You are responsible for:

1. authenticating and approving Personnel before they access Dr Migrate;
   
2. the access privileges you grant to your Personnel for Dr Migrate;
   
3. preventing unauthorised access by Personnel; and
4. the acts and omissions of Personnel in connection with their access to and use of Dr Migrate.
   

If you purchase Dr Migrate through a Partner:

1. Dr Migrate pricing is independently set by your Partner; and
   
2. you will be invoiced by, and all payments must be made directly to, your Partner, unless otherwise agreed.
   

We are not responsible for:

1. your Partner’s acts, omissions or other obligations;
   
2. any unauthorized representations or commitments made by your Partner about Dr Migrate;
   
3. products or services that your Partner sells or provides to you that are not provided by us; or
4. any refunds or credits, including for any part of the License Fees.
   

If, at the end of a free Dr Migrate trial or assessment period, Dr Migrate remains deployed in your environment then (regardless of which version of Dr Migrate was deployed in your environment) we may:

1. convert you to a different version of Dr Migrate (including to Dr Migrate Hibernate) and subsequently convert you back to a full functionality version if agreed; or
   
2. continue to grant you access to the existing version of Dr Migrate deployed in your environment,  
   

and you will be charged the License Fee for the applicable version of Dr Migrate.

All License Fees relating to the Minimum Commitment remain payable (and no refund or credit will be given), even if during the Order Period:  

1. you reduce the number of servers that Dr Migrate discovers and/or processes or stop accessing or using Dr Migrate;
   
2. you notify us before the end of the Order Period that you want to terminate your existing license or change to a different license;
   
3. you terminate your Dr Migrate license or remove Dr Migrate from your environment; or
   
4. your Dr Migrate license or these Terms are terminated by us in accordance with these Terms.
   

At the end of the Order Period your existing Dr Migrate license will automatically renew monthly and you will be charged the applicable License Fees until the end of the month in which you:

1. place a Dr Migrate order for a different license or extension of your existing license; or
   
2. terminate your Dr Migrate license in accordance with clause 21.1 and remove Dr Migrate from your environment.
   

You must not (and you must ensure that your Personnel and any other person who you allow to access Dr Migrate on your behalf do not) do, or attempt to do, any of the following without our express permission:

1. allow access to Dr Migrate by anyone other than properly authorised Personnel;
2. sell, distribute, sublicense or transfer any part of your rights to access or use Dr Migrate;
3. access or use Dr Migrate in any way other than as specifically permitted by these Terms;
4. download, modify, adapt, translate, de-compile, disassemble, copy, reproduce, create, reverse engineer or reverse compile Dr Migrate (or any part of it);
   
5. interfere with, disrupt or alter any Dr Migrate functionality;
6. copy, share, distribute, alter, customise, modify or create derivative works of Dr Migrate or not alter, change, remove or obscure any notices or other indications (including copyright notices) as to the ownership of Dr Migrate;
7. circumvent or break any encryption, decryption or other security device or technology measure(s) contained in Dr Migrate or that control access to or use of Dr Migrate;
8. tamper with, hinder the operation of or make unauthorised modifications to Dr Migrate;
9. access or discover the underlying algorithms or data models used to generate the PowerBI dashboard; or
10. use Dr Migrate for any unlawful purpose.

If you are a Partner:

1. Standard Support and Premium Support:     
   (i) will only be provided to you in your capacity as a service provider to your end customers; and     
   (ii) will not be provided to reseller Partners;
   
2. a separate Premium Support package must be purchased for each end customer to whom you will be providing support.
   

Regardless of which version of Dr Migrate was purchased by you, or which level of support applies to you, unless expressly agreed otherwise:

1. only the following will be supported:   
   (i) the current release of that version of Dr Migrate; and   
   (ii) the immediately preceding release of that version of Dr Migrate for 60 days after the release date of the current release; and
   
2. upgrades to, and new versions of, Dr Migrate are not included in the License Fees and will be at your cost.

You are solely responsible (at your own cost) for:

1. providing all equipment, software and internet access necessary to access and use Dr Migrate;
   
2. ensuring that your IT environment (and the IT environment of your users) interfaces with and is compatible with Dr Migrate;
   
3. the security and use of log-in details and access credentials, and all access to and use of Dr Migrate; and
   
4. creating and storing backups of Licensee Data.
   

You must:

1. provide us with all reasonable assistance and cooperation as reasonably requested by us in the provision of Dr Migrate;
   
2. ensure that any information that you provide to us directly or through the Microsoft Azure Marketplace is, and remains, accurate, current and complete;
   
3. immediately report any security violations or misuse of Dr Migrate to us;
   
4. act reasonably and in good faith in exercising any right, remedy, discretion or obligation under these Terms, at law or otherwise; and
   
5. comply with applicable laws, protocols, policies and guidelines issued by us from time to time.
   

You warrant that:

1. you have all necessary rights and consents to use the Licensee Data and to permit us to use the Licensee Data in accordance with these Terms;
   
2. the use of the Licensee Data by us in the manner permitted by these Terms will not breach any laws or the rights of any person;
   
3. the Licensee Data does not contain any personal or sensitive information or any material which is unlawful; and
   
4. you will not, and you will ensure that your Personnel do not, use Dr Migrate to transmit any Malicious Code.
   

Subject to clause 11.1 we are the owner or authorised licensee of all Intellectual Property Rights:

1. currently subsisting in Dr Migrate;
   
2. in any augmentations, modifications, improvements or enhancements to, or derivatives of, Dr Migrate;
   
3. in any materials (including technical specifications, marketing collateral, training materials and business processes) created or developed by us (whether for you, us, your Partner or another party) relating to Dr Migrate,collectively and separately referred to in these Terms as Dr Migrate IP.
   

Each Party will keep confidential, and not use or disclose other than as permitted in these Terms, any Confidential Information of the other Party, except:

1. as required by law, a regulatory authority, or a stock exchange, provided that it gives the other Party written notice prior to disclosure;
   
2. with the prior written consent of the Party who supplied the information;
   
3. if the information comes into the public domain other than due to a breach of these Terms;
   
4. if the recipient Party already knew or had, on a non-confidential basis, the information before receiving it; or
5. if the recipient Party independently developed or acquired the information, without a breach of these Terms or other breach of confidence.
   

The warranty in clause 17.1 will not apply in relation to, and we are not liable for, any defects or issues resulting from or attributable to:

1. any failure to comply with any Dr Migrate documentation or other express instructions;
   
2. a malfunction of your hardware, network or cloud environment;
   
3. programs, data, equipment, systems, software or hardware not licensed or provided by us which are used by you in conjunction with Dr Migrate;
   
4. any act or omission by you, your Personnel, your Partner or any third party in breach of these Terms; or
   
5. a Force Majeure Event.
   

You acknowledge and agree that:

1. any use of, or reliance on, information which is made available to you through Dr Migrate is undertaken entirely at your own risk;
   
2. it is your responsibility to input accurate data (including business objectives and desired outcomes), assess which recommendations suit your circumstances and decide whether and how to implement them;
   
3. Dr Migrate outputs are generated at a point in time based on the data ingested, and the preferences and settings configured by you, at the time of generation and any changes to those inputs will affect the results;
   
4. costs and savings figures generated by Dr Migrate are estimates only and are not guaranteed. Actual results may vary depending on your circumstances, including how any Dr Migrate recommendations are implemented by your and factors (such as currency exchange rates); and
   
5. we do not control the transfer of data over the internet and that access to Dr Migrate may be subject to limitations, delays and other problems inherent in the use of the internet.
   

You will indemnify and (at our option) defend us, our Personnel and our Related Companies, from and against any Loss (including Loss arising in connection with third party claims) suffered, paid or incurred by us arising out of or in connection with:

1. any breach by you or your Personnel of these Terms, except to the extent that such Loss is caused or contributed to by us; or
2. any claim that our use of Licensee Data infringes the rights (including Intellectual Property Rights) of any other person; or
   
3. any claim relating to Loss suffered because of your reliance on any information or results provided through Dr Migrate.
   

Nothing in these Terms limits or excludes the liability of a Party for:

1. personal injury or death, or damage to or loss of real or personal property;
   
2. breach of clause 6; or
   
3. acts of fraud, misrepresentation or wilful misconduct.
   

Where not inconsistent with any other agreement relating to Dr Migrate (including a statement of work, master services agreement, partner agreement, work order or purchase order with us or an agreement you have with your Partner or another party in relation to Dr Migrate), and subject to clause 6.8, you may terminate your Dr Migrate license by:

1. providing us at least 30 days’ notice in writing; and
   
2. removing Dr Migrate from your environment(s).
   

We may terminate these Terms:

1. if you have not paid a correctly rendered and undisputed invoice issued by us, your Partner, or through the Microsoft Azure Marketplace (as applicable) by its due date; or
   
2. immediately if you breach these Terms.
   

Upon the termination of these Terms:

1. your license to access and use Dr Migrate immediately ends;
   
2. we will be entitled to suspend your access to and use of Dr Migrate; and
   
3. you must remove Dr Migrate from your environment(s).
   

The affected Party must:

1. do all reasonable things to avoid, minimise the duration of, and mitigate the consequences of the Force Majeure Event;
   
2. promptly notify the other Party of the occurrence of the Force Majeure Event, providing full details of the Force Majeure Event, an estimate of its likely duration, the impacted obligations and the extent to which performance is likely to be affected, and the steps taken by the affected party under clause 23.2(a); and
   
3. when the Force Majeure Event ends, recommence performance of the affected obligations and promptly notify the other Party.
   

You represent and warrant that you will not:

1. export, re-export or otherwise provide access to or use of Dr Migrate to any party that is listed on any sanctions or designated persons or parties lists or located in (or a national of) a country that is subject to a government embargo or that has been designated as a “terrorist supporting” country; or
   
2. permit any of your Personnel to access or use Dr Migrate in violation of any applicable export control or economic sanctions laws.
   

Unless expressed to the contrary, in these Terms:

1. “business day” means any day on which registered banks are open for business in the location of the party who is to perform the relevant action under the given notice (excluding Saturday, Sundays and public holidays);
   
2. any other reference to a “day” is to a calendar day;
   
3. includes means includes without limitation;
   

4. a reference to:

   1. a person includes a partnership, a joint venture, an unincorporated association, a corporation and a government or statutory body or authority;
   2. a person includes the person’s legal personal representatives, successors, assigns and persons substituted by novation;
   3. these Terms include all schedules and annexures to these Terms; and
5. headings do not affect the interpretation of these Terms.