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Legal Information

bg
Company

Micro Focus International plc

Place of Registration

England and Wales

Registered Number

5134647

Registered Address

The Lawn, 22-30 Old Bath Road, Berkshire, RG14 1QN, United Kingdom

Legal Form of the Company

Public Limited Company (PLC), incorporated and registered under UK law

Phone

+44-(0)-1635-565-200

Electronic Contact
VAT Registration Number

GB765361024

Management Team and Board of Directors
  • Website Terms of Use
    Welcome to our Websites

    Website Terms of Use

    Welcome to Our Websites

    Thank you for visiting this website controlled by Micro Focus International plc and/or any of its group companies or affiliates (“We,” “Our,” “Us” or “Micro Focus”).

    These Website Terms of Use are a legal contract between you (“You” or “Your”) and Us. They govern Your use of Our Website and all the text, data, information, software, graphics, logos, photographs, and more (“Materials”), as well as any services, that We make available or provide through Our Website. The terms “We,” “Our,” “Us” and “Micro Focus” may also, as the context requires, include certain of Our licensors and suppliers.

    YOU CANNOT USE OUR WEBSITES IF YOU DO NOT UNDERSTAND AND ACCEPT THESE WEBSITE TERMS OF USE. YOUR USE OF OUR WEBSITE INDICATES THAT YOU HAVE READ AND ACCEPT THESE WEBSITE TERMS OF USE.

    These Website Terms of Use apply to any and all use of Our Website, including use through any account that You may set up through or on Our Website. Some Materials will only be available to You if You have an appropriate account. You agree to (i) provide true, accurate, current, and complete information in connection with Your use of Our Website and (ii) obtain and maintain all equipment, services and software needed for access to and use of Our Website. You are responsible for maintaining the confidentiality of Your passwords. If You suspect Your password or other security information for Our Website has been breached in any way, please notify Us promptly. We reserve the right to require that You change Your password or restrict Your access to Our Website as We deem reasonably necessary.

    You must not (i) attempt any unauthorized access to Our Website, the server on which it is stored, or any server, computer, or database to which it is connected to Our site or (ii) attack Our Website via a denial-of-service attack or a distributed denial-of-service attack. Breach of this provision may constitute a criminal offence under applicable laws. We may report any such breach to the relevant law enforcement authorities, cooperate with those authorities, and disclose your identity to them.

    We may collect certain personal information about You solely in connection with Your access and use of Our Website. Our use of that information is governed by the provisions of Our Privacy and Cookie Notice.

    Ownership and Permitted Use of Our Website and Materials
    Ownership and Permitted Use of Our Website and Materials

    Micro Focus International plc and its affiliates, and their licensors and suppliers, own all intellectual property rights in all Materials, as well as their arrangement, on Our Website. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any Material is strictly prohibited without Our express written consent or that of the copyright owner.

    We grant You a limited, personal, revocable, non-sublicensable, non-exclusive and non-transferable license to use and to display the Materials solely (i) in connection with Your use of Our Website for Your personal and internal business purposes as a customer or potential customer of Micro Focus ("Permitted Uses") and (ii) conditioned on Your compliance with these Website Terms of Use. If You are using our Website on behalf of a business, you represent that the business accepts and is subject to these Website Terms of Use. You have no other rights in Our Website or any Materials. Except as expressly permitted, you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance, sell or in any way exploit Our Website or Materials in any manner and must retain Our copyright and other proprietary notices.

    Unauthorized Use of Our Website, Acceptable Use Policy
    Unauthorized Use of Our Website, Acceptable Use Policy

    We authorize only the limited uses of Our Website expressly described above. Any other use of Our Website is prohibited. All rights, title and interest not expressly granted are reserved. Unauthorized use of Our Website and Materials may violate intellectual property laws of the United States and those of other countries.

    You may only use a crawler to crawl Our Website as permitted by Our Website's robots.txt protocol. We may block any crawlers at Our sole discretion.

    Please refer to and abide by the examples of things to avoid described in Our Acceptable Use Policy. You must follow Our Acceptable Use Policy whenever You (i) use areas of Our Website (e.g., chat rooms, customer ratings, review areas, community and support forums) that permit You to submit feedback, information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials (each, a "User Submission") or (ii) otherwise use our Website or any services offered from Our Website.

    We respect the intellectual property rights of others and ask You to do the same. We may, in appropriate circumstances and at Our discretion, terminate access to and use of Our Website for users who infringe the intellectual property rights of others. If You believe that Your work is the subject of copyright infringement and/or trademark infringement and appears on Our Website, please let Us know by following the procedures found here Claims of Infringement on Our Websites

    Terminating Your Use of Our Website
    Terminating Your Use of Our Website

    You or We may terminate Your use of Our Website at any time. Your use of Our Website will automatically terminate in the event You breach any of these Website Terms of Use. To clarify:

    • You may discontinue Your access to and use of Our Website at any time.
    • Unless We otherwise agree with You in writing, We may terminate, suspend, or modify Your registration with, access to, or use of all or part of Our Website, without notice, at any time and for any reason. In the event of a termination for breach, You must immediately destroy any downloaded or printed Materials and any copies thereof.
    Disclaimers
    Disclaimers

    OUR WEBSITE IS PROVIDED "AS IS" AND "WITH ALL FAULTS" AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF OUR WEBSITE IS WITH YOU. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO OUR WEBSITE, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

    WE DO NOT PROMISE THAT THE WEBSITE IS FREE OF PROBLEMS OR ERRORS. Without limiting the generality of the foregoing, We make no warranty that Our Website will meet Your requirements or that Our Website will be uninterrupted, timely, secure, or error free or that defects in Our Website will be corrected. We make no warranty as to the results that may be obtained from the use of Our Website or as to the accuracy or reliability of any information obtained through Our Website. No advice or information, whether oral or written, obtained by You through Our Website or from Us or Our officers, directors, employees, or agents (collectively, "Micro Focus Parties") shall create any warranty.

    Limitation of Liability
    Limitation of Liability

    In no event will We be liable, in connection with Our Website, for (i) any indirect, special, incidental, consequential, punitive or similar damages; loss of profits, business, data (including, but not limited to, personal 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 any of Our products or services, even if informed of the possibility of such damages in advance or (ii) any amount greater than One Hundred Dollars ($100). However, nothing in this provision limits any liability which may not be excluded or limited by applicable law.

    Exclusions and Limitations
    Exclusions and Limitations

    Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above disclaimers and limitations of liability may not apply to You. To the extent that any Micro Focus Party may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of the Micro Focus Party's liability shall be the minimum permitted under such applicable law.

    Other Agreements; Software, Services or Access
    Other Agreements; Software, Services or Access

    We may provide products (such as hardware or software), services (such as software subscription services, consulting, hardware maintenance or repair or software maintenance, installation, or training) or access via Our Website under the terms of a separate agreement between You and Us, such as a license agreement or separate terms of sale (each, an "Other Agreement"). Our obligations regarding any product, service, or access that We make available to You under any Other Agreement shall be governed solely by the Other Agreement under which such product, service or access is provided and these Website Terms of Use shall not be deemed or construed to alter the terms of any such Other Agreement. If there is an inconsistency between these Website Terms of Use and any Other Agreement, the Other Agreement will control. You are not granted any rights to download, install, or use any software that is supplied with or includes an end user license agreement unless you agree to the terms of such end user license agreement, whether presented to you before or after download. In the event software is provided without an end user license agreement, you may use the software solely for your personal, informational and non-commercial purposes.

    For example, the use of any software that is made available to download from Our Website ("Software") is governed by the terms of the end user license agreement, if any, that accompanies or is included with the Software ("License Agreement"). You may not install any Software that is supplied with or includes a License Agreement unless You first have agreed to the License Agreement. If there is no License Agreement, then these Website Terms of Use will govern Your use of that Software.

    We May Modify Our Website
    We May Modify Our Website

    We reserve the right to modify, suspend, or discontinue all or any part of Our Website and/or any products, programs, services and other offerings provided through or in connection with Our Website at any time without notice to You.

    We suggest You consult Your local Micro Focus business contact for information regarding the products, programs, services and any other offerings that may be available to You via or in connection with Our Website.

    Trademarks
    Trademarks

    Our name, Our logos and other trademarks used by Us are registered trademarks of Our entities. You may use Our word marks, in text, to refer fairly and accurately to Us and Our products and services, subject to the guidelines below. Our logos are reserved for use by Us and those of Our partners and licensees that have a written agreement with Us that specifically authorizes logo use. No other use of Our logos or stylized marks is permitted. You may not use Our trademarks in a manner likely to mislead or confuse third parties, including regarding Your relationship with Us, any sponsorship or endorsement of Your company, products or services, or the origin of Your products or services. Any such use is unlawful and expressly prohibited. Please consult and abide by Our Trademark Guidelines regarding additional limitations on any use or reproduction of Our logos and other trademarks.

    Links to Third-Party Websites Linking to Our Website
    Linking to Our Website

    For Your convenience, You may create links to Our Website from other websites. Unless an express agreement states otherwise, You must comply with the following terms and all applicable laws if You provide anyone with a link to Our Website:

    • You may link to, but may not copy, any Materials.
    • You shall not create a browser or border environment around any Materials.
    • You shall not imply that We endorse or are affiliated with any such website that links to Our Website or any products, services, or content available through that website.
    • You shall not misrepresent Your relationship with Us.
    • You may not present false or misleading information about Us or Our products or services.
    • The website that links to Our Website shall not include content that could be construed as distasteful, offensive, a breach of privacy rights, controversial, illegal or of a sexual nature.
    • The website that links to Our Website shall include only content that is appropriate for all age groups.
    U.S. Government Users
    U.S. Government Users

    To the extent that Materials are downloaded for use by a department or agency of the U.S. government, or on its behalf by a prime contractor or subcontractor at any tier, consistent with the applicable provisions of the Federal Acquisition Regulation ("FAR") and supplements thereto, including the Department of Defense FAR Supplement ("DFARS"), commercial software, documentation and technical data for commercial items are licensed under Our standard commercial license terms.

    International and Export Issues
    International and Export Issues

    We may administer Our Websites from Our offices in various jurisdictions, including the United States and United Kingdom. We make no representation that Our Websites are appropriate or available for use in other jurisdictions. Access to Our Websites from jurisdictions where its contents are illegal or restricted is prohibited. If you choose to access Our Websites, you do so on your own initiative and are responsible for compliance with applicable laws.

    Materials available on Our Websites are subject to statutes, orders, or regulations which impose embargoes or control the export of goods, technology, software, supplies, and services, including weapons of mass destruction and arms, military, paramilitary and security equipment and dual-use items (items designed for civil use but which can be used for military purposes), and certain drugs and chemicals (collectively, "export controls"). You agree to comply with all export and re-export restrictions and regulations of the U.S. Departments of Commerce and Treasury and any other United States agencies and authorities, or those of other countries in connection with your use of Our Websites and to not, in violation of any laws, transfer, or authorize the transfer of, any Materials to a prohibited country or otherwise in violation of any laws. In particular, but without limitation, Materials may not, in violation of any laws, be exported, re-exported or otherwise transferred, directly or indirectly, to (i) embargoed or sanctioned countries or territories (currently Cuba, Iran, North Korea, Syria, Sudan and the Crimea Territory but subject to update as required from time to time by law and regulation) or to nationals and parties from those countries; (ii) any parties subject to trade control sanctions or blocking measures, including those designated on any of the lists of denied or restricted parties included in the United States Departments of State, Commerce and Treasury Consolidated Screening List (available at http://export.gov/ecr/eg_main_023148.asp) or by the European Union (EU) (available at https://data.europa.eu/euodp/en/data/dataset/consolidated-list-of-persons-groups-and-entities-subject-to-eu-financial-sanctions); (iii) in breach of the United Kingdom's Export Control Order 2008 (as amended); or (iv) for use in the design, development, or production of nuclear, chemical, or biological weapons, or missile technology, or any other prohibited use. By accessing or downloading any Materials subject to any such restrictions and regulations, you represent and warrant that (a) you are not located in, under the control of, or a national or resident of any such country or on any such list, and (b) you are not located in or a national or resident of Cuba, Iran, North Korea, Sudan, or Syria which list is subject to update as required from time to time by law and regulation, or (c) you are not restricted from receiving U.S. or U.K. goods; and that you will comply with all applicable U.S. and U.K. export laws and host country import laws.

    Indemnification
    Indemnification

    You agree to indemnify, defend, and hold harmless the Micro Focus Parties from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from violation of these Website Terms of Use by You or anyone using Your account. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by You and, in such case, You agree to cooperate with Our defense of such claim.

    Electronic Communications
    Electronic Communications

    When You visit Our Website or send e-mails to Us, You are communicating with Us electronically. We may respond to You by e-mail or by posting notices on Our Website. You agree that all such notices, disclosures, and other communications that We provide to You electronically satisfy any legal requirement that such communications be in writing.

    Entire Agreement
    Entire Agreement

    These Website Terms of Use, together with any additional terms to which You agree when using particular elements of Our Website, constitute the entire and exclusive and final statement of the agreement as between You and Us with respect to the subject matter hereof, superseding any prior agreements or negotiations between You and We with respect to the same. The Micro Focus Parties are third party beneficiaries with respect to the provisions in these Website Terms of Use that reference them.

    Governing Law and Venue
    Governing Law and Venue

    These Website Terms of Use and disputes arising hereunder will be governed by and construed and interpreted in accordance with the Laws of the State of Delaware without giving effect to the principles of conflicts of law thereof. You and We irrevocably and unconditionally (i) consent to venue in the State of Delaware and to the exclusive jurisdiction of the state and federal courts in Delaware and (ii) waive any claims of forum non conveniens with respect to such venue. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to these Website Terms of Use.

    Dispute Resolution
    Dispute Resolution

    The procedures set forth in this Article will apply to any dispute, controversy or claim, whether in contract, tort or otherwise, arising out of or relating hereto ("Dispute") and will be the sole and exclusive procedures in connection with any such Dispute. You and We irrevocably waive any right to commence any action in or before any governmental authority, except as expressly provided in these Website Terms of Use, and except to the extent provided under the U.S. Federal Arbitration Act, in the case of judicial review of arbitration results or awards. EXCEPT AS EXPRESSLY PROVIDED, YOU AND WE IRREVOCABLY WAIVE ANY RIGHT TO ANY TRIAL IN A COURT THAT WOULD OTHERWISE HAVE JURISDICTION OVER ANY DISPUTE.

    Except as provided below, all Disputes shall be resolved through mandatory and binding arbitration. The arbitration shall take place in Santa Clara County, State of California before a single arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Award may be entered in any court having jurisdiction. This clause shall not preclude Us from seeking equitable remedies as set forth below. The prevailing party in any legal proceeding shall recover its expenses in connection therewith, including reasonable attorney's fees. Except as required by applicable Law, the existence, content and result of all Dispute resolution proceedings will be confidential and will not be disclosed (other than to the extent required to enforce any agreement or award). You and We will each request that the arbitrator comply with such confidentiality requirement.

    You acknowledge that, in the event You breach (or attempt or threaten to breach) Your obligations regarding Our intellectual property, We may be irreparably harmed and may proceed immediately to seek equitable relief from any court of competent jurisdiction. If a court of competent jurisdiction should find that You have breached (or attempted or threatened to breach) any such obligations, You agree that, without any additional findings of irreparable injury or other conditions to injunctive relief, You will not oppose the entry of an appropriate order compelling Your performance and restraining You from any further breaches (or attempted or threatened breaches).

    Forward-Looking Statements Disclaimer
    Forward-Looking Statements Disclaimer

    Our Websites contain forward-looking statements that are subject to assumptions, risks and uncertainties associated with, among other items, the changing economic and business conditions in the countries, sectors and business segments in which We operate. These forward-looking statements involve a number of known and unknown risks and uncertainties, e.g., numerous assumptions regarding Our present and future business strategies and the environments in which We operate. They are not guarantees and may prove inaccurate. Actual outcomes could differ materially from those expressed or implied in these forward-looking statements. Please do not place undue reliance on these forward-looking statements. We disclaim any obligation to update or revise any of them, whether as a result of new information, future events or otherwise except as required by any applicable laws or regulations.

    Miscellaneous
    Miscellaneous

    Our failure to exercise or enforce any right or provision of these Website Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Website Terms of Use is found by a court of competent jurisdiction to be invalid, You nevertheless agree that the court should endeavor to give effect to the intentions reflected in the provision, and that the other provisions of these Website Terms of Use remain in full force and effect. The section titles in these Website Terms of Use are for convenience only and have no legal or contractual effect. These Website Terms of Use shall remain in full force and effect notwithstanding any termination of Your use of Our Website. These Website Terms of Use will be interpreted without application of any strict construction in favor of or against You or Us. These Website Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Us without restriction.

    California Consumer Notice
    California Consumer Notice

    Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice:

    • Our Website is provided by Micro Focus International plc and/or its group companies. If You have a question or complaint regarding Our Website, please contact us, including as much detail as possible, by writing to:
      Micro Focus
      Attn: Compliance Officer
      The Lawn
      22-30 Old Bath Road
      Newbury
      Berkshire, RG14 1QN
      United Kingdom
      compliance@microfocus.com
    • California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or TDD (800) 326-2297 or TDD (916) 322-1700.
    We May Modify these Website Terms of Use
    We May Modify these Website Terms of Use

    We may, in Our sole and absolute discretion, change these Website Terms of Use (including any other documents that are referenced in or linked to from these Website Terms of Use) from time to time. We will post notice of such changes on Our Website as applicable. If You object to any such changes, Your sole recourse shall be to cease using Our Website. Continued use of Our Website following notice of any such changes shall indicate Your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. Certain provisions of these Website Terms of Use may be superseded by expressly-designated legal notices or terms located on particular pages of Our Website and, in such circumstances, the expressly-designated legal notice or term shall be deemed to be incorporated into these Website Terms of Use and to supersede the provision(s) of these Website Terms of Use that are designated as being superseded.

  • Privacy and Cookie Notice
    Cookies

    Privacy and Cookie Notice

    Cookies

    For more information about our use of cookies please see our Cookie Notice.

    Introduction
    Privacy Notice
    1. Introduction

    This Privacy Notice provides information on the collection, use, sharing and processing of personal information by Micro Focus and its affiliates ("we" or "us") in connection with your use of Micro Focus website, social media pages that link to this Privacy Notice, your interactions with Micro Focus during in-person meetings or at Micro Focus events, and in the context of other offline sales and marketing activities. This Privacy Notice also explains the choices you have in relation to these processing activities.

    This Privacy Notice can change over time, for example to comply with legal requirements or to meet changing business needs. The most up-to-date version can be found on this website. In case there is an important change that we want to highlight to you, we will inform you in another way (for example via a pop-up notice or statement of changes on our website).

    As used in this Privacy Notice, "personal information" or "personal data" means information that relates to an identifiable individual. For example, this could include among other things your name, address, email address, business contact details, or information gathered through your interactions with us via our website or at events. Our terms of use can be found here.

    Scope
    2. Scope

    This Privacy Notice applies to the processing of personal information by Micro Focus of:

    • Visitors and users of the Micro Focus website, and our social media that links to this Privacy Notice;
    • Attendees of Micro Focus events;
    • Customers and prospective customers and their representatives;
    • Subscribers of Micro Focus marketing information;
    • Suppliers, business partners and their representatives.
    Who is responsible for your personal information?
    3. Who is responsible for your personal information?

    Micro Focus and its affiliated entities are responsible for processing your personal information described in this Privacy Notice.

    Which types of personal information do we process and from which sources?
    4. Which types of personal information do we process and from which sources?

    Micro Focus can process information about you collected both offline and online.

    Offline information about you originates from our interactions with you during in-person meetings or at Micro Focus events, conferences and workshops.

    Online information about you originates from your activities on our website, for example, in relation to inquiries or subscription to information, or from your interactions with Micro Focus via electronic communication tools such as email, text and telephone. Information about you may also be provided by third party sources, such as data aggregators who may not have a relationship with you, but you have consented for your information to be shared.

    Online information about you may also originate from the use of cookies and similar technologies for example, pixel tags and device identifiers on our sites or sites of third parties.

    Information about you that Micro Focus may collect and process includes:

    • name and address, email addresses and contact numbers;
    • demographic attributes, when tied to personal information that identifies you;
    • photographs and testimonials;
    • transactional data, including products and services received, financial details and payment methods;
    • company data such as the name, size and location of the company you work for and your tole within the company;
    • data from surveys and publicly available information, such as social media posts;
    • unique IDs such as your mobile device identifier or cookie ID on your browser;
    • IP address and information that may be derived from IP address, such as geographic location;
    • information about a device you use, such as browser, device type, operating system, the presence or use of "apps", screen resolution and the preferred language;
    • behavioural data of the internet connected computer or device you use when interacting with the website and social media sites, such as advertisements clicked or viewed, website content areas, date and time of activities or the web search used to locate and navigate to our website.

    Please note that Micro Focus does not control the content that you may post to Micro Focus on social media networks; in some cases, such content may be publicly available on the Internet. You should carefully consider whether you wish to submit personal information to these networks and whether you wish to make your profile available to other users, and you should tailor any content you may submit accordingly.

    Why and how do we use your personal information?
    5. Why and how do we use your personal information?

    Micro Focus will use personal information for the following purposes:

    • to communicate and respond to your requests and inquiries to Micro Focus;

      if you get in touch with us (such as by submitting contact forms on our website, attending Micro Focus events or other occasions, sending an email or by visiting social media platforms), we process information about you to communicate with you and to respond to your requests or other inquiries. We can also process personal information to interact with you on third party social networks.
    • to deliver functionality on our website and for their technical and functional management;

      When you choose to register with us, we need to process the personal information provided by you so that we can manage your personal requests for information and respond to inquiries.
    • to administer subscriptions to services and information;

      If you subscribe to marketing information about our products and services, we process information about you to administer your subscription.
    • to market our products and services or related products and services, and to tailor our marketing and sales activities to your or your company's interests;

      Micro Focus may use information about you to notify you about new product releases and service development, events, alerts, updates, prices, terms, special offers and associated campaigns and promotions. Micro Focus may also use personal information to advertise our products and services or related products and services, and also to have our distributors, resellers or partners notify you about our products or services. We do our best to tailor your website visit, marketing experience and our communications to your expressed interests.

      If you attend an event, Micro Focus may process information about you gathered in relation to the event and can share information about your attendance with your company. Micro Focus also permit designated event partners or conference sponsors to send you communications related to your event attendance. Please note that our partners or conference sponsors may directly request information about you at their conference booths or presentations, and their use of your information that you provide to them will be subject to their Privacy Notices or Privacy Policies.

      We may also process your personal information to post testimonials on our website, but will first obtain your consent to use your name and testimonial.
    • to engage in transactions with customers, suppliers and business partners and to process orders for Micro Focus products and services;

      If you receive any products or services, or if you provide services to Micro Focus, our employees, customers or partners as a supplier or business partner, Micro Focus processes information about you to engage in and administer the relevant transactions (such as by sending invoices and making payments), administer your service, and help you get started and adopt our products and services.
    • to analyze, develop, improve and optimize the use, function and performance of our website and products and services;

      We may process personal information in order to analyze, develop, improve and optimize the use, function and performance of our website and products and services, as well as marketing and sales campaigns.
    • to manage the security of our website, networks and systems;

      We may collect site use data security and operations management to help keep our website, networks and systems secure, or to investigate and prevent potential fraud and cyber-attacks.
    • to comply with applicable laws and regulations and to operate our business.

      In some cases, we have to process personal information to comply with applicable laws and regulations. For example, to respond to a request from a regulator or to defend a legal claim. We may also process personal information in the performance and operation of our business, such as to conduct internal audits and investigations or for finance and accounting and archiving and insurance purposes.
    What is our basis for processing information about you?
    6. What is our basis for processing information about you?

    For personal information collected about you in the EU (to include the UK), our basis for processing is the following:

    • In order to communicate adequately with you and to respond to your requests, we need to process information about you and therefore have a legitimate interest in processing this information.
    • In order to engage in transactions with customers, suppliers and business partners, and to process purchases of our products and services, we need to process information about you as necessary to enter into and/or perform a contract with you.
    • In order to conduct human resource administration to include assessing suitability, eligibility and/or fitness to work, it is necessary to take action before entering into a contract to ensure contractual obligations can be fulfilled.
    • We process personal information for marketing and sales activities based on your consent where so indicated on our website at the time your personal information was collected, or further to our legitimate interest to market and promote our products and services.
    • We rely on our legitimate interest to analyze, develop, improve and optimize our website, products and services, and to maintain the security of our website, networks and systems.
    • We rely on our legitimate interest to use CCTV services to ensure our facilities and offices and its stored data is securely monitored.
    • In order to comply with our legal obligation to process and respond to complaints.
    • In order to comply with our legal obligation with applicable laws and regulations, such as to comply with a court order/subpoena or other legal process, or to process an opt-out request.
    For what period do we retain personal information
    7. For what period do we retain personal information

    Micro Focus maintains personal information for the following retentions periods:

    • Information about you we collect to engage in transactions with our customers, suppliers and business partners, and to process purchases of our products and services, will be retained for the duration of the transaction or services period, or longer as necessary for record retention and legal compliance purposes.
    • If you have registered with us to receive marketing information, your personal information will be retained for as long as you maintain an active subscription to our distribution lists.
    • Contact information such as your email address or phone number collected online on our website or offline from our interactions with you at Micro Focus events and conferences, and used for direct marketing and sales activities will be retained for as long as we have an active (customer) relationship with you. We treat you as an active contact if (i) you have interacted with Micro Focus or updated your contact details and preferences in the past 18 months; and (ii) you have not made a deletion request.
    When and how can we share your personal information?
    8. When and how can we share your personal information?

    As a global organisation, information about you may be shared globally throughout the Micro Focus worldwide organisation. Micro Focus employees are authorised to access personal information only to the extent necessary to serve applicable purposes in order to perform their job functions.

    We share personal information with the following third parties:

    • Third-party service providers (for example, credit card processing services, analytics, event/campaign management, information technology and related infrastructure provision, auditing and other similar service providers), in order for those service providers to perform business functions on behalf of Micro Focus;
    • Third-party advertising partners such as Google Ads, in order to provide you with relevant advertisements when you visit non-Micro Focus websites within their network.
      For more information about interest-based ads, or to opt-out of having your web browsing information used for behavioral advertising purposes, please visit www.aboutads.info/choices.
    • Micro Focus resellers for further follow-up related to your interests, specific partners that offer services or with third parties to facilitate interest-based advertising;
    • Relevant third-parties in the event of a reorganisation, merger, sale, joint venture, assignment, transfer or other disposition of all or any portion of our business;
    • As required by law, such as to comply with a court order (subpoena) or other legal process, when we believe in good faith that disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or respond to Government requests, including public and Government authorities outside your country of residence, for national security and/or law enforcement purposes.

    When third parties are given access to personal information, we will take appropriate contractual, technical and organisational measures designed to ensure that personal information is processed only to the extent that such processing is necessary, consistent with this Privacy Notice, and in accordance with applicable laws.

    How is personal information handled globally?
    9. How is personal information handled globally?

    Micro Focus is a global organisation with operations in over 40 countries ? personal information is processed globally. If personal information is transferred to a Micro Focus recipient in a country that does not provide an adequate level of protection for personal information, Micro Focus will take measures designed to adequately protect information about you, such as ensuring that such transfers are subject to the terms of the EU Model Clauses.

    How is your personal information secured?
    10. How is your personal information secured?

    Micro Focus has implemented appropriate technical, physical and organisational measures designed to protect personal information against accidental or unlawful destruction or accidental loss, damage, alteration, unauthorised disclosure or access, as well as all other forms of unlawful processing.

    What are your choices?
    11. What are your choices?

    We provide multiple choices in respect of the information we process about you:

    • Opt-in for our use of your personal information
      You may opt in to receive marketing information from Micro Focus, and in addition withdraw consent you have previously provided for the processing of information about you, including for email marketing by Micro Focus.
    • Delete personal information
      You can ask us to erase or delete all or some of the information about you that we process.
    • Change or correct personal information
      You can ask us to change, update or fix information about you in certain cases, particularly if it is inaccurate.
    • Object to, or limit or restrict use of personal information
      You can ask us to stop using all or some of the information about you or to limit our use of it, for example, if the information about you is inaccurate.
    • Right to be informed
      This Privacy Notice, together with our Cookies Policy, fulfils our obligation to tell you about the ways in which we use your information as a result of you using this website.
    • Right to access and/or have your information provided to you
      You can ask us for a copy of your information that we process about you.
    • Right to data portability
      You can ask us to move, copy or transfer the electronic personal data that we hold about you to another organisation.
    • Rights related to automated decision-making
      You can object to automated decision making without any individual involvement, and to the profiling of your data.

    To can exercise your choices by contacting privacy@microfocus.com.

    Notice regarding the sale of your personal information under the California Consumer Privacy Act (CCPA) 2018
    12. Notice regarding the sale of your personal information under the California Consumer Privacy Act (CCPA) 2018

    We may disclose (but not sell) to a third party personal information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer.

    You have the right under the CCPA, as applicable, to opt-out of the sale or disclosure of your personal information. If you exercise your right to opt-out of the disclosure of your personal information, we will refrain from disclosing your personal information, unless you subsequently provide express authorization for the disclosure of your personal information, or we have a legal obligation to disclose your information.

    Do you collect sensitive information and information from children?
    13. Do you collect sensitive information and information from children?

    As a company focused on serving the needs of businesses, Micro Focus's website is not directed to minors and Micro Focus does not promote or market its services to minors. If you believe that we have mistakenly or unintentionally collected personal information of a minor through our website please notify us at privacy@microfocus.com.

    Is processing of information likely to cause individuals to object or complain?
    14. Is processing of information likely to cause individuals to object or complain?

    Micro Focus is not aware of any justifiable reasons that would constitute a legitimate reason for objecting or complaining about the way we process or control information.

    Questions and comments
    15. Questions and comments

    Questions and comments regarding this Privacy Notice are welcomed, and should be sent to privacy@microfocus.com.

    Alternatively, you can write to our Privacy Team at the corporate headquarters address listed in section 16 below.

    Micro Focus Corporate Headquarters
    16. Micro Focus Corporate Headquarters

    Micro Focus's corporate headquarters are located at:

    Micro Focus
    The Lawn
    22-30 Old Bath Road
    Newbury, Berkshire, RG14 1QN
    United Kingdom

    Micro Focus LLC
    4555 Great America Parkway, Ste 400
    Santa Clara, CA 95054
    United States of America
    COVID-19 notice to onsite visitors and contractors
    17. COVID-19 notice to onsite visitors and contractors

    In light of the current situation regarding COVID-19, our priority is to maintain a safe and healthy working environment for our employees, contractors, and visitors. If you are visiting any Micro Focus premises in the foreseeable future, you may be asked to complete a COVID-19 symptom self-declaration form and/or take part in a temperature check (if local directives so require) before being permitted entry to the premises.

    As part of these procedures, the information we may collect includes:

    (a) in respect of the self-declaration: personal identification information (including your name, employer, email address and telephone number) and confirmation that, in the 21 days prior to your visit, you have or have not experienced any symptoms consistent with COVID-19, and are or are not aware of having been in contact with any individual that has presented any symptoms consistent with COVID-19; and

    (b) in respect of the temperature check: your temperature reading by way of thermal forehead screening.

    Temperature checks

    If temperature checks are implemented by Micro Focus, your temperature reading will not be recorded or stored by Micro Focus, will not be attributable to you in any way and will only be used by Micro Focus personnel to determine whether your temperature reading falls within the requirements to permit access to Micro Focus premises. The thermal screening will be carried out safely, discretely, and respectfully and in accordance with local requirements. The reading will be securely deleted following the determination relating to your access.

    COVID-19 self-declarations

    If written self-declarations are implemented by Micro Focus, we will only collect and process the data you provide in order to determine whether you can access the relevant Micro Focus premises.

    Micro Focus is processing data (including health related data) in respect of these two procedures in order to protect the health and wellbeing of our employees and to keep our premises safe for all attending individuals. This is necessary to ensure we comply with our employment law obligations, but also for reasons of public interest in the area of public health, such as protecting against serious cross-border threats to health (as permitted by Article 9(2)(i) of the EU General Data Protection Regulation).

    The self-declaration forms will be electronically stored centrally and securely, and will only be retained for as long as is necessary (depending on the duration of your visit) to maintain a safe working environment, taking into account local government advice and ongoing risks. Thereafter, the data will be securely deleted by way of shredding as soon as reasonably practical and, in any event, within 22 days of the end of your visit (or series of visits). The data will not be shared with any third party.

    Please note that if you do not wish to comply with these procedures, or if your temperature result and/or declaration does not meet the relevant requirements, in the interests of the health and safety of our office you will politely be asked to leave the Micro Focus premises and should inform your Micro Focus contact directly that you are unable to attend.

    Please refer to sections 1-16 for further details about our collection and processing of personal data in the context of our day to day business activities, your rights in respect of the information we process, our company details (as a data controller) and how to contact our Privacy Team if you have any questions.

  • Code of Conduct
    Code of Conduct

    Code of Conduct

    This Code of Conduct replaces the Standards of Business Conduct and The Worldwide Code of Business Conduct and Ethics.

    Download PDF >

  • Anti-Slavery
    Introduction

    Anti-Slavery

    Anti-Slavery Statement
    Introduction

    This statement is made pursuant to section 54(1) of the Modern Slavery Act 2015 (the "Modern Slavery Act") and covers the Micro Focus financial year starting on 1 November 2019 and ending on 31 October 2020. For the purposes of this statement, the definition of modern slavery is based on the definitions set out in the Modern Slavery Act 2015 and includes slavery, servitude, forced labour, child labour, human trafficking and workplace abuse.

    This statement was approved by Micro Focus International Plc's Board of Directors on 24 March 2021 and is published on behalf of Micro Focus International Plc and its qualifying group companies. References to "Micro Focus", "we", "us", "our" or the "company" are to each of these entities.

    Overview of Micro Focus
    Overview of Micro Focus

    Micro Focus (LSE: MCRO.L, NYSE: MFGP) is a global enterprise software company supporting the technology needs and challenges of the Global 2000. Our solutions help organisations leverage existing IT investments, enterprise applications and emerging technologies to address complex, rapidly evolving business requirements while protecting corporate information at all times. Our product portfolios are Security, IT Operations Management, Application Delivery Management, Information Management & Governance and Application Modernization & Connectivity.

    Micro Focus is headquartered in Newbury (United Kingdom) and the group has a presence in 48 countries worldwide, employing approximately 11,900 people. For more information visit www.microfocus.com.

    Our Business
    Our Business

    Micro Focus is a software company with a professional workforce. In the way and sector in which it operates, Micro Focus does not consider its own employees to be at high-risk of slavery, servitude, forced labour, child labour, human trafficking or workplace abuse.

    In relation to our supply chains, we do not have an extensive range of local or international suppliers, nor do we operate any manufacturing facilities. Our supply chain broadly consists of contract and outsourced workers (mostly professional consultants), telephone-based support services and suppliers of goods and other services for our offices, such as stationery suppliers, caterers, office cleaners and marketing merchandise.

    We are nonetheless committed to acting ethically and with integrity in all our business relationships and to implementing and enforcing effective systems and controls to ensure slavery, forced labour and human trafficking does not take place anywhere in our business, distribution or supply chains.

    Our operations are mainly office-based although, due to the COVID-19 pandemic, the majority of our staff worked from home for a large proportion of the financial year. We have worked hard to support our employees through these challenging times, including conducting an anonymised all-employee survey to better understand their concerns.

    Zero-tolerance of Modern Slavery
    Zero-tolerance of Modern Slavery

    Micro Focus remains committed to maintaining zero-tolerance of any form of modern slavery in its business or supply chains. We continue to develop a risk-based approach which includes clearly informing our suppliers of Micro Focus' obligations under the Modern Slavery Act and the ethical standards required of them.

    We also continuously review our practices, systems and controls in relation to our supply chains to further identify, assess and monitor potential risk areas and identify ways to further mitigate the risk of slavery and human trafficking occurring. For example, in view of the large, diverse and growing body of evidence of the human rights violations being perpetrated in Xinjiang against the Uyghur Muslims, Micro Focus has confirmed that none of its vendors have links to the region.

    We include requests for information on modern slavery and supply chains in our Requests for Proposals. Some of the practices and controls that we have implemented consist of:

    • Including in Micro Focus' standard form purchase order terms express obligations upon suppliers to comply with all applicable anti-modern slavery laws and Micro Focus' Modern Slavery Statement
    • Providing our suppliers with our policies on preventing modern slavery and requiring compliance in all parts of their business;
    • Also requiring suppliers to take all reasonable steps to ensure that slavery, servitude, human trafficking, forced labour and child labour do not take place in their own supply chains; and
    • Requiring suppliers to immediately notify Micro Focus if they become aware of any such circumstances.
    Policies
    Policies

    The following policies are in place at Micro Focus to minimise the slavery or human trafficking risk in all parts of our business and supply chains:

    Code of Conduct

    Micro Focus' worldwide Code of Conduct outlines our commitment to observing the highest ethical standards to guide our business practices across a number of areas, including in relation to human rights. It states that we must protect and respect human rights and work with our business partners and suppliers to do the same.

    The Code of Conduct contains the following key obligations on employees relating to the prevention of slavery and human trafficking:

    • Ensure that slavery, servitude, child labour, prison or forced labour, human trafficking and physical punishment do not occur in any operation of Micro Focus or our suppliers and other business partners;
    • Comply with the Micro Focus Anti-Slavery and Human Trafficking Policy (see below);
    • Respect the right of employees to organise in labour unions and collectively bargain in accordance with local laws and established practices; and
    • Speak up if employees are concerned about any possible violation of human rights at Micro Focus.

    The Code of Conduct has been communicated to all our employees (including through annual, dedicated online training). It is also reviewed each year (with the last review taking place in December 2020).

    Anti-Slavery and Human Trafficking Policy

    Our Anti-Slavery and Human Trafficking Policy outlines our zero-tolerance approach to slavery and human trafficking and states that modern slavery is a crime and a violation of fundamental human rights. It sets out that we are committed to ensuring there is transparency in our own business and in our approach to tackling modern slavery in our own supply chain.

    As with the Code of Conduct, the Anti-Slavery and Human Trafficking Policy applies to everyone working for or on behalf of Micro Focus and encourages employees to report any concerns immediately. Our Anti-Slavery and Human Trafficking Policy was last reviewed in August 2020.

    Global Human Rights Policy

    Micro Focus' Global Human Rights Policy confirms that respecting human rights is a core value at Micro Focus and is embedded in the way we do business. Micro Focus seeks to comply with all relevant legislation as well as uphold and respect human rights as reflected in the United Nations Universal Declaration of Human Rights, the OECD Guidelines for Multinational Enterprises, the UN Global Compact and the UN Guiding Principles on Business and Human Rights, amongst others.

    These standards include ensuring that the rights of women and minority groups are protected and that employees are able to exercise their right to freedom of expression. We expect our employees, agents, suppliers and business partners to support and respect the protection of human rights in line with our own ethical values and apply the same high standards to all company operations, regardless of geographic location.

    Supplier Code of Conduct

    Our relationships with our suppliers are required to be fully transparent, ethical and in line with the standards expected of our own employees. To this end, we have a Supplier Code of Conduct, which includes details of our standards on issues such as slavery, human trafficking, forced labour and child labour, which is implemented across the Micro Focus group worldwide.

    The Supplier Code of Conduct states that suppliers shall take all reasonable steps to ensure that slavery, servitude, human trafficking, forced or compulsory labour and/or child labour do not take place in their own supply chains or in any part of their business (including making all necessary enquiries with their own suppliers and, to the extent reasonable, other parties in the supply chain). It sets out that suppliers shall comply with the Modern Slavery Act, the commitments in this statement and the Anti-Slavery and Human Trafficking Policy, as updated from time to time.

    Anti-Bribery and Anti-Corruption Policy Micro

    Micro Focus' Anti-Bribery and Corruption Policy requires that our business is conducted in an ethical, legal and responsible manner, consistent with our zero-tolerance of slavery and human trafficking in all forms.

    Whistleblowing Policy

    Our Whistleblowing Policy encourages a culture of openness and transparency across the business so that staff and our suppliers can speak up where they feel our people and customers are at risk, or where areas of wrongdoing have been identified or are suspected. For the purposes of the Whistleblowing Policy, "wrongdoing" includes endangering the health and safety of any individual and a breach of the Code of Conduct and the rest of our policies.

    The Whistleblowing Policy explains how to raise a concern, including by staff speaking to their manager, their manager's manager or relevant head of department. Staff and suppliers can also contact the Micro Focus Legal Department or, if anonymity is preferred, use the independent telephone and web reporting service at the following link: http://www.microfocus.ethicspoint.com/. Micro Focus' Legal Department monitors and reviews the Whistleblowing reporting on an ongoing basis to identify behavioural trends and address any concerns raised.

    We expect our robust ethical standards and behaviours to apply to and be upheld by all our employees, customers, partners, suppliers and other stakeholders.

    Due Diligence
    Due Diligence

    At Micro Focus, we aim to be a company with the highest level of ethical standards in how we treat our employees and do business with our partners, customers and suppliers. In pursuit of this aim, we implement and enforce rigorous standards in our relationships with our customers and partners and apply stringent due diligence requirements when entering into any new association to prevent inappropriate, illegal or corrupt behaviours or activities.

    Environmental, Social and Governance (ESG)
    Environmental, Social and Governance (ESG)

    Micro Focus holds ISS Prime Status, which is only awarded to companies with an Environmental Social & Governance ("ESG") performance above the sector-specific prime threshold. This means that we fulfil ambitious absolute performance requirements, showing our commitment to driving the highest ethical and business standards.

    Social responsibility and the respect for human rights is also a core value at Micro Focus and shapes our behaviours, decision-making and culture. We have evolved and grown our social impact goals to focus on skills, which in turn will decrease the risk of slavery and human-trafficking through better education. Communities must be equipped with the right skills to survive and thrive in our continually evolving digital future. From helping to provide basic education in developing countries and nurturing digital skills in advanced economies, to social mobility, inclusion and diversity, our aim is to ensure that no one is left behind. Our partnerships and new employee volunteering programs focus on learning and upskilling for our communities and employees spanning digital, lifelong learning and wellbeing skills. This will help those communities to have access to professional jobs so that slavery and human-trafficking risk is less likely.

    As well as helping our customers address their carbon footprint and adopt carbon friendly IT strategies, such as enabling greater efficiency and longer life from their existing technology, Micro Focus is committed to improving its own carbon footprint. Collectively our leadership team and employees are working to reduce our total energy consumption and waste materials so that our employees and others can benefit from living in a better, safer and healthier environment.

    As a UK-incorporated company listed on the London Stock Exchange, we are also required to comply with the UK Corporate Governance Code. The Code requires boards to (i) ensure that workforce policies and practices are consistent with the company's values and support its long-term sustainable success, and that the workforce can raise any matters of concern; and (ii) to assess and monitor the company's culture and, if it has concerns, to seek assurance that management has taken corrective action. Our Board of Directors is committed to driving and supporting a culture of ethical behaviours, which reduces the risk of any slavery and human-trafficking happening at Micro Focus or in its supply chains. For more information on our Corporate Social Responsibility ("CSR") initiatives, please see here.

    Training
    Training

    Information on the importance of avoiding modern slavery is specifically included in our Code of Conduct and related training. In 2020, we conducted our annual Code of Conduct training, which is mandatory for all employees, including our Sales, Marketing, Legal, Procurement and Finance teams. The training addresses how to avoid any form of slavery and human trafficking, and it includes a test at the end which all employees are required to pass. It is also available in the following languages to ensure easy accessibility: Chinese, Dutch, English, French, Italian, Japanese, Portuguese, Russian and Spanish.

    The Code of Conduct training repeats the message that Micro Focus is committed to acting ethically and with integrity in all its business relationships. It states that slavery includes forced labour, human trafficking and bonded labour (when people borrow money they cannot repay and are required to work to pay off the debt). It sets out that slavery has no place anywhere in our business or supply chains and provides a link to this statement and the Anti-Slavery and Human Trafficking Policy.

    Responsibility and Monitoring
    Responsibility and Monitoring

    The Board of Micro Focus International Plc has overall responsibility for ensuring that the Micro Focus worldwide Code of Conduct and this statement comply with our legal and ethical obligations and that all those under Micro Focus' control comply with it.

    Our Group Compliance Officer, supported by the Legal Corporate Compliance and Ethics team, has primary and day-to-day responsibility for monitoring the Code of Conduct and this statement's use and effectiveness. The Legal Corporate Compliance and Ethics team is also assisted by the wider Legal, CSR, Human Resources, Finance and Global Procurement teams in ensuring the company's compliance with both the letter and spirit of the Modern Slavery Act and this Statement.

    Reporting
    Reporting

    To date, Micro Focus has not identified or received any reports that it has caused or contributed to slavery or human trafficking in any way.

    Should any issues be identified in relation to slavery or human trafficking, we have appropriate processes in place throughout the company to enable remediation. These processes include Micro Focus' Whistleblowing Policy, embedded in the Code of Conduct, and related whistleblowing telephone and web reporting service (http://www.microfocus.ethicspoint.com/). These mechanisms allow people to safely raise concerns about the impact Micro Focus or other entities in our operations or supply chain may be having on them.

    Further Steps
    Further Steps

    Micro Focus will continue to review the effectiveness of the steps we are taking to ensure the risks of modern slavery and human trafficking in our business, operations and supply chain remain low. Where necessary, we will aim to improve any policies, procedures and systems that are already in place.

    Signature:

    Name: Stephen Murdoch
    CEO

  • Marketplace Terms of Service
    MICRO FOCUS MARKETPLACE END USER PARTICIPATION TERMS

    Marketplace Terms of Service

    MICRO FOCUS MARKETPLACE END USER PARTICIPATION TERMS

    These MICRO FOCUS MARKETPLACE END USER PARTICIPATION TERMS ("Participation Terms") are a legal contract between you and, as applicable, Micro Focus International plc or one of its group companies or affiliates ("Micro Focus") and apply to your use of a Micro Focus marketplace (the "Marketplace") and your use of applications made available in the Marketplace (each, an "Application"). These Participation Terms are effective beginning with your initial use of the Marketplace.

    INTRODUCTION

    1. INTRODUCTION: Before accessing the Marketplace or any Application, carefully read these Participation Terms which are in addition to the Micro Focus Website Terms of Use set forth at www.microfocus.com/about/legal ("Website Terms of Use"). To the extent there is any conflict between these Participation Terms and the Website Terms of Use, these Participation Terms shall control. The licensor of each Application (the "Application Provider") is either Micro Focus or a third-party licensor. The Application Provider licenses the Application to you, the original end user, either for free or for a charge, solely for your organization's internal purposes as set forth below and subject to the applicable end user license agreement. Your use of each Application that you download through the Marketplace is governed by the terms of the End User License Agreement specified by the Application Provider (the "EULA").

    Where Micro Focus is the Application Provider, the license to the Application is governed by the Micro Focus EULA found at www.microfocus.com/en-us/legal/software-licensing, effective beginning with your initial use of that Application. Please note that Micro Focus has authorized third parties to contribute Applications of such third parties to the Marketplace and the use of that third-party Application is governed by the terms and conditions specified by the third party rather than by the Micro Focus EULA.

    If you do not agree to these Participation Terms, you may not use, download from, or otherwise access the Marketplace. Using, downloading, or otherwise accessing any part of the Marketplace indicates that you accept these Participation Terms. You must be at least 13 (thirteen) years of age to use or access the Marketplace. If you are at least 13 but under the age of 18, you must have your parent or legal guardian's permission to use or access the marketplace.

    LIMITED ROLE OF MICRO FOCUS

    2. LIMITED ROLE OF MICRO FOCUS: Your agreement with each third-party Application Provider is a binding agreement between you and that Application Provider only. Such third party is solely responsible for the corresponding Application, the content therein, any warranties to the extent that such warranties have not been disclaimed, and any claims relating to that Application. You acknowledge that, except in situations where Micro Focus is the Application Provider, Micro Focus is not a party to the agreement between you and the Application Provider. Micro Focus is not responsible for any third-party Application, the content therein, or any warranties or claims that you or any other party may have relating to that Application. You further acknowledge and agree that, with respect to any Application for which Micro Focus is not the Application Provider, Micro Focus is a third-party beneficiary of the corresponding EULA and, in such capacity, has the right to enforce such EULA against you.

    PRICES AND TAXES

    3. PRICES AND TAXES: Prices will be as set out on the Marketplace at the time an order is submitted. Prices are exclusive of taxes, duties, and fees (including installation, shipping, and handling) unless otherwise quoted.

    INVOICES AND PAYMENT

    4. INVOICES AND PAYMENT: You agree to pay all invoiced amounts at the time of purchase. Micro Focus may suspend or cancel performance of open orders if You fail to make payments when due. All sales are final.

    RESTRICTIONS

    5. RESTRICTIONS: You agree that Micro Focus and/or third parties own all right, title and interest in and to the Marketplace as a whole and all Applications as to which Micro Focus is the Application Provider (including all patents, copyrights, trademarks and other intellectual property rights relating thereto). Each Application is licensed for use only for a single Micro Focus account, and you may not distribute or make the Application available over a network or for use with multiple devices. You may not modify or alter an Application or use it other than as expressly authorized by the corresponding EULA; provided that, if applicable law permits you to copy or modify the Application, then you may copy and modify the Application solely to the extent, and for such purposes as, expressly permitted by applicable law. You may not attempt to, or assist or encourage any other person or entity to circumvent, disable or modify any security technology or software that is part of the Application or specified by Micro Focus. Except as expressly authorized herein or in such EULA, all rights in the Applications are reserved by the Application Providers. You agree that you will not engage in any activity that interferes with or disrupts the Marketplace or services available through Applications you have downloaded. You further agree that you will not use any Applications you download to interfere with or otherwise disrupt any servers, networks, websites or services.

    MICRO FOCUS HAS THE RIGHT TO MODIFY, CHANGE OR TERMINATE YOUR USE OF THE MARKETPLACE OR APPLICATIONS FOUND IN THE MARKETPLACE

    6. MICRO FOCUS HAS THE RIGHT TO MODIFY, CHANGE OR TERMINATE YOUR USE OF THE MARKETPLACE OR APPLICATIONS FOUND IN THE MARKETPLACE: Micro Focus reserves the right, at its sole discretion and at any time, to add, remove, disable access to, block, or modify the Marketplace or to impose limits on the use of or access to certain features or portions of the Marketplace. In the event Micro Focus determines in good faith that it is appropriate to do so, due to changes in the obligations to, or restrictions imposed by, its third-party licensors or partners, an Application Provider's violation of its agreement with Micro Focus, or any governmental restriction or court order. Micro Focus may, without prior notice or liability to you, remove, disable access to, block, or modify remotely any Applications previously downloaded by you from the Marketplace. In such event, you may need to contact the Application Provider for further action or access.

    MICRO FOCUS HAS THE RIGHT TO MODIFY THESE TERMS

    7. MICRO FOCUS HAS THE RIGHT TO MODIFY THESE TERMS: Micro Focus reserves the right to modify these Participation Terms at its sole discretion at any time. Any such modification will be effective upon Micro Focus notifying you prior to your continued use or access of the Marketplace. Your continued use of the Marketplace after such notice will constitute your binding acceptance of the Agreement as revised.

    CUSTOMER SERVICE

    8. CUSTOMER SERVICE: Support of an Application is solely as agreed by you and either (i) the applicable third-party Application Provider or (ii) Micro Focus in cases where it is the Application Provider. Micro Focus does not provide support for third-party Applications. For any issues or questions concerning specific third-party Applications, please contact the Application Provider.

    CONTENT ACCESSED THROUGH APPLICATIONS

    9. CONTENT ACCESSED THROUGH APPLICATIONS: You acknowledge and agree that certain Applications may provide access to products, services, web content or other third-party materials (together, "Third-Party Content") and that Micro Focus is not responsible for such Third-Party Content. Micro Focus makes no representations or warranties regarding such Third-Party Content.

    REVIEWS

    10. REVIEWS: Micro Focus, in its sole discretion, may permit users to post reviews of Applications on the Marketplace. Such reviews reflect the opinions of the reviewers and not Micro Focus, and Micro Focus makes no representations as to the accuracy or completeness of the reviews. You agree that Micro Focus shall have no liability to you if you rely on the reviews to download or use an Application. Micro Focus reserves the right to, but has no obligation to, remove reviews that Micro Focus deems irrelevant or otherwise inappropriate for any reason. If you post a review, you hereby grant Micro Focus a perpetual, worldwide, fully transferable and sub-licensable, irrevocable, royalty-free license to make, use, sell, market, reproduce, create derivative works of, distribute, perform, and display the review in any manner and for any purpose. You acknowledge that your personally identifiable information may be associated with your review unless you post the review anonymously. If you post a review, you agree not to post, publish or transmit any material that: (i) is false or misleading; (ii) is defamatory; (iii) invades another's privacy; (iv) is obscene, pornographic, or offensive; (v) promotes bigotry, racism, hatred or harm against any individual or group; (vi) infringes on another's rights, including but not limited to any intellectual property rights; or (vii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability.

    CONSENT TO USE OF DATA INDEMNIFICATION

    12. INDEMNIFICATION: To the maximum extent permitted by law, you agree to defend, indemnify and hold Micro Focus, its directors, officers, employees, affiliates and agents (including without limitation its parent company, Micro Focus International plc and its directors, officers, employees, affiliates and agents) harmless from and against any and all claims arising out of your breach of these Participation Terms, your use of the Marketplace, or your use of any Applications downloaded from the Marketplace.

    WARRANTY AND DISCLAIMERS

    13. WARRANTY AND DISCLAIMERS: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE MARKETPLACE IS AT YOUR SOLE RISK AND THAT ACCESS TO THE MARKETPLACE IS PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT ANY WARRANTY OF ANY KIND OR NATURE. MICRO FOCUS DOES NOT WARRANT THAT USE OF THE MARKETPLACE WILL BE UNINTERRUPTED, FAULT-TOLERANT OR ERROR FREE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICRO FOCUS AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY IMPLIED OR STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, CORRESPONDENCE WITH DESCRIPTION, SATISFACTORY QUALITY AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY STATED IN THE MICRO FOCUS EULA FOR AN APPLICATION AS TO WHICH MICRO FOCUS IS THE APPLICATION PROVIDER, MICRO FOCUS MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. ALL THIRD-PARTY SOFTWARE AND OPEN SOURCE SOFTWARE IS PROVIDED "AS-IS," WITHOUT WARRANTIES OF ANY KIND BY MICRO FOCUS.

    LIMITATION OF LIABILITY

    14. LIMITATION OF LIABILITY:

    1. Liability Cap. In no event will any liability of one party to the other party arising out of or in connection herewith exceed the lesser of (i) $10,000 or (ii) the total fees paid by You for access to the Marketplace in the preceding twelve (12) months. Nothing in this clause (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, but personal identifiable information remains capped by this clause unless prohibited by applicable law; 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.
    2. 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 herewith, even if informed of the possibility of such damages in advance.
    3. Scope. The limitations and disclaimers in this section (Limitation of Liability) apply to all causes of action, including but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentation and other torts.
    GLOBAL TRADE COMPLIANCE

    15. GLOBAL TRADE COMPLIANCE: You agree to comply with the trade-related laws and regulations of the U.S. and other national governments. If you export, import or otherwise transfer Applications provided under these Participation Terms, you will be responsible for obtaining any required export or import authorizations. You confirm that you are not located in a country that is subject to trade control sanctions (currently Cuba, Iran, N. Korea, N. Sudan, and Syria) and further agree that you will not retransfer the Applications to any such country. Micro Focus may suspend its performance under these Participation Terms to the extent required by laws applicable to either party.

    TERM AND TERMINATION

    16. TERM AND TERMINATION: These Participation Terms are effective until terminated. Micro Focus may terminate these Participation Terms in whole or as it applies to your use of any Application if you breach any of these Participation Terms. You may terminate it at any time by ceasing to use the Marketplace, provided that any terms relating to your use of each Application will survive unless and until you destroy all copies of such Application and related documentation. Some jurisdictions do not allow the termination of this type of Agreement, so the above provision may be limited in its application to you. In addition, Micro Focus reserves the right to modify, suspend, or discontinue the Marketplace (or any part or content thereof) at any time with or without notice to you, and Micro Focus will not be liable to you or to any third party should it exercise such rights.

    GOVERNING LAW

    17. GOVERNING LAW: These Participation Terms, as well as any claims or causes of action, whether in contract, tort or statute, based on, arising under or relating hereto, will be governed and enforced pursuant to the laws of the State of Delaware, without giving effect to any conflict of law rule or other rule that could result in the application of laws of a different jurisdiction. The parties consent to exclusive jurisdiction of the state and federal courts of Delaware. The United Nations Convention on Contracts for the International Sale of Goods will not apply. The prevailing party in any proceeding has the right to recover costs and reasonable attorneys' fees as awarded by the court or arbitrator.

    ENFORCEMENT

    18. ENFORCEMENT: Micro Focus reserves the right to take any steps it believes to be reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Participation Terms. You agree that Micro Focus has the right, without liability to you, to disclose any information relating to your use of the Marketplace to law enforcement authorities, government officials, and/or a third party, as Micro Focus believes in good faith is appropriate to enforce and/or verify compliance with any part of these Participation Terms.

    SURVIVAL

    19. SURVIVAL: Sections 2 (Limited Role of Micro Focus), 4 (Invoices and Payment), 5 (Restrictions), 8 (Customer Service), 9 (Content Accessed Through Applications), 10 (Reviews), 11 (Collection of User Data), 12 (Indemnification), 13 (Warranty and Disclaimers), 14 (Limitation of Liability), 17 (Governing Law), 18 (Enforcement) will survive any expiration or termination of these Participation Terms.

    ENTIRE AGREEMENT

    20. ENTIRE AGREEMENT: These Participation Terms represent our entire understanding with respect to their subject matter and supersede any previous communication or agreements that may exist. Except as expressly specified herein, modifications to these Participation Terms may be made only through a written amendment signed by both parties. A failure by Micro Focus to exercise, or a delay in Micro Focus' exercise of, its rights hereunder is not a waiver of those rights.

release-rel-2021-10-1-6968 | Thu Oct 7 01:05:01 PDT 2021
6968
release/rel-2021-10-1-6968
Thu Oct 7 01:05:01 PDT 2021