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:

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 and price SuiteMigration quotes Customer for a specific migration, whether communicated in a signed document, in writing (including email), or in-app. Customer’s decision to proceed with a quoted migration 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.

2. Scope of Use; No 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 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.

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.

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.

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.

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.

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 will be validated by Customer in a pre-production testing environment prior to any production use.

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. 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.

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 tools, including PostHog and Sentry, 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. 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.

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. 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 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 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. 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, constitutes the entire agreement. In the event of conflict, the Order Form controls.

14.7 Waivers. No waiver is effective unless in writing.