IMPORTANT: MICRO FOCUS IS PROVIDING THIS SOFTWARE FOR YOUR USE SUBJECT TO YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT BY CLICKING ON SETUP'S ACCEPT BUTTON, YOU WILL NOT BE ABLE TO USE THE SOFTWARE. BY CLICKING SETUP’S ACCEPT BUTTON YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTOOD IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

MICRO FOCUS END USER LICENSE AGREEMENT

WHEREAS, Micro Focus desires to grant to Licensee, and Licensee desires to accept from Micro Focus, a license to use Micro Focus’ proprietary Software (as defined herein) upon the terms and conditions hereinafter set forth; NOW, THEREFORE, Micro Focus and Licensee agree as follows:

For this Micro Focus End User License Agreement (“License Agreement”), the following definitions shall apply:

Software: The object code version of the Micro Focus computer programs, their accompanying user documentation (“Documentation”) and other supplemental materials as provided to Licensee by Micro Focus, including but not limited to any software security keys, modifications or additions relating thereto. For purposes of this License Agreement, the term “Software” shall also include any updates, revisions, modifications, and corrections of the Software that Licensee receives under Section 7 below or under maintenance for which Licensee has separately contracted and paid.

Product Order: The document executed by Licensee describing each Software purchase which has been accepted by Micro Focus or its authorized distributors. Acceptance shall occur upon written confirmation of acceptance of the document describing the Software purchase or upon delivery of the Software ordered by Licensee whichever occurs first. Each Product Order shall constitute a separate agreement and shall incorporate therein all of the terms and conditions of this License Agreement. In the event of any conflict between the terms of this License Agreement and the terms of any Product Order which have been expressly accepted by a duly authorized signatory of Micro Focus in writing, such terms of the Product Order shall govern except that in no event shall any terms and conditions of Licensee contained in a purchase order or similar document issued by Licensee in connection with this License Agreement or a Product Order apply and any such document issued hereto relating thereto shall be for administrative purposes only and shall have no legal effect.

  1. GRANT OF LICENSE. For payment of the applicable non-refundable license fees identified on the Product Order, Micro Focus grants Licensee, as an end user, a non-transferable, non-sublicensable and non-exclusive license to use the Software, solely for its own internal use and benefit, subject to the terms and conditions set forth in this License Agreement. The license option required by Licensee shall be identified in the Product Order: License options are as follows.

    1. Named User License. Software provided under this option gives Licensee the right to install the Software on either (i) a single machine which may be accessed by the number of named end users licensed or (ii) on a single host machine or server (“Host Server”) accessed by the number of named end users licensed. A Named User License means that only one named person can use each license that is purchased and that named person has the right to unlimited access to the Software.

    2. Concurrent Use License (Standard). Software provided under this option gives Licensee the right to install the Software on a single Host Server accessible by the number of licensed active sessions or connections, each active session or connection will be a minimum of thirty (30) seconds in duration.

    3. Concurrent Transaction/Batch License. Software provided under this option gives Licensee the right to install the Software on a single Host Server accessible by the number of licensed active sessions or connections, either online or batch.

    4. CPU (Server) License. Software provided under this option gives Licensee the right to install the Software on a single Host Server containing a single central processing unit (“CPU”) for an unlimited number of concurrent users. Additional CPU (Server) Licenses for Software must be purchased for each additional CPU contained in a multi-processor host server.

    5. Evaluation License. Software provided under this option gives Licensee a term license to use the Software within Licensee’s organization during the evaluation term specified by Micro Focus in writing to Licensee solely for evaluation and testing purposes on a single computer system and not for any development, commercial, or production purpose including without limitation any reproduction or distribution. Licensee’s results of benchmark or other performance tests run on or using the Software may not be disclosed to any third party without Micro Focus’ prior written consent. At any time during the evaluation term or upon completion thereof, Licensee may, upon written notification to Micro Focus and payment of the applicable license fee, replace this evaluation license with a license to use the Software pursuant to one of the options listed in Sections 1.1 to 1.4 inclusive. In the absence of such notification by Licensee, this evaluation license shall automatically terminate at the end of the evaluation term and Licensee shall return, or if Micro Focus so directs destroy all such Software and provide Micro Focus with written confirmation of such destruction being completed. Micro Focus may in its sole discretion grant Licensee an extension to the evaluation term subject to receiving a written request and reasons for such request from Licensee prior to expiration of the evaluation term. Micro Focus will specify any such agreed extension in writing to Licensee. Software provided by Micro Focus free of license fee charge shall be deemed to be provided pursuant to this Evaluation License option unless otherwise agreed in writing. In the absence of any contrary period specified in writing by Micro Focus, the evaluation term shall be deemed to be thirty (30) days. In relation to Software provided pursuant to an Evaluation License this Section 1.5 shall prevail over any contrary provisions set forth in this License Agreement.

    The foregoing shall apply to all Software supplied by Micro Focus pursuant to the Product Order except where amended or supplemented for the specific Software product in the Specific Software Terms at the end of this License Agreement or in the Product Order.

  2. USER RESTRICTION. Licensee agrees not to:

    1. Copy and distribute the Software, in whole or in part, for internal use without paying Micro Focus the applicable additional fees except (i) for making a reasonable number of archival back-up copies or (ii) as expressly authorized by Micro Focus in writing or (iii) for making a reasonable number of copies of the Documentation supplied to Licensee by Micro Focus in electronic form. Licensee shall reproduce and affix all copyright and other proprietary rights notices appearing in or on the Software in all such copies thereof

    2. Copy and distribute the Software, in whole or in part, to third parties without first entering into a separate distribution license agreement with Micro Focus.

    3. Assign or otherwise transfer or outsource this License Agreement to any third party.

    4. Transfer, ship or use the Software outside the continent in which it was originally licensed to Licensee.

    5. Assign, sell, rent, lease, lend, sublicense or otherwise distribute, transfer or make available the Software to any third party, nor authorize or appoint any third party to do so.

    6. Use the Software for timesharing, hosting, service bureau or like purposes.

    7. Modify Software nor provide any person with the means to do the same.

    8. Create derivative works, translate, disassemble, recompile nor reverse engineer any Software nor attempt to do so (except to the extent applicable law specifically permits such activity).

    9. Alter, destroy, or otherwise remove any proprietary notices or labels on or embedded within the Software or Documentation.
    10. Use the Software in a manner other than as specifically permitted in this License Agreement.

  3. AUDITS: Licensee agrees to (i) keep records of and provide the location, model and serial number of any and all machines on which the Software is installed or from which the Software is accessed, and how many users are accessing the Software, (ii) implement a reasonable mechanism or process to ensure that Licensee’s use of the Software does not exceed the number of licenses granted, (iii) take all necessary steps to destroy or erase all Software codes, programs and other proprietary information before disposing of any media containing Software, and (iv) promptly provide written notice to Micro Focus if Licensee’s usage exceeds the license granted. Upon Micro Focus’ reasonable request, but not more frequently than annually without reasonable cause, Licensee shall furnish Micro Focus with a signed statement verifying the above and shall permit Micro Focus to audit the use of the Software at such times as may be mutually agreed upon. In the event Licensee’s usage exceeds the license granted, Micro Focus reserves the right, without prejudice to any other rights or remedies including without limitation injunctive relief, to modify the Product Order to reflect such additional use and to invoice Licensee at Micro Focus’ then current license fee for the additional license use and increased maintenance fees and Licensee agrees to pay such invoice.

  4. DOCUMENTATION. One (1) copy of Micro Focus’ Documentation describing Micro Focus’ recommended use and application of the Software will be furnished free of additional charge to Licensee by Micro Focus with the Software. Additional copies of the Documentation may be available for purchase.

  5. TERM OF LICENSE. This License Agreement and Licensee’s license for the Software is perpetual subject to Section 1.5 above and to earlier termination as provided in this Section 5. Micro Focus may terminate this License Agreement and Licensee’s license to the Software immediately by giving Licensee written notice of termination in the event that either (i) Licensee breaches any term or condition of this License Agreement and Licensee has failed to remedy such breach within ten (10) days of the date of notice from Micro Focus to Licensee of such breach requiring its remedy or (ii) Licensee is wound up other than voluntarily for the purposes of amalgamation or reorganization or has a receiver appointed or enters into liquidation or bankruptcy or analogous process or processes in Licensee’s home country. Termination shall be without prejudice to any other rights or remedies Micro Focus may have. Licensee may at any time terminate this License Agreement voluntarily by giving notice of termination to Micro Focus. In the event of any termination, Licensee will have no right to keep or use the Software or any copy of the Software for any purpose and Licensee shall destroy and erase all copies of such Software in its possession or control, and forward written certification to Micro Focus that all such copies of Software have been destroyed or erased.

  6. MAINTENANCE. Where Licensee purchases maintenance, Licensee’s initial maintenance term will begin upon delivery to Licensee of the Software and terminate one (1) year thereafter unless otherwise specified in the applicable Product Order or earlier if the license is terminated.

  7. LIMITED WARRANTY. Micro Focus warrants for a period of ninety (90) days from initial delivery to Licensee (“Warranty Period”) (i) that the media on which the Software is supplied is free from defects in materials or workmanship under normal use and (ii) that the copy of the Software delivered to Licensee conforms in all material respects to the Documentation. As the sole and exclusive remedy for not meeting part (i) of the warranty, Micro Focus’ sole obligation shall be to repair or replace free of charge any defective media on which the Software is delivered if the defective media is returned to Micro Focus by Licensee during the Warranty Period. As the sole and exclusive remedy for not meeting part (ii) of the warranty, Micro Focus shall repair or replace the Software free of charge or if Micro Focus reasonably determines that such remedy is not economically or technically feasible, Licensee shall be entitled to a full refund of the license fee and any maintenance fee paid by Licensee with respect to that particular Software and Licensee’s license to use such Software will terminate. The warranty set forth in this Section 7 shall not apply if the defect in the Software is the result of either: (a) the Software not being used in accordance with the Documentation, this License Agreement or with the platform(s) for which the Software has been designed and licensed by Micro Focus; (b) the Software having been altered, modified or converted by Licensee or any third party except as may be specified in the Documentation; (c) the malfunctioning of Licensee’s equipment; (d) accident or abuse; (e) service by any unauthorized person; (f) other software used by Licensee which has not been provided by Micro Focus or for which the Software is not designed and licensed for operation; (g) Third Party Software as defined in Section 16 below; or (h) any other cause occurring after initial delivery of the media to Licensee unless caused directly by Micro Focus. Micro Focus shall have no responsibility for any warranty claims made outside of the Warranty Period.

  8. DISCLAIMER OF WARRANTY. The Software cannot be tested in every possible operating environment, therefore Micro Focus does not warrant that the functions contained in the Software will meet Licensee’s requirements, that operation of the Software will be uninterrupted or that the Software is error free. EXCEPT AS SET FORTH HEREIN AND TO THE EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED ON THE PART OF MICRO FOCUS AND ITS THIRD-PARTY SUPPLIERS. Licensee acknowledges that Licensee is responsible for the selection of the Software to achieve Licensee’s intended results and for the installation of, use of, and results obtained from the Software.

  9. LIMITATION OF LIABILITY. ANY LIABILITY OF MICRO FOCUS SHALL BE LIMITED IN THE AGGREGATE TO THE AMOUNTS PAID BY LICENSEE FOR THE SOFTWARE. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. THE LIMITATIONS OF LIABILITY DESCRIBED IN THIS SECTION ALSO APPLY TO ANY THIRD-PARTY SUPPLIER OF MATERIALS SUPPLIED TO LICENSEE. MICRO FOCUS AND ITS THIRD-PARTY SUPPLIER LIMITATIONS OF LIABILITY ARE NOT CUMULATIVE. The Licensee’s remedies in this License Agreement are Licensee’s exclusive remedies. NEITHER MICRO FOCUS NOR ANY OF ITS THIRD-PARTY SUPPLIERS SHALL BE LIABLE FOR ANY INJURY, LOSS OR DAMAGE, WHETHER INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, DATA OR PROGRAMS, AND THE COST OF RECOVERING SUCH DATA OR PROGRAMS, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NEITHER THIS AGREEMENT NOR ANYTHING IN THIS SECTION 9 SHALL PURPORT TO EXCLUDE OR RESTRICT THE LIABILITY OF MICRO FOCUS OR ITS THIRD-PARTY SUPPLIERS TO ANY EXTENT NOT PERMITTED BY LAW.

  10. HIGH-RISK USES. The Software is not fault tolerant nor designed, manufactured or intended for use in hazardous environments requiring fail-safe performance (including, without limitation, the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems) in which failure of the Software could lead directly or indirectly to death, personal injury, or severe physical or environmental damage. Micro Focus and its suppliers specifically disclaim any express or implied warranty of fitness for a particular purpose and shall have no liability for any use of the Software in any high-risk situations.

  11. OWNERSHIP. Micro Focus and where applicable Micro Focus’ third party suppliers have and will retain all ownership rights to the Software, together with any complete or partial copies thereof. Such ownership rights include without limitation all patent rights, copyrights, trademarks, trade secrets, service marks, related goodwill, and confidential and proprietary information relating thereto. This License Agreement does not convey any proprietary interest to Licensee with respect to the Software other than the license specified herein. Where the Software provided under this License Agreement contains or is derived from portions of materials provided by a third-party supplier under license to Micro Focus, Micro Focus has assumed responsibility for the selection of such materials and their use in producing the Software and any such third-party suppliers are intended beneficiaries of this License Agreement. Should Micro Focus agree in writing to permit Licensee, or a Licensee contractor who agrees to be bound by these conditions, to create any modifications, enhancements or other works that either contain complete or partial copies of the Software, incorporate any trade secrets, proprietary information or know-how contained in the Software, or constitute translations, conversions, compilations, or updated or derivative works of Software, then all right, title, and interest in and to such modifications, enhancements or other works shall be the property of Micro Focus and Licensee agrees to assign all rights in and to the same to Micro Focus. Licensee further agrees to cooperate with and fulfill any reasonable request of Micro Focus with respect to preserving Micro Focus proprietary rights in such modifications, enhancements, or other works. Licensee may use such modifications, enhancements or other works in accordance with this License Agreement however Micro Focus’ obligations with respect to the Software shall not apply to such modifications, enhancements or other works including without limitation its obligation to supply Documentation or any warranty and furthermore Micro Focus shall not incur any liability resulting from the performance or otherwise of such modifications, enhancements or other works.

  12. NOTICE TO GOVERNMENT END USERS. Micro Focus’ software is provided to the U.S. Government with RESTRICTED RIGHTS and Documentation is provided with LIMITED RIGHTS. Use, duplication, or disclosure by the Government is subject to the restrictions as set forth in FAR52.227-14 and DFAR252.227-7013 et seq. or the successor as appropriate. Manufacturer is Micro Focus (US) Inc., 9420 Key West Drive, Rockville, MD 20850.

  13. USE OF GENERATED SOURCE CODE. Micro Focus has and will retain all ownership rights to any application source code generated by a template, wizard or similar functionality, supplied as part of the Software (“Generated Source Code”) including without limitation all patent rights, copyrights, trademarks, trade secrets, service marks, related goodwill, and confidential and proprietary information relating thereto. Licensee shall have and retain all ownership rights to Licensee’s implementation of the Generated Source Code, provided that nothing in this Section shall be construed as in any way granting Licensee any right to limit or prevent: (i) Micro Focus from licensing any of its existing or future products or providing any of its existing or future services to third parties or (ii) Micro Focus or any other users of the Software from generating and using identical or similar implementations of Generated Source Code. Micro Focus grants Licensee a perpetual, transferable, non-exclusive, royalty-free right to reproduce and distribute the Generated Source Code in object code form together with any implementation Licensee makes thereto as a part of Licensee’s application created using the Software provided such Licensee application adds significant and primary functionality to the Generated Source Code. For the avoidance of doubt, Generated Source Code does not include Application Server Files.

  14. LICENSE FEES, PAYMENT, AND DELIVERY. Licensee agrees to pay the applicable license fees for the Software within thirty (30) days of the date of invoice or as is specified in the Product Order. End user license fees are non-refundable except as provided in Section 7 above and shall be paid without deduction, including without limitation, of any withholding tax. License fees are exclusive of any applicable transportation charges and value added and other applicable taxes and duties, and all such amounts shall be paid or reimbursed by Licensee. Late payments shall accrue interest at the rate of 1.5% per month compounded or the maximum rate allowed by law in the country determining the governing law of this License Agreement pursuant to Section 18 below. Delivery is FOB Micro Focus US Shipping Point or ExWorks Micro Focus UK Shipping Point. Risk passes to Licensee upon delivery.

  15. RELATED SERVICES. Licensee shall be responsible for obtaining and installing all proper hardware and support software (including operating systems) and for proper installation and implementation of and training concerning the Software. In the event that Licensee retains Micro Focus to perform any services with respect to the Software (for example: installation, implementation, maintenance, consulting and/or training services), Licensee and Micro Focus agree that such services shall be subject to Micro Focus’ then current standard terms, conditions and rates for such services unless otherwise agreed by Micro Focus.

  16. THIRD PARTY SOFTWARE AND COMPONENTS. The Software may contain certain named third party software programs that Licensee shall license directly from the third party subject to such third party’s terms and conditions (for example. Adobe Acrobat or Microsoft Internet Explorer) (“Third Party Software”). All Third Party Software is provided by the licensor of the Third Party Software and solely under such third party’s terms and conditions, and not by Micro Focus therefore the obligations, duties and rights of Micro Focus and Licensee under this License Agreement do not apply to such Third Party Software. Additionally, Micro Focus has embedded certain run time or other elements provided by third party suppliers to Micro Focus (“Third Party Components”). Third Party Components are licensed to Licensee pursuant to this License Agreement. Licensee may only access Third Party Components of the Software in the course of using the Software. Licensee may not make nor attempt any direct access to any such Third Party Components other than with the Software.

  17. PRIVACY. The Software contains features which may allow Licensee to collect data from, control and/or monitor computers running the Software deployed by Licensee without notice to or knowledge by users of the Software. Licensee is solely responsible for, and assumes all liability with respect to, the collection of data with respect to its users of the Software including, without limitation, notifying such users and complying with all data collection, privacy and other regulations, laws, industry standards and rights of others applicable to any such activity. Licensee shall indemnify and hold Micro Focus harmless from and against any damages, claims, losses, settlements, attorneys' fees, and other expenses related to any such activities or any claims in connection therewith.

  18. MISCELLANEOUS. Micro Focus shall be defined as the Micro Focus legal entity authorized to license the Software in the territory where Licensee acquires the Software. Micro Focus may assign this License Agreement to any member of the Micro Focus group of companies or to a purchaser of the intellectual property rights in the Software but otherwise neither this License Agreement nor any rights hereunder may be assigned nor duties delegated by either party, and any attempt to do so will be void. If Licensee acquires the Software in North America, the laws of the state of Delaware govern this License Agreement. If Licensee acquires the Software in France, Germany or Japan, this License Agreement is governed by the laws of the country in which Licensee acquired the Software. In the rest of the world, the laws of England govern this License Agreement. The aforesaid applicable law shall apply without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. This License Agreement shall be subject to the exclusive jurisdiction of the courts of the country determining the applicable law as aforesaid. This License Agreement is in addition expressly made subject to any United States, United Kingdom or European Union laws, regulations and other restrictions regarding export or re-export of computer software and technology. Licensee agrees not to export or re-export any Software or derivative thereof in contradiction to any such applicable restriction. Except for the Product Order, this License Agreement is the complete and exclusive statement of agreement between the parties relating to the license for the Software and supersedes all proposals, communications, purchase orders, and prior agreements, verbal or written, between the parties. No employee, agent, or representative of Micro Focus has the authority to bind Micro Focus to any oral representation or warranty concerning the Software. No representation or statement not expressly contained in this License Agreement nor any supplement, modification, or amendment of this License Agreement will be binding on either party unless executed in writing by a duly authorized representative of each party to this License Agreement.

SPECIFIC SOFTWARE TERMS

The following terms and conditions apply to the applicable Micro Focus Software products named below and supersede any conflicting terms and conditions set forth elsewhere in this License Agreement:

APPLICATION SERVER FOR OBJECT COBOL DEVELOPER SUITE, NET EXPRESS AND SERVER EXPRESS. Where Application Server for Object COBOL Developer Suite, Net Express or Server Express is the Software, Licensee may use the Software either (i) for internal development purposes or (ii) to reproduce and distribute internally the Application Server files in conjunction with and as a part of Licensee’s own application software product created using the Software (“Licensee Application Software”). The foregoing is subject to Licensee (a) including Micro Focus’ copyright notice for the Software on the product label and as a part of the sign-on message for such Licensee Application Software product; and (b) indemnifying, holding harmless and defending Micro Focus and its third-party suppliers from and against any claims or lawsuits, including attorneys’ fees, that arise out of, or result from, the use or distribution of such Licensee Application Software. Licensee can only reproduce and distribute Licensee Application Software to third parties after entering into a separate distribution license with Micro Focus. Usage and distribution of Application Server arises both by the explicit distribution of Application Server or Application Server Files and by the implicit distribution and usage of this functionality when linked into an application. The grant of license for Application Server shall not permit Licensee to either use or reproduce and distribute any Application Server files supplied as part of the Software in order to create a compiler, interpreter, or runtime support product. Micro Focus offers specific production licensing options for distribution to third parties which vary depending upon the license fees paid by Licensee and Licensee should contact its Micro Focus sales representative for more details.

COMPONENT GENERATOR. Where Component Generator is the Software, Component Generator includes a copy of the Micro Focus Revolve software product (“Revolve”) for which Micro Focus grants Licensee a personal, non-exclusive, non-transferable license to use Revolve only in conjunction with Licensee’s use of Component Generator. Licensee may NOT use the copy of Revolve included with the Software as a standalone product or for any purpose other than in conjunction with Licensee’s use of Component Generator. In order to use the components created using Component Generator, Licensee must pay a license fee for each separate CICS partition that runs the components. Upon payment of such license fee, Micro Focus grants Licensee a personal, non-exclusive, non-transferable license to use the components on each CICS partition for which Licensee has paid such fees. Use of the components in a CICS partition for which Licensee has not paid such fees is prohibited under this License Agreement.

ENTERPRISE SERVER. Where Enterprise Server for Windows is the Software, the following options replace the options set forth in Clauses 1.1 to 1.4 inclusive:

(i) Authorized User License. Software provided under this option gives Licensee the right to install the Software on unlimited Host Servers for use by the total number of named individuals for whom Licensee has paid the applicable Authorized User License fee. The Software may not be used or accessed by (a) individuals who are not named individuals; or (b) any software or hardware device that does not require a named individual to use or access it. A named individual means an individual identified by Licensee by name. Micro Focus reserves the right at any time to require Licensee to provide a list of the named individual(s). Licensee may change a named individual provided that the change is made either permanently away from the named individual or temporarily to accommodate the use of the Software by a temporary worker while the named individual is absent. Hardware or software that reduces the number of named individuals directly accessing or using the Software does not reduce the number of named individuals for which an Authorized User License is required.

(ii) Unlimited User License. Software provided under this option gives Licensee the right to install the Software on up to the total number of CPUs on the designated single Host Server specified in the Product Order for use by an unlimited number of users. Users may be either individuals or software or hardware devices. Licensee may change the designated Host Server provided that the total number of CPUs in the new Host Server does not exceed the total number of CPUs designated in the Product Order. Licensee may only use the Software on or access the Software from one Host Server at any one time. Licensee may install the Software on a back-up Host Server provided that the Software is only deployed on such back-up Host Server for a temporary period whilst the designated Host Server is inoperable. Hardware or software that reduces the number of CPUs directly accessing or using the Software does not reduce the number of CPUs for which an Unlimited User License is required except as agreed in writing with Micro Focus.

LICENSE SERVER FOR REVOLVE, MAINFRAME EXPRESS AND NET EXPRESS. Where Revolve, Mainframe Express and/or Net Express is the Software, Licensee is licensed to use the Micro Focus License Server to generate request or access codes for Licensee's use upon payment of the appropriate licence fees for each authorized user accessing the Software.

MAINFRAME EXPRESS. Where Mainframe Express is the Software, Mainframe Express may only be used for development purposes. Licensee may not (i) use Mainframe Express for production purposes, nor (ii) use the WinRunner 2000 portion of Mainframe Express to playback tests directly against the user interface of applications executing on a mainframe, nor (iii) utilize or access the Mainframe Access Server, Remote IMS Server, XDB Link Server and XDB Maintain! Workgroup server portions of the Software from any Micro Focus software product licensed separately, unless the Mainframe Access Server, Remote IMS Server or XDB Link Server or XDB Maintain! Workgroup server products have been separately licensed from Micro Focus. The Mainframe Access software included as part of Mainframe Express may be put on the number of Host Servers needed to support the number of authorized end-users of Mainframe Express.

MAINFRAME EXPRESS FOR PL/I. Where Mainframe Express for PL/I is the Software, in addition to the license granted pursuant to Section 1 above, Micro Focus grants Licensee a royalty-free right to reproduce and distribute executable files created using the Software. Furthermore, Micro Focus grants Licensee a non-transferable, royalty-free right to reproduce and distribute the PL/I Run Time System files of the Software, provided that Licensee: (i) distributes the PL/I Run Time System files only in conjunction with and as a part of Licensee’s software product; (ii) does not use Micro Focus' name, logo or trademarks to market Licensee’s software product; (iii) includes Micro Focus’ copyright notice for the Software on Licensee’s product label and as a part of the sign-on message for Licensee’s software product; and (iv) indemnifies, holds harmless, and defends Micro Focus from and against any claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of Licensee’s software product. Such license grant shall not extend to use for the creation of a compiler, interpreter, or run time support product.

NET EXPRESS. Where Net Express is the Software, to obtain rights to distribute file "URL.DLL" supplied as part of the Microsoft Win32 SDK that may be included with the Software, Licensee must print out, sign and return the Microsoft Win32 SDK End User Licensee Software License Agreement (located at \license\win32sdk.txt in the Microsoft Win32 SDK) to Microsoft Corporation, Win32 SDK Program, Building 5-2, One Microsoft Way, Redmond, Washington 98052-6399. URL.DLL may be included as part of a future version of Windows or Windows NT. Upon notification by Microsoft of its inclusion of URL.DLL in Windows or Windows NT, Licensee shall upgrade its application so that it no longer contains URL.DLL, and within a reasonable period after such time, but no later than six (6) months, cease distribution of URL.DLL.

NET EXPRESS UNIVERSITY EDITION. Where Net Express University Edition is the Software:

(i) you agree not to use the Software for any purpose other than for education, training or academic research activities.

(ii) you agree not to use the Software to compile source code for software programs of more than two thousand two hundred (2200) lines of procedural code (exclusive of lines containing comments and/or blanks) in any one (1) software program or to deploy such software program on any other machine.

(iii) you acknowledge that the Program Package is intended for education, training and academic research purposes only and therefore does not include support for UNIX development, PVCS software version control or remote debugging.

OBJECT COBOL DEVELOPER SUITE, NET EXPRESS AND SERVER EXPRESS. Where Object COBOL Developer Suite, Net Express or Server Express is utilised to develop, compile and debug application software before such application software is deployed for use by end users. When such applications are deployed for use by end users then the purchase of Application Server licences is required (for example: application software that is to be used by up to 20 end users will require 20 Named User Application Server licences).

REVOLVE ENTERPRISE EDITION. Where Revolve Enterprise Edition is the Software, Software provided under the Lines of Code (“LOC”) License option requires Licensee to use as part of the Software a hardware usage counter containing a credit for the number of LOC that Licensee wishes to access using the Software (“Usage Counter”). Licensee shall have sole responsibility for installing, configuring, and administering the Usage Counter. Usage Counters allow Licensee to create metering control files in order to track the LOC which have been accessed and paid for. Licensee hereby acknowledges and agrees that unless Licensee can demonstrate to Micro Focus’ satisfaction that the Usage Counter was faulty on delivery to Licensee, Licensee is solely responsible for any lost, damaged, corrupted, destroyed, inaccurate or improperly used metering control files or metering transaction files, and in any such circumstance, may be required to incur or pay an additional license fee on a LOC basis for LOC which may have been already accessed and recorded using the Usage Counter. Each LOC which Licensee has accessed using the Software and which has been properly recorded using the Usage Counter may be re-accessed without the need to incur or pay an additional LOC license fee. However, if Licensee creates an additional LOC by updating a LOC which has already been accessed by the Software, then Licensee will need to incur or pay an additional LOC license fee to access such additional LOC using the Software. Upon exhaustion of prepaid LOC license fees, however, Licensee must again prepay license fees to Micro Focus on a LOC basis at the then current standard end user price, in order to continue to use the Software on LOC which have yet to be accessed by Software and properly recorded using the Usage Counter. Any prepaid LOC license fees Licensee has paid to Micro Focus are non-cancelable and non-refundable.

License Agreement G1.0.05 20 May 2003