Focus IManager
SDK Developer License Agreement


IMPORTANT: MICRO FOCUS IS PROVIDING THIS LICENSED SOFTWARE TO LICENSEE FOR ITS USE SUBJECT TO LICENSEE'S AGREEMENT TO THE TERMS AND CONDITIONS SET FORTH BELOW.  IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, YOU WILL NOT BE AUTHORIZED TO USE THE SDK SOFTWARE.  BY CLICKING THE ACCEPT BUTTON OR SIMILAR ACCEPTANCE MECHANISM DURING INSTALLATION, OR BY COPYING OR USING THE SDK SOFTWARE, LICENSEE ACKNOWLEDGES THAT IT HAS READ THIS LICENSE AGREEMENT, UNDERSTOOD IT, AND AGREED TO BE BOUND BY ITS TERMS AND CONDITIONS.  THE SDK SOFTWARE IS LICENSED NOT SOLD.

IMANAGER SDK

PURPOSE. Micro Focus Software Inc. and/or its affiliate NetIQ Corporation or the licensing entity authorized to license the IManager SDK in your geographic region ("Micro Focus") makes available the Micro Focus SDK Software and Documentation (the "SDK Software") under the terms of this Micro Focus IManager SDK Developer License Agreement (the "SDK Agreement"). If Licensee does not agree to these terms, Licensee may not access or use the SDK.

DEFINITIONS. The following terms have the meanings assigned to the below:

"Derivative Software" means the binary code that results from Licensee's compilation of modified or unmodified source code included in the IManager SDK Software. Derivative Software may not include Early Access Release Materials or Internal Tools.

"Developer Product" means Licensee's own computer product that incorporates Derivative Software and does not substantially duplicate the capabilities or compete with the Derivative Software or the Software.

"Early Access Release Materials" means Software and/or Documentation Micro Focus identifies as "beta", "pre-release," "futures," or as an "early access release."

"Internal Tools" means compatibility criteria, test suites, test tools, end user products, and other programs designed to aid in the development of, but not be incorporated in, Derivative Software Products.

LICENSE GRANT. Use of the SDK Software and Documentation is subject to the restrictions contained in this Agreement. The SDK Software contains various software programs with different license rights. Micro Focus grants Licensee the non-exclusive, non-transferable right to: a) internally use the Early Access Release Materials and Internal Tools in support of Licensee's efforts to develop Derivative Software hereunder (but Licensee may not include any portion of Early Access Release Materials or Internal Tools in Derivative Software); b) use, modify, and compile source code included in the SDK Software for the purpose of creating Developer Products (provided such source code is identified in the SDK Software and Documentation is identified as licensed for use in creating Developer Products; and c) reproduce and distribute Derivative Software as part of a Developer Product with proper attribution to Micro Focus.

Additional License Grants. Sample source code or other files that are made available as part of the SDK Software may include a license grant that is broader than the license granted above. If so, while Licensee's use of such files is governed by the terms of this Agreement, the license grants for such files are as described in the license language included with such files.

Open Source Software. Licensee's license to use software that is provided subject to a separate open source license in the SDK Software is described in and subject to the license agreement included with such open source software.

Third Party Products. As a service to Licensee, certain third party software products may be made available to Licensee from Micro Focus. Licensee's license to use such products is as described in and subject to the license agreement provided by the third party.

RESTRICTED SOFTWARE. Notwithstanding anything to the contrary in this Agreement, portions of the SDK Software and/or Documentation may be subject to restrictions set forth in terms that accompany those portions. Licensee agree to abide by such restrictions. IF SUCH RESTRICTIONS ARE UNACCEPTABLE TO LICENSEE, LICENSEE MAY NOT USE THE SOFTWARE.

RESERVATION OF RIGHTS. Micro Focus reserves all rights not expressly granted to Licensee. Without limiting the generality of the foregoing Licensee: a) acknowledges that the SDK Software contains trade secrets of Micro Focus or its licensors; b) agrees not to disassemble, decompile, or otherwise reverse engineer any software included within or included with the SDK Software to discover the source code and/or trade secrets embodied in the source code; c) acknowledges that Micro Focus has not authorized Licensee to rent, lease, and/or time share the Software; and d) while certain test tools and test suites may be provided, LICENSEE AGREE THAT ONLY MICRO FOCUS CAN ISSUE AND PUBLISH TEST BULLETINS OR AUTHORIZE USE OF MICRO FOCUS LOGOS.

EARLY ACCESS MATERIALS. Micro Focus does not represent or warrant that it will make the Early Access Materials generally available to the public or that any target dates will be met. Micro Focus may change or cancel its plans at any time. Licensee acknowledges that any Early Access Release product is of pre-release quality, has not been fully tested, and may contain errors. Licensee assumes the entire risk arising out of the use of the Early Access Release Software and any information provided with the Early Access Release Software.

SUPPORT. Micro Focus shall have no obligation to provide support to Licensee or to users of Developer Product(s).

TERM AND TERMINATION. This License will become effective on the date Licensee acquires the SDK Software and Documentation and will remain in force until terminated. Licensee may terminate this License at any time by providing written notice to Micro Focus, destroying the Documentation and uninstalling and deleting the SDK Software together with all copies and adaptations and certifying to Micro Focus that such actions have been completed. This Agreement and the license to use the SDK Software shall also automatically terminate if Licensee breaches any of the terms or conditions. Licensee agrees to destroy the original and all adaptations or copies of the SDK Software and Documentation, or to return them to Micro Focus upon termination of this License. Licensee's right to use any Early Access Release Software will terminate upon the earlier of (i) first commercial shipment by Micro Focus of the Early Access Release product, (ii) other termination of this Agreement, or (iii) time-based or other disabling of the Early Access Release product. Upon termination of this Agreement, end users of the Developer Product may continue to use the Developer Product under the terms of their license from Licensee. Licensee will have the right to maintain one copy of each version of the SDK Software and/or the Developer Product but only for the purpose and to the extent reasonably necessary for Licensee to provide support and maintenance of the Developer Product(s) to its end users.

AUDIT. Upon reasonable notice, Micro Focus may at its own expense audit Licensee's site(s) to ensure compliance with this Agreement. Micro Focus will notify Licensee in writing of any deficiency in compliance and will provide a recommended plan for resolving outstanding issues. Licensee's failure to cure such deficiencies within 30 days after receipt of the written notification will constitute a material breach and will be grounds for immediate termination of this Agreement.

DEVELOPER INDEMNIFICATION. Licensee agrees to indemnify, defend and hold Micro Focus harmless from all damages, liabilities and expenses incurred by Micro Focus as a result of any claim, or judgment against Micro Focus by any third party arising out of, or connected in any manner with, distribution or use of software created by Licensee through the use of the SDK Software licensed to Licensee under this Agreement or arising out of breach of this Agreement. If Micro Focus receives notice of such a claim, Micro Focus will promptly notify Licensee in writing and allow Licensee sole control of the defense of any such claim or action and all negotiations for its settlement and compromise, provided Licensee gives adequate assurances that Licensee will diligently pursue resolution of the claim.

TRANSFER. This Agreement may not be transferred or assigned without Micro Focus's prior written approval.

GOVERNING LAW. Except as otherwise restricted by law, this License shall be governed by, and interpreted in accordance with, the laws of the State of Texas of the United States of America, without regard to Texas law governing conflicts of law. This Agreement shall be treated as though it were executed in Houston, Texas. Any action relating to this License agreement shall be brought in a Texas court of competent jurisdiction.

ENTIRE AGREEMENT. This Agreement sets forth the entire understanding and license between Licensee and Micro Focus and may be amended only in a writing signed by both parties. No vendor, distributor, dealer, retailer, sales person or other person is authorized to modify this Agreement or to make any warranty, representation or promise which is different than, or in addition to, the representations or promises of this license. 

SEVERABILITY / WAIVER. If a provision is invalid or unenforceable, the remaining provisions will remain in effect and the parties will amend the Agreement to reflect the original agreement to the maximum extent possible. No waiver of any contractual right will be effective unless in writing by an authorized representative of the waiving party. No waiver of a right arising from any breach or failure to perform will be deemed a waiver of any future right.

DISCLAIMER. EXCEPT AS OTHERWISE RESTRICTED BY LAW, THE SDK SOFTWARE, DOCUMENTATION AND ANY ASSOCIATED SERVICES ARE PROVIDED "AS IS." MICRO FOCUS MAKES NO WARRANTY, REPRESENTATION OR PROMISE. MICRO FOCUS DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. MICRO FOCUS DOES NOT WARRANT THAT THE SDK SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR THAT THE SDK SOFTWARE IS WITHOUT DEFECT OR ERROR OR THAT ITS OPERATION WILL BE UNINTERRUPTED. Some states do not allow some limitations on implied warranties, so the above limitations may not fully apply to Licensee. This warranty gives Licensee specific legal rights which vary from state to state.

LIMITATION OF LIABILITY. NEITHER MICRO FOCUS NOR ANY OF ITS LICENSORS, EMPLOYEES, AFFILIATES OR AGENTS SHALL IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS OR REVENUE, LOSS OF USE OF SOFTWARE, LOSS OF DATA, COSTS OF RE-CREATING LOST DATA, OR THE COST OF ANY SUBSTITUTE EQUIPMENT OR PROGRAM), INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. EXCEPT AS OTHERWISE RESTRICTED BY LAW, MICRO FOCUS'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO LICENSEE'S USE OF THE SDK SOFTWARE, DOCUMENTATION, OR OR ANY ASSOCIATED SERVICES IS LIMITED TO THE GREATER OF $100 OR THE TOTAL OF PAYMENTS MADE FOR SUCH SDK SOFTWARE, DOCUMENTATION OR ASSOCIATED SERVICES. Some states do not allow the complete exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not fully apply to Licensee.

EXPORT. Licensee may not export, re-export, or use the SDK Software in violation of any applicable laws or regulations including, without limitation, U.S. export regulations or the laws of the country in which Licensee reside. U.S. GOVERNMENT RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in FAR s 52.227-14 (June 1987) Alternate III(g)(3) (June 1987), FAR s 52.227-19 (June 1987), or DFARS s 52.227-7013 (c)(1)(ii) (June 1988), as applicable. Contractor/Manufacturer is NetIQ Corporation and/or its affiliates, 1800 S. Novell Place, Provo, Utah 84606. 

OTHER. Those terms which by their nature extend beyond termination of this Agreement shall survive and remain in effect until all obligations are satisfied. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

Copyright 2018 Micro Focus and its Affiliates, All Rights Reserved


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