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These terms govern customer use of MigryX, including use of MigryX together with the Databricks platform.
These Terms of Use and End User License Agreement (“Terms”) are between MigryX (“MigryX,” “we”) and the organization that installs, accesses, or orders MigryX (“Customer,” “you”). By using MigryX, clicking to accept, or signing an order, you agree to these Terms. If you accept on behalf of a company, you confirm you have authority to bind that company.
MigryX is software that parses legacy analytics and data-integration code and produces modernized artifacts, including code, notebooks, jobs, and pipelines intended to run on target platforms such as Databricks. MigryX may be provided as a hosted workspace or as software you deploy in your own environment. Optional features, including connections to a model provider, are off unless you turn them on.
Subject to these Terms and any order, MigryX grants Customer a non-exclusive, non-transferable license, for the subscription term, to:
The license covers the number of users, environments, and scope stated in the order. Evaluation access is for evaluating MigryX, not for production use, and ends when the evaluation period ends.
Databricks is a separate platform. Customer must hold its own Databricks agreement and is responsible for workspace configuration, Unity Catalog permissions, compute, and data stored there. MigryX does not sell, resell, or sublicense the Databricks platform.
When Customer connects a Databricks workspace, Customer authorizes MigryX to use the credentials and permissions Customer supplies, solely to perform the conversion, validation, or deployment steps Customer starts. Customer can revoke that access in Databricks at any time. Customer’s data in Databricks remains Customer’s data.
Customer keeps all right, title, and interest in source code, metadata, samples, and other materials Customer submits (“Customer Materials”), and in data in Customer’s Databricks account.
Customer owns the specific generated output MigryX delivers for Customer’s workloads. That output may include short templates or library calls that are part of the MigryX product. Customer receives a perpetual, non-exclusive license to keep and run those embedded portions as part of the generated output in Customer’s environments, including Databricks. That license does not include the MigryX parsers, engine, models, or tooling.
Customer grants MigryX a limited license to process Customer Materials only to provide, secure, and support the service. In a self-hosted deployment, that processing occurs in Customer’s environment unless Customer sends materials to MigryX for support.
Customer will not, and will not allow others to:
Customer is responsible for the legality of Customer Materials, for the credentials it supplies, and for testing generated output before production use. Converted jobs must be reviewed and validated by Customer. MigryX is a tool for that work. It does not replace Customer’s change control.
Support, if any, is described in the order. We may update the hosted workspace and ship new self-hosted releases. We will not materially reduce the core conversion features of a paid subscription during its term without notice and a reasonable way to keep using what you subscribed to.
Fees, term, and payment timing are in the order. These public terms do not set a price. Late amounts may accrue interest at the lower of 1.5% per month or the maximum allowed by law. Fees are non-refundable except where an order says otherwise or the law requires a refund.
Each party will protect the other party’s non-public information with reasonable care and use it only to perform under these Terms. This duty does not cover information that is public through no fault of the receiver, already known without a duty of confidence, independently developed, or rightfully received from someone else. A party may disclose confidential information if the law requires it, after giving notice when legally allowed.
MigryX is provided “as is.” Except for any warranty expressly written in an order, we disclaim all warranties, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that conversion will be uninterrupted, error-free, or that generated output will match source results until Customer completes its own validation.
Neither party is liable for indirect, incidental, special, consequential, or lost-profit damages, or for the cost of substitute services. Each party’s total liability arising out of these Terms is limited to the fees Customer paid to MigryX for the software in the twelve months before the claim. These limits do not apply to a party’s fraud, willful misconduct, or infringement of the other party’s intellectual property, or where the law does not allow a limit.
MigryX will defend Customer against a third-party claim that the unmodified MigryX software infringes that party’s patent, copyright, or trademark, and will pay damages finally awarded, provided Customer gives prompt notice and reasonable cooperation. We may procure a license, replace the software, or terminate the affected subscription and refund prepaid unused fees. We have no obligation for claims caused by Customer Materials, combinations with products we did not supply, or use after we told you to stop.
Customer will defend MigryX against a third-party claim that Customer Materials, or Customer’s use of generated output in production without the validation these Terms require, infringe that party’s rights or violate the law, and will pay damages finally awarded.
These Terms stay in effect while Customer uses MigryX. Either party may terminate for a material breach that is not cured within 30 days after written notice. Customer may stop using an evaluation at any time. On termination, the license to the MigryX software ends. Customer may keep generated output it already received, under section 5. Sections that by their nature should survive, including ownership, confidentiality, disclaimers, liability limits, and governing law, survive.
Customer will not use or export MigryX in violation of U.S. export control or sanctions laws.
These Terms are governed by the laws of the State of Indiana, excluding conflict-of-law rules. The state and federal courts in Indianapolis, Indiana have exclusive jurisdiction, except that either party may seek injunctive relief in any court of competent jurisdiction for misuse of intellectual property or confidential information. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
These Terms, together with an order or signed master agreement, are the entire agreement on this subject. We may update these public Terms by posting a new version on this page. The version in effect on the order date applies to that order for its term. Customer may not assign these Terms without our consent, except to a successor of its business. If a provision is unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver.
MigryX
Indianapolis, Indiana, United States
hello@migryx.com