SuiteMigration Master Subscription Agreement

This Master Services Agreement (“Agreement”) is entered into by and between SuiteMigration, Inc. (“SuiteMigration”) and the customer identified in the applicable Order Form (“Customer”). This Agreement governs Customer’s one-time or per-use access to SuiteMigration’s software solely as described in an Order Form. The Parties agree as follows:

1.2 “Software” means SuiteMigration’s proprietary software products and features identified in an Order Form, made available on a per-use basis.

1.3 “Order Form” means a document signed by both Parties that incorporates this Agreement and specifies the applicable transaction, access window, features, Fees, and any special terms.

1.4 “Customer Data” means any data provided by or on behalf of Customer that is accessed by, processed through, or otherwise used with the Software.

1.5 “Authorized Users” means Customer’s employees and contractors that Customer authorizes to use the Software.

1.6 “Fees” means the amounts payable by Customer for the per-use access to the Software as set forth in an Order Form.

1.7 “Documentation” means SuiteMigration’s then-current user guides or online help made available for the Software.

1.8 “Partner” means a NetSuite implementation partner or other third-party service provider that purchases or accesses the Software to perform migration or integration services on behalf of its own customer(s).

1.9 “End Customer” means any client or customer of a Partner for whom the Software is used. For clarity, the term “Customer” as used in this Agreement includes both (a) any Partner accessing the Software directly, and (b) any End Customer purchasing or using the Software directly from SuiteMigration. In all cases, SuiteMigration’s obligations are owed solely to the entity identified as “Customer” in the applicable Order Form.

2.2 No Professional Services. SuiteMigration does not provide implementation, migration, consulting, or other professional services under this Agreement. The Software is a self-service tool, with customer support provided by the SuiteMigration team; any services must be set forth in a separate written agreement signed by SuiteMigration.

2.3 Reservation of Rights. SuiteMigration and its licensors retain all right, title, and interest in and to the Software, Documentation, and all related intellectual property. Except as expressly granted, no rights are provided.

3.2 Data Backups; Test Environments. Customer is solely responsible for backing up Customer Data and for testing the Software in non-production environments prior to any production use. Customer acknowledges that migration and mapping decisions are Customer-controlled and must be validated by Customer before go-live.

3.3 Compliance; Acceptable Use. Customer shall comply with all applicable laws and shall not: (a) use the Software in violation of law; (b) attempt to reverse engineer, decompile, or create derivative works of the Software (except to the extent prohibited by law); (c) circumvent technical controls; or (d) use the Software for a third party’s benefit.

3.4 Partner Use. If Customer is a Partner using the Software on behalf of an End Customer, Customer (a) remains solely responsible for all acts and omissions of its End Customer and its users, (b) shall ensure End Customers comply with this Agreement, and (c) agrees that SuiteMigration has no direct obligations or liability to any End Customer.

4.2 Invoices and Taxes. SuiteMigration may invoice applicable taxes as required by law. Customer is responsible for all such taxes and agrees to provide valid exemption documentation if claiming an exemption.

4.3 Payment Timing (Prepayment). Unless otherwise stated in the Order Form, all Fees are due and payable in full prior to activation or issuance of access credentials for the applicable transaction. SuiteMigration has no obligation to enable or continue access until payment is received in cleared funds.

4.4 Non-Refundable. All Fees are non-refundable once access to the Software has been provided, regardless of usage, except as expressly stated in Section 9.1 (Limited Warranty Remedy) or the Order Form.

4.5 Late Payment. Overdue amounts may accrue interest at 1.5% per month (or the maximum allowed by law), and SuiteMigration may suspend access after written notice for non-payment.

5.2 Third-Party Platforms and APIs. The Software may interact with third-party systems, APIs, or services. SuiteMigration does not control and is not responsible for the availability, security, or behavior of third-party systems. Changes to third-party platforms or APIs may impact the Software’s operation.

5.3 Customer Validation; No Reliance. Customer is solely responsible for verifying the accuracy, completeness, and intended use of data before and after any transfer or transformation using the Software, including through pre-production testing and post-transfer validation steps.

6.2 Obligations. The receiving Party will use the disclosing Party’s Confidential Information only to fulfill this Agreement, protect it with at least reasonable care, and limit disclosure to personnel with a need to know.

6.3 Exclusions. Confidential Information does not include information that is public, known without duty of confidentiality, independently developed, or rightfully received from a third party without breach.

6.4 Compelled Disclosure. The receiving Party may disclose Confidential Information as required by law with reasonable prior notice to the disclosing Party where legally permitted.

7.2 Incidents. SuiteMigration will notify Customer without undue delay upon confirming a security incident involving Customer Data within SuiteMigration’s control and will take reasonable steps to mitigate.

8.2 Restrictions. Customer shall not: (a) copy or modify the Software; (b) rent, lease, provide timesharing, or service bureau use of the Software; (c) remove proprietary notices; or (d) access the Software to build a competing product.

9.2 As-Is; Specific Data Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, THE SOFTWARE, DOCUMENTATION, AND ALL OUTPUTS ARE PROVIDED “AS IS.” WITHOUT LIMITING THE FOREGOING: (A)
SUITEMIGRATION DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED; (B) SUITEMIGRATION MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY DATA AFTER TRANSFER OR TRANSFORMATION; (C)
SUITEMIGRATION HAS NO CONTROL OVER CUSTOMER’S SYSTEMS OR THIRD-PARTY SYSTEMS; AND (D) CUSTOMER IS SOLELY RESPONSIBLE FOR BACKUPS, TESTING, AND VALIDATION.

10.2 By Customer. Customer will defend and indemnify SuiteMigration from claims arising out of (a) Customer Data; (b) Customer’s use of the Software in breach of this Agreement; or (c) Customer’s systems, configurations, or third-party services.v10.3 Procedure. The indemnified Party must promptly notify the indemnifying Party, provide reasonable cooperation, and grant control of the defense and settlement (provided the settlement imposes no admission of liability or non-monetary obligations on the indemnified Party without consent)

11.2 AGGREGATE CAP. EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS OR DAMAGES ARISING FROM A PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, EACH PARTY’S TOTAL LIABILITY FOR ALL CLAIMS UNDER OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO SUITEMIGRATION FOR THE SPECIFIC TRANSACTION GIVING RISE TO THE CLAIM.

11.3 DATA LOSS EXCLUSION. WITHOUT LIMITING THE FOREGOING, SUITEMIGRATION WILL HAVE NO LIABILITY FOR ANY LOSS, CORRUPTION, OR ALTERATION OF CUSTOMER DATA, REGARDLESS OF CAUSE, INCLUDING ARISING FROM DEFECTS IN THE SOFTWARE OR SUITEMIGRATION’S NEGLIGENCE. CUSTOMER ACKNOWLEDGES THAT THE FEES REFLECT THIS ALLOCATION OF RISK.

12.2 Term; Termination for Cause. This Agreement commences on the Effective Date and continues until terminated. Either Party may terminate this Agreement for material breach not cured within thirty (30) days of written notice. Order Forms specify their own access windows and end automatically at the conclusion of the stated window.

12.3 Effect of Termination. Upon termination or expiration, Customer’s rights to access the Software cease and all outstanding Fees become immediately due. Each Party will return or destroy the other Party’s Confidential Information upon request, subject to routine backups.

13.2 Assignment. Customer may not assign this Agreement without SuiteMigration’s prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets. SuiteMigration may assign freely.

13.3 Publicity. SuiteMigration may identify Customer as a customer by name and logo unless Customer opts out in writing.

13.4 Export; Anti-Corruption. Customer will comply with applicable export control and anti-corruption laws in connection with its use of the Software.

13.5 Force Majeure. Neither Party is liable for failure to perform due to events beyond its reasonable control.

13.6 Entire Agreement; Order of Precedence. This Agreement, together with Order Forms, constitutes the entire agreement. In the event of conflict, the Order Form controls.

13.7 Amendments; Waivers. Any amendment must be in writing and signed by both Parties. No waiver is effective unless in writing