Micro Focus Terms & Conditions

The following additional Reseller Terms and Conditions for Micro Focus Products purchases (“Terms”) of APTEC Saudi Arabia or its applicable affiliate (“Ingram Micro” or “Distributor”) apply to the reseller customer’s (“You” or “Your”) purchase of Micro Focus Limited’s or its applicable affiliate (“Vendor” or “Micro Focus”) products (“Products”) and to the use of such Products by You and Your customers. For the sake of clarity, these Terms are in addition to any terms and conditions that apply to Your purchases or the Ingram Micro website, including the terms of Ingram Micro’s General Terms and Conditions of Sale or any specific agreement between You and Ingram Micro, as well as any other Ingram Micro’s or Micro Focus’s terms and other policies that are incorporated by reference in these Terms. By using the Ingram Micro website, including ordering or reselling, you acknowledge and agree to these Terms, and you represent that you have the authority to be legally bound by these Terms and to legally bind your company to these Terms. With regard to matters not stipulated in these Terms, the clauses on such matters under Ingram Micro’s General Terms and Conditions of Sale or any specific agreement between You and Ingram Micro shall govern the parties. In the event of a conflict between the terms of these Terms and the terms of Ingram Micro’s General Terms and Conditions of Sale or any specific agreement between You and Ingram Micro, the terms of these Terms shall control.

1. You may not actively market Micro Focus Products for use outside the Territory, either directly or indirectly, without the prior written consent of Micro Focus (as coordinated with Micro Focus and notified to You by Ingram Micro). You may not represent in any way that the authorization granted within the Territory has any validity outside the Territory.
2. You acknowledge and agree that you are purchasing Products for resale use only.
3. You represent and warrant that You are Micro Focus Authorized Reseller in the Territory.
4. You acknowledge and agree that:
   1. Ingram Micro does not manufacture the Products (or where the Products comprise computer software does not publish or license the software) and Ingram Micro only sells the Products with the benefit of the manufacturer’s warranty. The Micro Focus warranty passes through to End Users (For the purposes of these Terms “End User(s)” means a person or other legal entity who has submitted or is likely to submit a formal request to purchase a Product from or through You for its own internal use only; End User does not include an entity that sells or resells licenses to, or rents or leases the Products to other parties in the regular course of business). You may provide more extensive warranty coverage for End Users, as long as neither Ingram Micro nor Micro Focus and their respective affiliates have responsibility for fulfilling the additional obligations. If you provide more extensive warranty coverage, you will identify it as a non-Micro Focus and non-Ingram Micro warranty. You agree and undertake to obtain End Users’ consent to the condition that any End User warranties must be verified by proof of Product acquisition by End User.
   2. Ingram Micro, Micro Focus and their respective affiliates shall not be liable to You for any economic or financial loss or damage (including without limit any loss of profits, loss of revenue, liabilities [including without limit administrative or regulatory fines and penalties] incurred by You to third parties relating to Products delivered or Services rendered by Ingram Micro, or additional expenses incurred or the cost of time spent) or any consequential, indirect, or special loss or damage costs expenses or other claims for consequential compensation whatsoever (including without limit loss of or damage to data or loss of goodwill) incurred or suffered by You and in every case howsoever caused or arising.
5. Pass Through Process. You acknowledge that you have been provided with the relevant supporting materials, such as but not limited to
   (i) End User License Agreements
   (ii) product-specific Additional Licensing Authorizations (ALAs)
   (iii) Support service descriptions and agreements
   (iv) SaaS Terms and Service Descriptions, and
   (v) where applicable, agreed Data Protection Terms. Supporting materials are contained within the Product packaging, with Micro Focus quotes, on indicated web pages or the Micro Focus Distributor Portal, or available upon request. Supporting materials contain Micro Focus´ obligations towards the End User.
6. You acknowledge that the Micro Focus Products are technically complex and require high-quality, individualized pre-sale and post-sale support. This support is necessary to achieve and maintain high End User satisfaction. You agree to:
7. (i) Not mislead the End User with regards to the specifications of the Products;(ii) Report promptly to Ingram Micro or directly to Micro Focus all suspected and actual problems with any Product that You have actual knowledge of;
   (iii) Maintain an End User report for each Product sold/licensed (date of the sale, Product sold/licensed, if applicable). Such report shall be shared with Ingram Micro and / or Micro Focus upon request;
   (iv) Retain all End User reports for four (4) years after the date of sale, and shall use commercially reasonable efforts to assist Ingram Micro and Micro Focus to locate a product for safety reasons, or to discover unauthorized marketing or infringing acts;
   (v) Use commercially reasonable efforts to conduct business in a manner which reflects favorably at all times on Micro Focus’ Products, goodwill and reputation, and avoid deceptive, misleading or unethical practices which are or might be detrimental to Ingram Micro, Micro Focus or its Products;
   (vi) Refrain from (and acknowledge and agree that Ingram Micro refrains from) making any representations, warranties, or guarantees to customers or other third parties with respect to the specifications, features or capabilities of a Product that are inconsistent with Product literature distributed by Micro Focus or with a Micro Focus agreement accompanying the Product. You agree to indemnify and hold Ingram Micro harmless from any loss or damage due to a successful claim by a third party that results from Your breach of this obligation.
8. You agree to take commercially reasonable steps to cooperate in Ingram Micro’s and/or Micro Focus’ efforts to protect the Products from unauthorized copying or use by End Users or any other third party and will notify Ingram Micro and Micro Focus immediately in writing of any unauthorized copying or use of which You become aware and shall cooperate as may be reasonably requested by Micro Focus (and notified to you by Ingram Micro), in any related audit and resolution. You acknowledge that the source code of Micro Focus’ proprietary software represents and embodies trade secrets of Micro Focus and/or its suppliers. The source code and embodied trade secrets are not licensed to You or any End User, and any modification, addition, or deletion is strictly prohibited. You agree not to disassemble or decompile the Products to discover the trade secrets contained in the source code. This Section 7 does not apply to Product components distributed by Micro Focus under an open source license. Information about the open source and third-party software may be found in a file accompanying the Micro Focus Software or the relevant supporting materials.
9. You acknowledge and agree that: (a) Micro Focus reserves the right at any time to make changes to any Products, including without limitation changes which are required (i) for security, or (ii) to facilitate performance in accordance with specifications; (b) Micro Focus further reserves the right to withdraw Micro Focus Products or categories at any time and to add Micro Focus Products or categories available under Product Schedules at any time without notice.
10. Product Availability and Shipping Designations. Ingram Micro will use reasonable efforts to fill Your orders for Micro Focus Products and meet Your request for shipment dates subject to product availability and consistent with Micro Focus production and supply schedules, but Ingram Micro and Micro Focus will not be liable for any damages to You or to any third party for Ingram Micro’s failure to fill any orders or for any delay in delivery or error in filling any orders for any reason whatsoever.
11. Micro Focus may allow You (in Your capacity as authorized resellers of Micro Focus), to use Micro Focus Marks to promote the sale of Products, in accordance with Micro Focus’ then-current trademark usage guide. The Micro Focus Marks, the Programs and processes for securing approval to use them, and Micro Focus’ terms of use are provided to You or posted on the Micro Focus Portal.
12. You agree to take commercial reasonable steps to cooperate in Micro Focus’ efforts to protect the Products from unauthorized copying or use. You agree to promptly report any instances of suspected copyright and/or trademark infringement to Ingram Micro and Micro Focus of which You become aware and to give Micro Focus reasonable assistance in investigating and prosecuting those responsible for the infringing acts.
13. You acknowledge and agree that End User warranties must be verified by proof of Product acquisition by End User.
14. You acknowledge and agree that Ingram Micro does not:
    (i) make any promises or representations, or give any warranties, guarantees or indemnities regarding the Products;
    (ii) provide any warranty in respect of the Products.
15. You acknowledge and agree that in no event shall Ingram Micro or Micro Focus and any of their affiliates be liable or bear any related indemnification obligations arising from: (i) Ingram Micro’s and / or Micro Focus’ compliance with designs, specifications or instructions provided by you; (ii) Ingram Micro’s and / or Micro Focus’ use of technical information or technology provided by you; (iii) modification of the Products by anyone other than Ingram Micro; (iv) use of Products prohibited by Micro Focus’ published specifications or related application notes; or (v) use of Products with products that are not Micro Focus Branded Products, unless the Products are intended for such use by default.
16. If any term or condition of these Terms is determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of the Terms will remain in full force and effect.
17. Indemnification. You agree to defend, indemnify and hold harmless Ingram Micro, Micro Focus, their affiliates, and their respective directors, officers, shareholders, employees, agents, licensors and advisors, from and against any claim, demand, liability, damage, losses, judgments, suit, action, or cause of action, costs and expenses (including, without limitation, reasonable legal fees) arising directly or indirectly out of any breach of these Terms by You or a third party acting on Your behalf.