Terms of Service

These Terms of Service (“Agreement”) are entered into by and between SuiteMigration, Inc. (“SuiteMigration”) and the individual or entity that accepts this Agreement, whether by signing an Order Form or by accepting this Agreement when prompted during account sign-up or sign-in (“Customer”). This Agreement governs Customer’s access to and use of SuiteMigration’s software, whether provided under an Order Form or as a Free Service (as defined in Section 2.4). The Parties agree as follows:

Definitions
Scope of Use; Professional Services
Customer Responsibilities
Fees; Payment; Taxes
Data Transfer; Third-Party Systems; Disclaimers
Confidentiality
Data Protection; Security
Intellectual Property; Restrictions
Limited Warranty; Disclaimers
Indemnification
Limitation of Liability
Suspension; Termination
Dispute Resolution; Binding Arbitration
General

1. Definitions

1.1 “Effective Date” means the date Customer first accepts this Agreement, whether by executing an Order Form or by accepting this Agreement when prompted during account sign-up or sign-in.

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 the scope, valid dates of use and price SuiteMigration quotes Customer for a specific Migration, whether communicated in a signed document, in writing (including email), or in-app. Customer’s signature or decision to promote data to a production NetSuite environment constitutes acceptance of that Order Form.

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 “Statement of Work” or “SOW” means a written description of the scope, deliverables, fees, and timeline for Professional Services (as defined in Section 2.2), executed by both Parties or accepted by Customer in writing, that references this Agreement.

1.9 “Workspace” means the overall account within the Software through which Customer manages its Projects.

1.10 “Project” means a collection of one or more Migrations that Customer creates and organizes together within a Workspace.

1.11 “Migration” means an individual data migration from a single source system (e.g., QuickBooks, Xero, or another accounting or CRM system) that Customer creates within a Project.

1.12 “Migration Start Date” means the date Customer creates a Migration within a Project.

2. Scope of Use; Professional Services

2.1 Grant. Subject to this Agreement, SuiteMigration grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right for Authorized Users to access and use the Software solely for Customer’s internal business purposes for as long as Customer’s account remains active.

2.2 Professional Services. SuiteMigration does not provide implementation, migration, consulting, or other professional services except as expressly set forth in a fully executed Statement of Work or Order Form signed by SuiteMigration referencing this Agreement (“Professional Services”). The Software remains a self-service tool; general customer support — answering Customer’s questions about the Software and investigating suspected issues in it — is provided by the SuiteMigration team at no additional charge and does not constitute Professional Services. General customer support is not a service level commitment. Any assistance beyond it, including SuiteMigration performing steps that are Customer’s responsibility under Section 3 (“hands-on assistance”), is provided at SuiteMigration’s discretion, may be modified or withdrawn at any time, and likewise does not constitute Professional Services.

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.

2.4 Free Services. SuiteMigration may make certain features available without an Order Form or the payment of Fees, such as the free Migration Readiness Audit (“Free Services”). SuiteMigration grants Customer a limited, non-exclusive, non-transferable right to access and use Free Services solely for Customer’s internal evaluation purposes. The limited warranty and remedy in Section 9.1 do not apply to Free Services, which are provided “AS IS” as described in Section 9.2. SuiteMigration may modify, limit, suspend, or discontinue Free Services at any time without liability. All other terms of this Agreement apply to Customer’s access to and use of Free Services.

2.5 Professional Services Terms. Where Customer purchases Professional Services, the following apply in addition to the rest of this Agreement: (a) SuiteMigration will perform Professional Services in a professional and workmanlike manner consistent with generally accepted industry standards; (b) scope, deliverables, fees, and timeline are set forth in the applicable Statement of Work or Order Form, which controls over this Agreement solely as to Professional Services in the event of conflict; (c) the limited warranty in Section 9.1 applies only to the Software and does not extend to Professional Services, which are instead subject to the warranty in clause (a); (d) Customer’s exclusive remedy for breach of that warranty is re-performance of the non-conforming services; and (e) all other terms of this Agreement, including Sections 10 (Indemnification) and 11 (Limitation of Liability), apply to Professional Services as they do to the Software.

2.6 Duration of Access. For any Migration that becomes subject to Fees, SuiteMigration may, in its discretion, discontinue Software access associated with that Migration at any time after the earlier of the contract end date described in the Order Form or twelve (12) months following its Migration Start Date, upon thirty (30) days’ prior notice to Customer. Migrations that remain Free Services continue to be governed solely by Section 2.4. Customer may purchase continued access to a Migration beyond the period described in this Section 2.6 pursuant to a separate Order Form.

2.7 Beta Features. SuiteMigration may make features or functionality available on an early-access, beta, preview, or similar basis, identified as such (“Beta Features”). Beta Features are provided “AS IS,” are not covered by the limited warranty in Section 9.1, and may be modified, limited, suspended, or discontinued at any time without liability. All other terms of this Agreement apply to Customer’s access to and use of Beta Features.

3. Customer Responsibilities

3.1 Systems; Access. Customer is responsible for procuring, configuring, and maintaining its systems, networks, third-party accounts (e.g., ERP, accounting, CRM), credentials, and integrations required to use the Software.

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, except where Customer elects to proceed under Section 3.8.

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); or (c) circumvent technical controls.

3.4 Source-System Readiness; Timely Completion. Customer’s ability to use the Software on any expected timeline depends on Customer’s timely completion of its prerequisites, including procuring and configuring access under Section 3.1, implementing any source-system modifications required by platform limitations under Section 5.4 (for example, splitting or adjusting records that cannot be migrated in their current form), and making and correcting the mapping and migration decisions that are Customer’s responsibility under Section 3.2. Customer must complete these steps with sufficient lead time to allow test migrations and reconciliation reports to be completed and reviewed before any target go-live. Any target or scheduled go-live date or timeline — whether set out in an Order Form, SOW, or otherwise agreed — is an estimate that is contingent on Customer’s timely completion of these steps. To the extent a delay is caused by or attributable to Customer or anyone acting on its behalf, including late source-system modifications or mapping corrections: (a) SuiteMigration is not responsible for the delay, and the delay is not a breach of this Agreement or a non-conformity under Section 9.1; and (b) SuiteMigration may adjust or reschedule the affected go-live date or timeline and is not obligated to meet a compressed schedule resulting from the delay. SuiteMigration may specify lead-time requirements in an Order Form, SOW, the Documentation, or by written notice to Customer (including email or in-app).

3.5 Mapping Decisions; Reconciliation Results. Customer is solely responsible for and controls all field and record mapping decisions, including without limitation the mapping of the chart of accounts (for example, ensuring a source account is mapped to a destination account of the correct type) and the mapping of classes, departments, tax codes, and similar attributes. Where Customer’s mapping decisions are incorrect or do not reflect Customer’s intent, the Software’s reconciliation reports and other outputs may surface resulting discrepancies; any such discrepancy is the result of Customer’s mapping decisions and is not a defect in or non-conformity of the Software under Section 9.1. Customer acknowledges that the Software cannot determine whether a given mapping reflects Customer’s intended treatment, and that the absence of a flagged discrepancy is not a representation or warranty that a mapping is correct. Customer remains responsible for validating its mapping decisions as provided in Section 3.2 and Section 5.

3.6 Pre-Production Validation. SuiteMigration’s ability to identify, reproduce, and help resolve issues before go-live, and the limited warranty and remedy in Section 9.1, assume that Customer completes a pre-production validation cycle before any production go-live — that is, migrating into a non-production (e.g., sandbox) environment, reviewing the resulting reconciliation reports, and re-validating any corrections, including re-migrating corrected data and mapping, before those corrections are relied upon in production. This cycle is typically iterative and involves multiple migration runs as issues are identified, corrected, and re-validated; a single run is generally not sufficient to confirm data accuracy. Procuring and making available any non-production environment is Customer’s responsibility under Section 3.1.

3.7 Using a Production Instance for Validation. Where Customer does not have a separate non-production environment available, Customer may designate a production instance for the pre-production validation cycle described in Section 3.6, provided that (i) the instance is not yet in live or production use, and (ii) there is sufficient time before go-live to purge the validation data, including by mass-deleting the migrated records, and return the instance to an empty state before it is used in production. Customer is solely responsible for confirming that the instance is not live, for purging the validation data, and for restoring the instance to an empty state, and SuiteMigration is not responsible for any data remaining in, or the resulting state of, a production instance used for validation. Tools that SuiteMigration provides to assist with purging validation data are subject to Section 3.9.

3.8 Proceeding Without Pre-Production Validation. Customer may elect to proceed to a production migration without completing the cycle described in Section 3.6, or to make corrections directly in production without first re-validating them in a non-production environment. Where Customer does so, or instructs SuiteMigration to do so: (a) Customer does so at its own risk and acknowledges that SuiteMigration may be unable to identify, reproduce, or correct issues that a pre-production cycle would have surfaced; (b) any resulting issue, and any data or mapping requiring correction in production, is not a non-conformity under Section 9.1; (c) SuiteMigration has no obligation to remediate issues discovered in production after go-live, and any remediation SuiteMigration elects to perform is in its discretion and may be provided as Professional Services subject to additional Fees under Section 4; and (d) Customer is responsible for and accepts the results of any migration or correction performed in production without pre-production validation. This Section applies regardless of whether the election is made by Customer or by anyone acting on its behalf.

3.9 Deletion and Reset Tools. Any script, tool, or utility that SuiteMigration provides to assist with deleting data or resetting an environment (for example, a NetSuite deletion script) is provided “AS IS” for Customer’s convenience, is not part of the Software or SuiteMigration’s services, and is used at Customer’s sole risk. This applies to any environment, whether production or non-production. Customer is responsible for reviewing and testing any such tool before use, for confirming the environment and the scope of records against which it is run, and for any data deleted. The limited warranty and remedy in Section 9.1 do not apply to such tools.

3.10 Reconciliation; Customer Changes. The reconciliation reports compare Customer’s source and destination systems, and reconcile only where the data in each continues to reflect what the migration produced. Where Customer’s own additions, edits, or deletions made outside the migration and reconciliation process cause those reports to differ or fail to reconcile, that result is attributable to Customer and is not a non-conformity under Section 9.1, and SuiteMigration is not obligated to investigate it as an issue in the Software. SuiteMigration has no obligation to undertake any additional migration runs or re-migration to re-establish reconciliation in those circumstances. If SuiteMigration offers to perform that work, the terms will be agreed with Customer at that time.

4. Fees; Payment; Taxes

4.1 Fees. Customer shall pay the Fees specified in each Order Form. All Fees are exclusive of taxes, duties, and governmental charges (other than taxes on SuiteMigration’s net income).

4.2 Invoicing; Payment Terms. SuiteMigration will invoice Customer for Fees, which are due within thirty (30) days of the invoice date unless otherwise stated in the Order Form. Customer is responsible for all applicable taxes and agrees to provide valid exemption documentation if claiming an exemption.

4.3 Non-Refundable. Fees are non-refundable once paid, except as expressly stated in Section 9.1 (Limited Warranty Remedy) or the Order Form.

4.4 Late Payment. Amounts not paid when due will accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is lower, until paid.

5. Data Transfer; Third-Party Systems; Disclaimers

5.1 Role of Software. Customer acknowledges that the Software facilitates the movement and transformation of data between systems selected and controlled by Customer. The Software does not independently validate the accuracy or complete mapping of Customer Data; configuration and field mappings must be validated by Customer in a pre-production testing environment prior to any production use, except where Customer elects to proceed under Section 3.8.

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.

5.4 Platform Limitations. Source and destination systems have inherent capacity, format, and functional limitations (for example, limits on transaction size, line count, or field length) that may prevent certain Customer Data from being migrated without modification. SuiteMigration’s Migration Readiness Audit is intended to help identify such limitations and surface them to Customer, but does not identify every possible limitation — new limitations may be discovered at any time, including after an audit has been completed or a migration has begun. Where a limitation requires Customer to modify data in the source system, Customer is responsible for implementing that modification. SuiteMigration is not responsible for limitations inherent to a source or destination system, for data that cannot be migrated as a result, or for any limitation not identified by the Migration Readiness Audit or otherwise. Data that cannot be migrated, or that requires source-system modification, as a result of such limitations is not a non-conformity under Section 9.1.

6. Confidentiality

6.1 Definition. “Confidential Information” means non-public information disclosed by a Party that is designated as confidential or should reasonably be understood to be confidential.

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.

6.5 Survival. These confidentiality obligations survive termination of this Agreement for two (2) years, except that obligations with respect to (a) trade secrets and (b) Customer Data survive indefinitely.

7. Data Protection; Security

7.1 Security. SuiteMigration will implement commercially reasonable administrative, physical, and technical safeguards appropriate to the nature of Customer Data processed by the Software.

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.

7.3 No Data Mining; No AI Training. SuiteMigration will not use, sell, rent, license, or otherwise exploit Customer Data for any purpose other than providing the Software to Customer as directed by Customer, and will not use Customer Data to train, fine-tune, or otherwise improve any artificial intelligence or machine learning model, whether operated by SuiteMigration or a third party.

7.4 Data Location. Customer Data is stored in the United States, including on Amazon Web Services (AWS) infrastructure. See SuiteMigration’s Sub-processors page for the full list of service providers that process Customer Data.

7.5 Session Recording. SuiteMigration may use third-party tools to record and analyze Authorized Users’ session activity within the Software — including clicks, navigation, and interactions — to diagnose issues, provide support, and improve the Software. See our Sub-processors page for an up-to-date list of these tools. The system is designed to mask sensitive text inputs in these recordings. By using the Software, Customer consents to this recording on behalf of its Authorized Users and is responsible for informing its Authorized Users of this practice.

7.6 Data Deletion. When SuiteMigration discontinues access to a Migration under Section 2.6, or when Customer deletes a Migration, SuiteMigration will delete the Customer Data associated with that Migration. Customer may also delete its Customer Data at any time through the Software, including by deleting a Connection, which deletes the credentials stored with it. Where a Migration has not become subject to Fees and no Order Form has been signed for it, SuiteMigration may delete the Customer Data associated with that Migration at any time after twelve (12) months following its Migration Start Date. SuiteMigration may also remove a Workspace, Project, or Connection that contains no Migrations. Deleted Customer Data may persist for a limited period in backups, logs, or similar records, consistent with SuiteMigration’s data retention practices and applicable law, before being fully purged.

8. Intellectual Property; Restrictions

8.1 Ownership. Customer retains all rights to Customer Data. SuiteMigration retains all rights to the Software, Documentation, derivatives, and feedback. No rights are granted except as expressly stated.

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. Limited Warranty; Disclaimers

9.1 Limited Warranty. Subject to the Customer responsibilities, exclusions, and limitations set forth in Sections 3.4 through 3.8 and Sections 5.3 and 5.4, for each Migration performed under an Order Form, the Software will substantially conform to the then-current Documentation. Customer’s exclusive remedy for breach of this warranty is for SuiteMigration to use commercially reasonable efforts to correct a reproducible material non-conformity, or if unable to do so, to refund the Fees paid for the affected transaction.

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 BEFORE OR 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. Indemnification

10.1 By SuiteMigration. SuiteMigration will defend Customer against any third-party claim alleging that the Software, as provided by SuiteMigration and used by Customer in accordance with the Documentation, infringes a U.S. patent, copyright, or trademark, and will pay amounts finally awarded or agreed in settlement. If such a claim arises, SuiteMigration may (a) procure the right for Customer to continue using the Software, (b) modify the Software to be non-infringing, or (c) terminate the affected access and refund Fees paid for the impacted transaction.

10.2 By Customer. Customer will defend and indemnify SuiteMigration from third-party 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 — except to the extent such claims arise from SuiteMigration’s breach of this Agreement or gross negligence.

10.3 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. Limitation of Liability

11.1 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

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. ANY LOSS, CORRUPTION, OR ALTERATION OF CUSTOMER DATA IS SUBJECT TO THE AGGREGATE CAP IN SECTION 11.2, INCLUDING WHERE ARISING FROM DEFECTS IN THE SOFTWARE OR SUITEMIGRATION’S NEGLIGENCE.

12. Suspension; Termination

12.1 Suspension. SuiteMigration may suspend access immediately for (a) security risks or (b) to comply with law. For non-payment or a suspected violation of this Agreement, SuiteMigration will provide written notice and a reasonable opportunity to cure before suspending access.

12.2 Term; Termination for Cause. This Agreement commences on the Effective Date and continues until terminated per Section 12, or access is removed per Section 2.6 or the Order Form contract end dates. Either Party may terminate this Agreement for material breach not cured within thirty (30) days of written notice.

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. Dispute Resolution; Binding Arbitration

13.1 Informal Resolution. Before initiating arbitration, the Parties agree to attempt to resolve any dispute informally. The Party raising the dispute must notify the other in writing, and the Parties will have thirty (30) days to attempt good-faith resolution before proceeding to arbitration.

13.2 Binding Arbitration. If informal resolution fails, any dispute, claim, or controversy arising out of or relating to this Agreement or the Software will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures (for claims under $250,000) or its Comprehensive Arbitration Rules and Procedures (for claims of $250,000 or more), rather than in court. If JAMS is unavailable or unwilling to administer the arbitration, it will instead be administered by the American Arbitration Association (“AAA”) under its comparable rules then in effect. The arbitration will be conducted in Nevada. The arbitrator’s decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

13.3 Class Action Waiver. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate more than one person’s or entity’s claims and may not preside over any form of class or representative proceeding.

13.4 Jury Trial Waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE.

13.5 Exceptions. Nothing in this section prevents either Party from (a) seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights, or (b) bringing an individual claim in small claims court for disputes that qualify for that court’s jurisdiction.

14. General

14.1 Governing Law. This Agreement is governed by the laws of the State of Nevada excluding conflicts of law. Nevada law applies to any proceedings to enforce an arbitration award or to seek injunctive relief under Section 13.5 (Exceptions).

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

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

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

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

14.6 Entire Agreement; Order of Precedence. This Agreement, together with Order Forms and any Statements of Work, constitutes the entire agreement. In the event of conflict, the Order Form or Statement of Work controls as to the subject matter it addresses.

14.7 Waivers. No waiver is effective unless in writing.

14.8 Amendments. SuiteMigration may update this Agreement from time to time by posting the revised version on its website. Customer’s continued use of the Software following any such update constitutes acceptance of the revised Agreement.

14.9 Notices. Notices to Customer under this Agreement will be sent by email to the Administrators listed on Customer’s Workspace and are deemed given when sent. Notices to SuiteMigration must be sent to support@suitemigration.com.

14.10 Non-Solicitation. During the term of this Agreement and for twelve (12) months thereafter, neither Party will directly solicit for employment any employee of the other Party who was directly involved in performing or receiving Professional Services under this Agreement, provided that general solicitations not specifically targeted at such employees (e.g., public job postings) will not violate this Section.

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