Micro Focus International plc
England and Wales
5134647
The Lawn, 22-30 Old Bath Road, Berkshire, RG14 1QN, United Kingdom
Public Limited Company (PLC), incorporated and registered under UK law
+44-(0)-1635-565-200
GB765361024
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.
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.
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:
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.
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.
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.
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 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.
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.
For Your and Our convenience, Our Website includes various links to third-party websites which are not under Our control. If You follow these links, You will leave Our Website. We are not obligated to review any third-party websites that You link to from Our Website. We do not control, and are not responsible for, any of the third-party websites (or the products, services, or content available through them). We do not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If You decide to access any of the third-party websites linked to from Our Website, You do so entirely at Your own risk and subject to the privacy policies and terms and conditions for those third-party websites (rather than these Website Terms of Use).
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:
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.
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.
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.
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.
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.
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.
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).
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.
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.
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice:
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.
Please refer to OpenText Privacy Policy.
This Code of Conduct replaces the Standards of Business Conduct and The Worldwide Code of Business Conduct and Ethics.
Please refer to OpenText Code of Conduct.
Micro Focus International Plc makes this anti-slavery and human trafficking statement, as required by section 54(1) of the Modern Slavery Act 2015, setting out the actions that Micro Focus took during the financial year ended 31 October 2021, to ensure that slavery and human trafficking are not taking place in any of our supply chains or in any part of our business globally.
This statement is made pursuant to section 54(1) of the Modern Slavery Act 2015 (the “Modern Slavery Act”) and describes the steps that Micro Focus took during its financial year ended 31 October 2021 to tackle modern slavery risks in our business and supply chains. Our efforts in this area represent a key component of our wider environmental, social & governance (“ESG”) commitments.
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, but is not limited to, 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 30 March 2022 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.
Micro Focus (LSE: MCRO, NYSE: MFGP) is one of the world´s largest enterprise software companies with an annual revenue of $2.9 billion. We help our customers achieve key outcomes so they can run and transform their business.
Micro Focus is headquartered in Newbury (United Kingdom) and the group has a presence in 48 countries worldwide, employing over 11,000 people. For more information visit www.microfocus.com.
Our Purpose
Micro Focus’ purpose is to deliver mission-critical enterprise software that powers the digital economy. Our aim is to put sustainability and responsibility at the core of the way we operate. We continue to make progress in this area for the benefit of our stakeholders. Our new ESG committee was launched in the summer of 2021 with the goal of ensuring we continue to embed ESG in the core of our operations and we continue to make improvements in this area.
Our Business
Micro Focus is a software company with a professional workforce. We operate in a manner and sector in which we do not consider our employees to be at a high-risk of slavery, servitude, forced labour, child labour, human trafficking, or workplace abuse.
In relation to our supply chains, we do not run a business involving intensive manual labour, 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 committed to acting ethically and with integrity in all our business relationships and to implementing and enforcing effective systems and controls to help ensure slavery, forced labour and human trafficking does not take place anywhere in our business, distribution, or supply chains.
Our operations are historically mainly office-based although, due to the COVID-19 pandemic, 97% of our staff transitioned to home working and Micro Focus continues to operate a flexible working environment whereby up to 90% of the workforce continue to work remotely.
Micro Focus remains committed to maintaining zero-tolerance of any form of modern slavery in its business or supply chains. We operate 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 confirmed during the FY21 financial year that none of our vendors are registered in the region. See section 5: Risk Assessment and Due Diligence for more information.
We include requests for information on modern slavery and our 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.
At Micro Focus, behaving responsibly as an organisation (including preventing any type of slavery and human trafficking), both internally for our employees and externally within the marketplace, communities, and environment, is a fundamental principle for our operations around the globe.
We are proud of Micro Focus INSPIRE, our company wide ESG programme, which covers every aspect of the organisation, including how we manage relationships with employees, suppliers, customers, and local communities. Micro Focus has an ISS quality score rating of “1” in ISS ESG’s social category, which is the highest social rating, with the category covering all relevant environmental, social, and governance related topics. Micro Focus also holds ISS Prime Status because of us fulfilling ambitious absolute performance requirements, demonstrating the value we place on our people and their wellbeing.
Social responsibility and respect for human rights are core values at Micro Focus and shape our behaviours, decision-making, and culture. Our partnerships and employee volunteering programmes focus on learning and upskilling for our communities and employees globally, and include digital, lifelong learning and wellbeing skills.
We believe that communities should 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. An example of our outreach activities is Micro Focus INSPIRE India, which has helped nurture and enrich the lives of thousands of schoolchildren and students, helping many stay digitally connected to continue their education during COVID-19 lockdowns, and ensuring hundreds from deprived communities are supported with the right skills to thrive in their digital futures.
All these initiatives should help those communities to have access to professional jobs so that slavery and human-trafficking is less likely.
Micro Focus’ 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. Consistent with the UK Corporate Governance Code, which applies to us as a UK-incorporated company listed on the London Stock Exchange, the Board ensures that workforce policies and practices are in line with the company’s values, support our long-term sustainable success, and enable our workforce to raise any matters of concern. The Board also continuously assesses and monitors the company's culture and, should it have concerns, would seek assurance that management has taken corrective action.
For more information on our ESG initiatives, please see the ESG page of our external-facing website here.
The following policies, all of which are available on our internal intranet for our employees, as well as on our external-facing website or on request, 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 several 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;
• 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 regularly, with the last review taking place during the FY21 financial year.
Anti-Slavery and Human Trafficking Policy
Our Anti-Slavery and Human Trafficking Policy confirms and describes 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. The Anti-Slavery and Human Trafficking Policy applies to everyone working for or on behalf of Micro Focus in any capacity (including staff members, directors, officers, agency workers, seconded workers, volunteers, interns, agents, contractors, external consultants, third party representatives, and business partners) and encourages employees to report any concerns immediately.
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 requires compliance with relevant legislation as well as to 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 can 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 sets out the standards which we require of our suppliers in relation to 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 requires suppliers to comply with the Modern Slavery Act, the commitments in this Anti-Slavery and Human Trafficking statement, and the Anti-Slavery and Human Trafficking Policy, as updated from time to time in order 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. Suppliers are also required to make all necessary enquiries with their own suppliers and, to the extent reasonable, other parties in the supply chain.
Anti-Bribery and Anti-Corruption Policy
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 an independent telephone and web reporting service (currently https://www.microfocus.com/speakup.
Risk Assessment
Everyone at Micro Focus is encouraged to remain mindful of any slavery and human trafficking risks that may face the company, and to report and concerns using the appropriate channels immediately. As set out above, following the allegations of human rights violations against Uyghurs Muslim minorities taking place in the Xinjiang region of China, in February 2021 Micro Focus performed an assessment of suppliers in our procurement system to ascertain whether any had links to the Xinjiang region. As a result of this exercise, we were able to confirm that we do not have any suppliers with a registered office in this region.
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 suppliers, customers and partners and apply stringent due diligence requirements when entering into any new association to prevent inappropriate, illegal or corrupt behaviours or activities. For example, we screen prospective business partners to ensure that there are no red flags associated with the relevant partner from a compliance or modern slavery perspective.
Information on the importance of avoiding modern slavery and our own policies and procedures in this area is specifically included in our Code of Conduct annual online training. In 2021, 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 in order to complete the training. 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
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 Chief Legal 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, ESG, Human Resources, Finance and Global Procurement teams in ensuring our compliance with both the letter and spirit of the Modern Slavery Act and this statement.
Reporting
To date, Micro Focus has not identified or received any reports that it has caused or contributed to slavery or human trafficking. Should any issues be identified in relation to slavery or human trafficking, we have appropriate processes in place throughout the company to enable remediation including, as set out above, Micro Focus’ Whistleblowing Policy and related whistleblowing telephone and web reporting service (https://www.microfocus.com/speakup).
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.
Approved by the Board of Micro Focus International Plc on: 30 March 2022
Signature:
Name: Stephen Murdoch
CEO
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
11. CONSENT TO USE OF DATA: To the extent permitted by law, you expressly consent to the collection and use of information (which may include your personal identifiable information such as your name, your email address, and other like information associated with your user account) about your use of the Marketplace, Applications obtained through the Marketplace, and the computer systems on which such Applications are installed or accessed for security and licensing purposes and to improve Micro Focus products and services. This includes the use of Google Analytics or other analytics tools for the collection of anonymous usage information, which helps Micro Focus understand how visitors engage with the application catalog. Micro Focus will collect and use this information and may disclose this information to the Application Provider. Your information will be treated in accordance with Micro Focus' privacy policy (set forth at www.microfocus.com/about/legal/#your_privacy) and in accordance with applicable data protection laws.
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.
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.
14. LIMITATION OF LIABILITY:
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.
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.
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.
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.
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.
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.
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.
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.
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:
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.
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.
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.
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 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.
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.
For Your and Our convenience, Our Website includes various links to third-party websites which are not under Our control. If You follow these links, You will leave Our Website. We are not obligated to review any third-party websites that You link to from Our Website. We do not control, and are not responsible for, any of the third-party websites (or the products, services, or content available through them). We do not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If You decide to access any of the third-party websites linked to from Our Website, You do so entirely at Your own risk and subject to the privacy policies and terms and conditions for those third-party websites (rather than these Website Terms of Use).
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:
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.
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.
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.
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.
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.
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.
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).
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.
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.
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice:
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.
Please refer to OpenText Privacy Policy.
This Code of Conduct replaces the Standards of Business Conduct and The Worldwide Code of Business Conduct and Ethics.
Please refer to OpenText Code of Conduct.
Micro Focus International Plc makes this anti-slavery and human trafficking statement, as required by section 54(1) of the Modern Slavery Act 2015, setting out the actions that Micro Focus took during the financial year ended 31 October 2021, to ensure that slavery and human trafficking are not taking place in any of our supply chains or in any part of our business globally.
This statement is made pursuant to section 54(1) of the Modern Slavery Act 2015 (the “Modern Slavery Act”) and describes the steps that Micro Focus took during its financial year ended 31 October 2021 to tackle modern slavery risks in our business and supply chains. Our efforts in this area represent a key component of our wider environmental, social & governance (“ESG”) commitments.
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, but is not limited to, 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 30 March 2022 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.
Micro Focus (LSE: MCRO, NYSE: MFGP) is one of the world´s largest enterprise software companies with an annual revenue of $2.9 billion. We help our customers achieve key outcomes so they can run and transform their business.
Micro Focus is headquartered in Newbury (United Kingdom) and the group has a presence in 48 countries worldwide, employing over 11,000 people. For more information visit www.microfocus.com.
Our Purpose
Micro Focus’ purpose is to deliver mission-critical enterprise software that powers the digital economy. Our aim is to put sustainability and responsibility at the core of the way we operate. We continue to make progress in this area for the benefit of our stakeholders. Our new ESG committee was launched in the summer of 2021 with the goal of ensuring we continue to embed ESG in the core of our operations and we continue to make improvements in this area.
Our Business
Micro Focus is a software company with a professional workforce. We operate in a manner and sector in which we do not consider our employees to be at a high-risk of slavery, servitude, forced labour, child labour, human trafficking, or workplace abuse.
In relation to our supply chains, we do not run a business involving intensive manual labour, 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 committed to acting ethically and with integrity in all our business relationships and to implementing and enforcing effective systems and controls to help ensure slavery, forced labour and human trafficking does not take place anywhere in our business, distribution, or supply chains.
Our operations are historically mainly office-based although, due to the COVID-19 pandemic, 97% of our staff transitioned to home working and Micro Focus continues to operate a flexible working environment whereby up to 90% of the workforce continue to work remotely.
Micro Focus remains committed to maintaining zero-tolerance of any form of modern slavery in its business or supply chains. We operate 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 confirmed during the FY21 financial year that none of our vendors are registered in the region. See section 5: Risk Assessment and Due Diligence for more information.
We include requests for information on modern slavery and our 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.
At Micro Focus, behaving responsibly as an organisation (including preventing any type of slavery and human trafficking), both internally for our employees and externally within the marketplace, communities, and environment, is a fundamental principle for our operations around the globe.
We are proud of Micro Focus INSPIRE, our company wide ESG programme, which covers every aspect of the organisation, including how we manage relationships with employees, suppliers, customers, and local communities. Micro Focus has an ISS quality score rating of “1” in ISS ESG’s social category, which is the highest social rating, with the category covering all relevant environmental, social, and governance related topics. Micro Focus also holds ISS Prime Status because of us fulfilling ambitious absolute performance requirements, demonstrating the value we place on our people and their wellbeing.
Social responsibility and respect for human rights are core values at Micro Focus and shape our behaviours, decision-making, and culture. Our partnerships and employee volunteering programmes focus on learning and upskilling for our communities and employees globally, and include digital, lifelong learning and wellbeing skills.
We believe that communities should 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. An example of our outreach activities is Micro Focus INSPIRE India, which has helped nurture and enrich the lives of thousands of schoolchildren and students, helping many stay digitally connected to continue their education during COVID-19 lockdowns, and ensuring hundreds from deprived communities are supported with the right skills to thrive in their digital futures.
All these initiatives should help those communities to have access to professional jobs so that slavery and human-trafficking is less likely.
Micro Focus’ 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. Consistent with the UK Corporate Governance Code, which applies to us as a UK-incorporated company listed on the London Stock Exchange, the Board ensures that workforce policies and practices are in line with the company’s values, support our long-term sustainable success, and enable our workforce to raise any matters of concern. The Board also continuously assesses and monitors the company's culture and, should it have concerns, would seek assurance that management has taken corrective action.
For more information on our ESG initiatives, please see the ESG page of our external-facing website here.
The following policies, all of which are available on our internal intranet for our employees, as well as on our external-facing website or on request, 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 several 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;
• 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 regularly, with the last review taking place during the FY21 financial year.
Anti-Slavery and Human Trafficking Policy
Our Anti-Slavery and Human Trafficking Policy confirms and describes 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. The Anti-Slavery and Human Trafficking Policy applies to everyone working for or on behalf of Micro Focus in any capacity (including staff members, directors, officers, agency workers, seconded workers, volunteers, interns, agents, contractors, external consultants, third party representatives, and business partners) and encourages employees to report any concerns immediately.
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 requires compliance with relevant legislation as well as to 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 can 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 sets out the standards which we require of our suppliers in relation to 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 requires suppliers to comply with the Modern Slavery Act, the commitments in this Anti-Slavery and Human Trafficking statement, and the Anti-Slavery and Human Trafficking Policy, as updated from time to time in order 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. Suppliers are also required to make all necessary enquiries with their own suppliers and, to the extent reasonable, other parties in the supply chain.
Anti-Bribery and Anti-Corruption Policy
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 an independent telephone and web reporting service (currently https://www.microfocus.com/speakup.
Risk Assessment
Everyone at Micro Focus is encouraged to remain mindful of any slavery and human trafficking risks that may face the company, and to report and concerns using the appropriate channels immediately. As set out above, following the allegations of human rights violations against Uyghurs Muslim minorities taking place in the Xinjiang region of China, in February 2021 Micro Focus performed an assessment of suppliers in our procurement system to ascertain whether any had links to the Xinjiang region. As a result of this exercise, we were able to confirm that we do not have any suppliers with a registered office in this region.
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 suppliers, customers and partners and apply stringent due diligence requirements when entering into any new association to prevent inappropriate, illegal or corrupt behaviours or activities. For example, we screen prospective business partners to ensure that there are no red flags associated with the relevant partner from a compliance or modern slavery perspective.
Information on the importance of avoiding modern slavery and our own policies and procedures in this area is specifically included in our Code of Conduct annual online training. In 2021, 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 in order to complete the training. 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
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 Chief Legal 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, ESG, Human Resources, Finance and Global Procurement teams in ensuring our compliance with both the letter and spirit of the Modern Slavery Act and this statement.
Reporting
To date, Micro Focus has not identified or received any reports that it has caused or contributed to slavery or human trafficking. Should any issues be identified in relation to slavery or human trafficking, we have appropriate processes in place throughout the company to enable remediation including, as set out above, Micro Focus’ Whistleblowing Policy and related whistleblowing telephone and web reporting service (https://www.microfocus.com/speakup).
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.
Approved by the Board of Micro Focus International Plc on: 30 March 2022
Signature:
Name: Stephen Murdoch
CEO
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
11. CONSENT TO USE OF DATA: To the extent permitted by law, you expressly consent to the collection and use of information (which may include your personal identifiable information such as your name, your email address, and other like information associated with your user account) about your use of the Marketplace, Applications obtained through the Marketplace, and the computer systems on which such Applications are installed or accessed for security and licensing purposes and to improve Micro Focus products and services. This includes the use of Google Analytics or other analytics tools for the collection of anonymous usage information, which helps Micro Focus understand how visitors engage with the application catalog. Micro Focus will collect and use this information and may disclose this information to the Application Provider. Your information will be treated in accordance with Micro Focus' privacy policy (set forth at www.microfocus.com/about/legal/#your_privacy) and in accordance with applicable data protection laws.
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.
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.
14. LIMITATION OF LIABILITY:
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.
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.
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.
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.
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.
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.
