Migration Manager Customer Pilot Program Addendum

Purpose and Scope

  1. From time to time, You may be invited by Migration Manager (MM) to participate in a Pilot Program. Where you participate in a Pilot Program, the terms and conditions between the Parties comprises:
    1. Migration Manager Subscription Agreement (the MM Terms);
    2. this MM Customer Pilot Program Addendum (the Addendum); and
    3. any Pilot Schedule;

  (together, the Pilot Agreement).

  1. Any terms not defined in this Addendum will have the meaning given to them in the MM Terms. If there is any inconsistency between the documents listed above, the documents listed later will prevail to the extent of the inconsistency.   Your use of the non-Pilot Program Migration Manager products and services remains governed by the MM Terms. 

Acceptance and Authority

  1. Your participation in the Pilot Program begins when an authorised representative of Your organisation accepts a Pilot Schedule and will run for the Pilot Period.
  2. Acceptance may occur by:
    1. Your signature on a Pilot Schedule;
    2. Reply by email confirming your acceptance;
    3. Participation in the Pilot Program.
  3. You represent and warrant that the person accepting the Pilot Schedule on Your behalf has authority to bind Your organisation and to authorise deployment of Pilot Features into Your Customer Environment.

Your Benefits

  1. In consideration of Your participation in a Pilot Program and providing Feedback to MM, MM will provide You with early and priority access to one or more Pilot Features before they are launched to all users, and any other benefits communicated to You by MM from time to time

Acknowledgments

  1. To the maximum extent permitted by applicable Law, You acknowledge and accept that:
    1. Pilot Features are provided for evaluation, testing and feedback purposes and participation is voluntary subject to this Agreement;
    2. Pilot Features may affect all users in Your customer environment and not only the individual who accepts this Addendum or participates in feedback activities;
    3. Pilot features may be deployed into Your live Services and production database, and may affect workflows, user permission, data entry, reporting, integrations, automation, configuration, forms, templates, notifications, system behaviour, user experience and other business processes;
    4. Migration Manager disclaims all warranties, including but not limited to any warranties of merchantability or fitness for a particular purpose, accessibility, reliability, currency, security or accuracy;
    5. Pilot Features are provided ‘as is’ and ‘as available’ without warranty of any kind. They may contain bugs, errors or other defects and may not operate correctly;
    6. Your use of the Pilot Features is entirely at Your own risk. You are responsible for determining whether the Pilot Program is suitable for You. Migration Manager is not liable for any loss or damage arising from Your use of the Pilot Features;
    7. To participate in a Pilot Program, You may be required to update the Services to the most recent version and continue to use this version in the future;
    8. The removal or rollback of Pilot Features during a Pilot Program may not be technically feasible, may require downtime and may require a transition or remediation process;
    9. Once Pilot Features are activated in Your Customer Environment, You may not opt out of, disable, withdraw from, reverse, remove, bypass or require removal of the Pilot Features during the Pilot Program;
    10. Unless expressly stated in a Pilot Schedule, Pilot Features are not subject to the same response times or support commitments as generally available for the Services;
    11. Migration Manager may discontinue or suspend a Pilot Program or a Pilot Feature at any time without notice to You; and
    12. Where You provide Feedback or recommendations on the Pilot Features, You assign all rights, title and interest (including Intellectual Property Rights) in that Feedback. Migration Manager may use Feedback for any purpose without restriction or compensation.

Your Responsibilities

  1. You acknowledge and agree that You:
    1. Contact: will appoint a primary contact for the Pilot Program, and ensure that Your administrators and relevant personnel understand the nature and impact of the Pilot Features;
    2. Feedback: will actively use and evaluate the Pilot Features, participate in feedback activities (as reasonably requested by Migration Manager), and provide timely input and feedback about the Pilot Features (Feedback), and ensure that all Confidential Information or privileged information is removed from Your feedback;
    3. Notification: will notify Migration Manager if You become aware of any circumstances that may make the Pilot Features unsuitable for Your Customer Environment;  
    4. Backup: Be responsible for and complete the backup requirements as set out in this Pilot Agreement.
    5. Co-operation: will reasonably co-operate with Migration during the Pilot Program and follow Migration Manager’s reasonable instructions in relation to backup, restore, rollback, transition, remediation and issue investigation activities.

Backup, Restore and Rollback

  1. You acknowledge and agree that:
    1. Pilot Features may make changes to Your customer environment, including changes to data, database structures, configuration, workflows, reports, integrations, permissions, templates, forms, settings or system behaviour.
    2. Where required, it may be necessary to restore or rollback a Customer Environment from backups.
    3. MM does not guarantee that rollback of Pilot Features will always be technically feasible, and where it is technically feasible, it may require downtime, data correction, configuration changes, restoration from backup, re-entry of data, reprocessing of transactions, or other remediation activities.
  2. Backup, restore and rollback responsibilities depend on whether Your customer environment is a Cloud Environment or a Customer-Hosted Environment as set out below:
    1. Cloud Environment: Where Your Customer Environment is a Cloud Environment, the Parties acknowledge and agree that:
      1. if Your Customer Environment is a Cloud Environment, MM will be responsible for backups of the MM-hosted production database in accordance with the MM Terms, MM’s standard cloud hosting practices and any applicable Pilot Schedule.
      2. Your participation in the Pilot Program does not expand, vary or replace MM’s backup, restore, disaster recovery or business continuity obligations under the MM Terms unless expressly stated in a Pilot Schedule.
      3. restoration from backup may not restore all changes made after the relevant restore point and may result in loss of data, configuration changes, transactions or other activity occurring after that restore point.
      4. MM may determine, acting reasonably, whether backup restoration, rollback, remediation, configuration change, data correction, patching or another technical response is the most appropriate response to an issue affecting a Cloud Environment.
    2. Customer-Hosted Environment: Where Your Customer Environment is a Customer-Hosted Environment, the Parties acknowledge and agree that:
      1. You are solely responsible for performing, verifying, storing, securing and maintaining backups of Your production database, application environment, server environment, configuration and related systems;
      2. Before MM installs, activates or enables Pilot Features in a Customer-Hosted Environment, You must perform and verify a full and restorable backup of Your production database and any other systems or configuration reasonably required to restore Your Customer Environment;
      3. If requested by MM, You must confirm in writing that the backup required under clause 10.b.ii has been completed and verified before MM proceeds with installation, activation or enablement of Pilot Features, and MM may decline, delay or suspend installation, activation or enablement of Pilot Features in a Customer-Hosted Environment until You confirm that appropriate backups have been completed.
      4. You are responsible for determining backup frequency, backup scope, retention, storage, security, restore testing, disaster recovery arrangements and rollback procedures for a Customer-Hosted Environment.
      5. You acknowledge that failure to perform and verify appropriate backups before participation in a Pilot may limit or prevent restoration, rollback or remediation.
      6. To the maximum extent permitted by law, MM is not responsible for loss, corruption, unavailability or inability to restore data in a Customer-Hosted Environment to the extent caused by Your failure to perform, verify, maintain or restore appropriate backups.

Termination of Participation

  1. To the extent permitted by applicable law, You may not terminate Your participation in a Pilot Program for convenience during the Pilot Period except where:
    1. the Pilot Schedule expressly allows early termination; or
    2. Migration Manager agrees otherwise in writing.
  2. To the extent permitted by law, You acknowledge and agree that termination of this Pilot Agreement or the relevant Pilot Program for convenience does not require Migration Manager to immediately remove Pilot Features from Your Customer Environment where immediate removal is not technically feasible, would create operational risk, would affect data integrity, or would affect other Users or customers
  3. Termination of this Addendum does not terminate Your MM Services, which will continue under the MM Terms.
  4. Termination or expiry of this Addendum does not affect rights or obligations accrued before termination or expiry.

Publicity

  1. Unless otherwise agreed by the Parties, neither party may use the other party’s name, logo, trade marks or participation in the Pilot Program in any public announcement, marketing material, case study, press release or customer reference without the other party’s prior written consent

Relationship of the Parties

  1. Nothing in this Addendum will create or imply an agency, employment, partnership or joint venture relationship between You and Us.

No Waiver

  1. The waiver by either Party of a breach or default in any terms in this Addendum will not be a waiver of any other breach of the same or other provisions; nor will any delay or omission on the part of either Party to exercise any right that it has or may have, operate as a waiver of any breach or default by the other Party.

Entire Agreement

  1. The Pilot Agreement sets out the entire agreement between the parties relating to Your participation in the Pilot Program. This Addendum supersedes all prior discussions, proposals, representations and understandings relating to the Pilot Program, except to the extent incorporated into a Pilot Schedule.

Changes to this Agreement

  1. Migration Manager may vary the terms of this Addendum from time to time by providing reasonable notice to You. Your continued participation in the Pilot Program after the effective date of an amendment will constitute acceptance of that amendment.

Definitions

  1. The following Definitions apply to this Addendum:
    1. Cloud Environment means a Customer Environment where MM hosts or manages the MM production database as part of Your MM cloud subscription.
    2. Customer Data means data, content, records, information, files, personal information, configuration information and other materials entered into, uploaded to, stored in, generated by or processed through Your MM environment.
    3. Customer Environment means the technology based environment within which You consume the Services.
    4. Customer-Hosted Environment means a Customer Environment where You, Your related body corporate, Your hosting provider, Your IT provider or another third party engaged by You hosts, manages or controls the MM production database or related infrastructure.
    5. Pilot Feature means a new or updated feature or functionality provided by Migration Manager within or in connection with the Services as specified by Migration Manager in a Pilot Schedule.
    6. Pilot Period means the term for which a Pilot Program will run as provided to You by Migration Manager.
    7. Pilot Program means a pilot offered by Migration Manager where it invites selected existing clients to access a pre-release, beta, pilot or preview of a Beta Testing Feature for the purposes of testing, preview, and/or gathering feedback.
    8. Pilot Schedule means a written email, schedule or invitation from MM to You, inviting You to participate in a Pilot Program and which may describe the details of a specific Beta Testing Feature and any further information or conditions of Your participation in the particular Pilot Program.