As a consultant or migration department using the Universal Migrator, you agree to be bound by the terms and conditions stated in this document.
You agree to indemnify, defend and hold harmless the developers of the Universal Migrator, its respective officials, directors, employees, members and agents (collectively, the “Indemnitees”), from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities (including, without limitation, reasonable attorney’s fees), suffered directly or indirectly by any of the Indemnitees to the extent of, or arising out of, (i) any breach of any covenant, representation or warranty made in this Agreement, (ii) any failure to perform or fulfill any of its obligations, covenants or agreements set forth in this Agreement, (iii) negligence or intentional misconduct, (iv) any failure to comply with any Applicable Law, (v) any litigation, proceeding or claim by any third party relating in any way to obligations under this Agreement or performance under this Agreement, (vi) any Employee Taxes or Unemployment Insurance, or (vii) any claim alleging that the Products and Services or any part thereof infringe any third party’s U.S. patent, copyright, trademark, trade secret or other intellectual property interest. Your indemnity obligations under this Article shall survive the expiration or termination of this Agreement for ten years.
The Universal Migrator uses advanced methods to transfer data between numerous systems. Due to the ever-changing nature of applications, adjustments must constantly be made to the Universal Migrator in order to keep it in-sync with the latest changes to systems. You agree to thoroughly review, analyze, and test any processes that you utilize the Universal Migrator for. In the event that you discover an incompatibility or issue, you agree to promptly notify us and cease usage until such issue is resolved or corrected.
You agree that all migrations you perform will include a statement or clause prominently indicating that you will resolve any issues discovered in the migration within 30 days of the migration being completed. An "issue" is a problem resulting in your incorrect migration of a customer's data. If a customer is unhappy with data that has been transferred to a destination system but the data is consistent with the source data, then the warranty shall not apply.
You agree that each migration you perform using the Universal Migrator will be completed using a dedicated migration workstation (either physical or a VM) that will only be used for a single, specific client.
In the event that you are using a migration workstation that is not within the customer's own network, you agree to destroy all copies of all data store on the migration workstation after the 30-day warranty period has elapsed.
You agree that after you perform a data migration, you will provide your customer with a SQL Server BAK database backup of the migration database created by the Universal Migrator. You agree that you will provide the final version of this database which contains the exact information used to perform the migration in an unaltered form.
You agree that you have reviewed all applicable laws and policies in your jurisdiction and that you will not use the Universal Migrator in a way that may breach any such law or policy.
You agree that, except by expressed permission by the developers of the Universal Migrator, you will only use the Universal Migrator to complete direct migrations from one source to another. You agree that you will not use the Universal Migrator in conjunction with any other data extraction routines or processes, including ones that you may build yourself.
Unless otherwise stated, a license for the Universal Migrator may be used by one consultant on one migration workstation to migrate one customer from one source system to one destination system within a 3-day period. You may not use one license to facilitate multiple transfers.
In the event that you breach this licensing agreement, you agree that all licenses will immediately be terminated and you will be charged a fee of not less than $10,000USD per breach.