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Dr Migrate
Licence Agreement
Version 2.0 | Effective 7 February 2023
1.1 The LAB3 Group (being LAB3 Pty Ltd and LAB3 NZ Limited) (us, we) has developed software known as Dr Migrate.
1.2 Dr Migrate enables organisations to determine and understand the complexity, cost and overall parameters for the migration of information technology infrastructure physically located at their premises or in a data centre to an Azure cloud-based solution.
2.1 These Licence Agreement terms (Terms) govern access to and use of Dr Migrate by individuals or organisations who purchase, or otherwise use, Dr Migrate (Licensee, you, your).
2.2 By deploying, accessing, or using Dr Migrate, or requesting us or a third party to do so on your behalf, you accept these Terms as a binding contract (whether on behalf of yourself or a legal entity you represent).
2.3 Where these Terms are accepted on behalf of a legal entity, that legal entity is responsible for:
(a) identifying and authenticating Personnel who are authorised to access and use Dr Migrate;
(b) approving access by such authorised Personnel; and
(c) controlling against unauthorised access by any Personnel.
2.4 If you do not accept and comply with these Terms, you may not access or use Dr Migrate or the PowerBI Dashboard.
3.1 These Terms take effect and bind the Parties from the date Dr Migrate is deployed in your environment.
3.2 These Terms will continue to apply to, and govern your use of, Dr Migrate and the PowerBI Dashboard until the later of:
(a) when Dr Migrate is removed from your environment; or
(b) until these Terms are terminated in accordance with clause 20.
4.1 Subject to payment of all applicable Licence Fees, we hereby grant you a non-transferrable, non-exclusive, royalty-free licence to access and use Dr Migrate for the Permitted Purposes and strictly in accordance with these Terms.
4.2 Where you have had the benefit of a free Dr Migrate trial or assessment period and Dr Migrate remains deployed in your environment after that period has expired then, regardless of which version of Dr Migrate was originally deployed in your environment and unless otherwise agreed, we may either:
(a) convert you to a different version of Dr Migrate (which may have reduced accessibility, functionality and features); or
(b) continue to grant you access to the existing version of Dr Migrate deployed in your environment,
and you will be charged the Licence Fee for the applicable version of Dr Migrate for the Licence Duration.
5.1 You must pay the applicable Licence Fees for Dr Migrate, which will be charged either directly by us or through a third party.
5.2 You will be charged the applicable Licence Fees for so long as Dr Migrate remains deployed in your environment and until all resource instances of Dr Migrate have been deleted from your environment, notwithstanding that you may have paused, stopped or suspended any of the virtual machines in your environment.
6.1 Subject to your compliance with these Terms, and provided that the version of Dr Migrate deployed in your environment has the required functionality, we permit you, on a non-exclusive basis, to:
(a) input de-identified Licensee Data into Dr Migrate;
(b) access and use the PowerBI Dashboard;
(c) use any results displayed on the PowerBI Dashboard, or otherwise produced by Dr Migrate, based on Licensee Data;
(d) utilise Dr Migrate to orchestrate the execution of migrations to a cloud based solution,
(each a Permitted Purpose) during the Licence Duration.
7.1 You must comply with any reasonable directions as notified by us to you from time to time in relation to your access to and use of Dr Migrate and the PowerBI Dashboard.
7.2 You must not (and you must ensure that your Personnel do not) do, or attempt to do, any of the following:
(a) allow access to Dr Migrate or the PowerBI Dashboard by anyone other than properly authorised Personnel;
(b) sell, sub-licence, distribute or transfer any part of your right to access and use Dr Migrate or the PowerBI Dashboard;
(c) use Dr Migrate or the PowerBI Dashboard in any way or for any purpose other than as specifically contemplated by these Terms;
(d) download, modify, adapt, translate, de-compile, disassemble, copy, reproduce, create or reverse engineer or reverse compile Dr Migrate or the PowerBI Dashboard (or any part of them);
(e) circumvent or break any encryption, decryption or other security device or technology measure(s) contained in Dr Migrate or the PowerBI Dashboard or that control access to or use of Dr Migrate or the PowerBI Dashboard;
(f) interfere with or disrupt Dr Migrate or the PowerBI Dashboard;
(g) copy, share, distribute, alter, customise, modify or create derivative works of Dr Migrate or the PowerBI Dashboard;
(h) tamper with, hinder the operation of or make unauthorised modifications to Dr Migrate or the PowerBI Dashboard;
(i) access or discover the underlying algorithms or data models used to generate the PowerBI Dashboard; or
(j) use Dr Migrate or the PowerBI Dashboard for any unlawful purpose.
8.1 We will provide support services for Dr Migrate only where support services have been purchased by you.
8.2 Where you have purchased support services then, regardless of which version or release of Dr Migrate was purchased by you, we will only support:
(a) the current release of that version of Dr Migrate; and
(b) the immediately preceding release of that version of Dr Migrate for 60 days after the release date of the current release,
unless we expressly agree otherwise.
8.3 To the extent permitted by law, all other support and warranties relating to previous releases of Dr Migrate end on the date of a new release.
8.4 Unless expressly agreed otherwise, upgrades and updates to Dr Migrate are not included in the Licence Fee and will be at your cost.
8.5 During the Licence Duration we may, in our absolute discretion, update and/or patch Dr Migrate as we deem necessary, provided that such patches or updates do not adversely affect the environment in which Dr Migrate is deployed.
9.1 You are solely responsible (at your own cost) for:
(a) providing all equipment, software and internet access necessary to access and use Dr Migrate and the PowerBI Dashboard;
(b) ensuring that your IT environment (and the IT environment of your users) interfaces with and is compatible with Dr Migrate and the PowerBI Dashboard;
(c) the security and use of log-in details and access credentials, and all access to and use of Dr Migrate and the PowerBI Dashboard; and
(d) creating and storing backups of Licensee Data.
9.2 You must:
(a) provide us with all reasonable assistance and cooperation as reasonably requested by us from time to time in the provision of Dr Migrate, including (where applicable) by providing access to relevant platforms and systems upon which Dr Migrate is deployed and any Licensee Data;
(b) immediately report any security violations or misuse of Dr Migrate to us;
(c) not alter, change, remove or obscure any notices or other indications (including copyright notices) as to ownership of Dr Migrate;
(d) act reasonably and in good faith in exercising any right, remedy, discretion or obligation under these Terms, at law or otherwise; and
(e) comply at all times with applicable laws, protocols, policies, guidelines and any reasonable directions issued by us from time to time.
9.3 If any delay or failure by us to comply with our obligations under these Terms is caused or contributed to by any failure by you or your Personnel to comply with your obligations under these Terms, then we will not be responsible for the delay or failure.
9.4 We may audit your use of Dr Migrate and the PowerBI Dashboard at any time (subject to us providing you with reasonable notice) and you agree to comply with our audit requests and audit processes.
9.5 We may suspend your access to Dr Migrate and the PowerBI Dashboard at any time if required under law or if we reasonably consider that you are in breach of these Terms.
10.1 We acknowledge that, as between the Parties, all right, title and interest in the Licensee Data is owned by you.
10.2 You hereby grant to us (and our Personnel) a non-exclusive, royalty-free, worldwide licence to access, use, modify and reproduce and perform all acts with respect to the Licensee Data, as required to perform our obligations or as otherwise permitted under these Terms.
10.3 We will not use or disclose any Licensee Data other than in accordance with these Terms.
10.4 You acknowledge that third parties with whom you have an arrangement, such as the party through which you purchased Dr Migrate, may also have access to your Licensee Data and the results of your use of Dr Migrate and that it is the obligation of such parties to handle that information in accordance with their own privacy and security policies.
10.5 You warrant that:
(a) you have all necessary rights and consents to use the Licensee Data in connection with Dr Migrate and to permit us to use the Licensee Data in accordance with these Terms;
(b) the Licensee Data and its use by us in the manner permitted by these Terms will not breach any laws or the rights of any person;
(c) the Licensee Data does not contain any personal or sensitive information, information which could be used to identify any individual or any information or material which is unlawful; and
(d) you will not, and you will ensure that your Personnel do not, use Dr Migrate Express to transmit any Malicious Code.
11.1 You agree that we may:
(a) collect and compile diagnostic, statistical, performance, technical, usage and related information regarding your use of Dr Migrate and the PowerBI Dashboard (Dr Migrate Data); and
(b) use Dr Migrate Data to:
(i) monitor your use of Dr Migrate and the PowerBI Dashboard;
(ii) monitor your compliance with your obligations under these Terms;
(iii) enable discussions with third parties who may be involved in your deployment of Dr Migrate;
(iv) improve Dr Migrate; and
(v) for internal business purposes.
11.2 You also agree that we may use Dr Migrate Data on a de-identified anonymised basis, without cost and at our discretion, to:
(a) publicise, market and sell Dr Migrate; and
(b) supply Dr Migrate and related products and services to our partners and clients,
and for any other purposes permitted by Law.
11.3 As between you and us, all right, title and interest in Dr Migrate Data, and all Intellectual Property Rights in Dr Migrate Data belong to and are retained solely by us.
12.1 You acknowledge that any log-in details and access credentials used to access Dr Migrate and the PowerBI Dashboard are confidential and must ensure that this information is kept secure from unauthorised access, use or modification.
12.2 You are solely responsible for any use (or misuse) of Dr Migrate and the PowerBI Dashboard arising from a failure to keep information secure in accordance with clause 12.1.
13.1 We are the owner or authorised licensee of all Intellectual Property Rights subsisting in Dr Migrate and the PowerBI Dashboard (including in any augmentations, modifications, improvements or enhancements to, or derivatives of, Dr Migrate and the PowerBI Dashboard) and any other materials provided by or on behalf of us to you in connection with these Terms (Dr Migrate IP).
13.2 Nothing in these Terms assigns or transfers ownership of any Dr Migrate IP.
13.3 Intellectual Property Rights in any materials (including any software, documents, results, information, data and business processes) created or developed by us (whether or not for you, us, or a third party) through use of Dr Migrate or the PowerBI Dashboard, and otherwise in the performance of these Terms will, upon their creation, immediately vest in and be exclusively owned by us.
13.4 You assign to us immediately on creation any and all Intellectual Property Rights created or developed by you or on your behalf through your use of Dr Migrate or the PowerBI Dashboard.
14.1 Each Party agrees to keep confidential, and not to use or disclose, other than as permitted in these Terms, any Confidential Information of the other Party, except:
(a) as required by law, a regulatory authority, or a stock exchange, provided that it gives the other Party written notice prior to disclosure;
(b) with the prior written consent of the Party who supplied the information;
(c) if the information is in the public domain or comes into the public domain other than as a result of breach of these Terms;
(d) if the recipient Party already knew or had, on a non-confidential basis, the information before receiving it; or
(e) if the recipient Party independently developed or acquired the information, without a breach of these Terms or other breach of confidence.
14.2 Each Party agrees to take all prudent steps, including maintaining effective information security measures, to protect the Confidential Information of the other Party from unauthorised access, use, copying or disclosure.
14.3 Each Party must only use Confidential Information of the other Party for the purpose for which it was disclosed in connection with these Terms.
15.1 If a Dispute arises, neither Party may not commence any proceedings relating to the Dispute unless it has first complied with this clause 15, except where a Party seeks urgent interlocutory relief.
15.2 A Party claiming a Dispute has arisen must give written notice to the other Party specifying the nature of the Dispute.
15.3 On receipt of that notice, the Parties must use all commercially reasonable endeavours to resolve the Dispute by discussion, consultation, negotiation, mediation or other informal means.
15.4 If the Dispute is not resolved within 15 business days of notice being given pursuant to clause 15.2 (or within such further period agreed in writing by the Parties), the applicable Dispute resolution process below will be followed by the Parties.
15.5 While the relevant Dispute resolution procedure is being followed, both Parties must continue to fulfil their obligations under these Terms.
15.6 If you are incorporated in Australia or New Zealand, the Dispute will be referred to, and finally resolved by, arbitration in Melbourne, Australia in accordance with the Australian Centre for International Commercial Arbitration (ACICA) Expedited Arbitration Rules for the time being in force, which rules are deemed to be incorporated by reference in this clause 15. The number of arbitrators will be one. The language of the arbitration will be English. The award of the arbitrator will be final and binding on the Parties.
15.7 If you are not incorporated in Australia or New Zealand, the Dispute will be referred to, and finally resolved by, arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC Rules) for the time being in force, which rules are deemed to be incorporated by reference in this clause 15. The number of arbitrators will be one. The language of the arbitration will be English. The award of the arbitrator will be final and binding on the Parties.
15.8 THE PARTIES EXPRESSLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL FOR THE PURPOSES OF LITIGATING DISPUTES UNDER THESE TERMS.
15.9 Each Party agrees that any Dispute must be brought in the respective Party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff or similar proceeding (Class Action).
15.10 The Parties expressly waive any ability to maintain any Class Action in any forum in connection with any Dispute. An arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a Party to the arbitration.
15.11 Any claim that all or part of this Class Action waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.
16.1 We warrant that Dr Migrate will substantially conform to any applicable product and service specifications that we provide to you in writing.
16.2 Your sole and exclusive remedy, and our sole liability, under or in connection with a breach of clause 16.1, will be the re-supply of Dr Migrate in accordance with the warranty in clause 16.1, or if this is commercially impracticable, termination of these Terms and a refund of any unused pre-paid Licence Fees for the remaining period in the Licence Duration as at the date of termination.
16.3 TO THE EXTENT PERMITTED BY LAW AND SUBJECT TO ANY NON-EXCLUDABLE TERMS AND ANY EXPRESS WARRANTIES IN THESE TERMS, DR MIGRATE AND THE POWERBI DASHBOARD ARE PROVIDED BY US “AS IS”. TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, REPRESENTATIONS, IMPLIED TERMS AND GUARANTEES NOT EXPRESSLY STATED IN THESE TERMS, INCLUDING ANY WARRANTY OR REPRESENTATION THAT DR MIGRATE OR THE POWERBI DASHBOARD WILL BE FIT FOR ANY PARTICULAR PURPOSE OR WILL BE ERROR-FREE OR UNINTERRUPTED. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE OUTPUTS OF DR MIGRATE OR ANY RESULTS OF USE OF DR MIGRATE.
16.4 IN PARTICULAR, AND WITHOUT LIMITING CLAUSE 16.3, WE DO NOT TAKE ANY RESPONSIBILITY FOR, DO NOT SUPPORT, AND ARE NOT LIABLE IN ANY WAY TO YOU FOR ANY THIRD PARTY SERVICES, PRODUCTS, PLATFORMS OR ADD-INS (THIRD PARTY SERVICES) OR FOR ANY FAILURE OF DR MIGRATE OR THE POWERBI DASHBOARD CAUSED BY SUCH THIRD PARTY SERVICES (INCLUDING ANY CHANGES TO ANY SUCH THIRD PARTY SERVICES).
16.5 We will use commercially reasonable efforts to ensure that Dr Migrate is free of any Malicious Code.
16.6 For the avoidance of doubt, nothing in these Terms is intended to exclude any guarantees which by law cannot be excluded or modified. If we are liable for breach of any guarantee or warranty that cannot be excluded or modified by law, then to the extent permitted by law, our liability for that breach will be limited to (at our discretion) re-supplying Dr Migrate or payment of the cost of having Dr Migrate supplied again in accordance with the respective guarantee.
16.7 You acknowledge and agree that:
(a) any use of, or reliance on, information which is made available to you through Dr Migrate and the PowerBI Dashboard is undertaken entirely at your own risk; and
(b) we do not control the transfer of data over the internet and that access to Dr Migrate and the PowerBI Dashboard may be subject to limitations, delays and other problems inherent in the use of the internet.
17.1 You agree to indemnify, defend and hold harmless us and our Related Bodies Corporate and each of our directors, officers, agents and employees, from and against any Loss (including Loss arising in connection with third party claims) suffered, paid, or incurred by us arising out of or in connection with:
(a) any breach by you or your Personnel of these Terms, except to the extent that such Loss is caused or contributed to by us; or
(b) any claim that our use of Licensee Data infringes the rights (including Intellectual Property Rights) of any other person; or
(c) any claim relating to Loss suffered as a result of your reliance on any information or results provided through Dr Migrate or the PowerBI Dashboard.
18.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE TO YOU, YOUR PERSONNEL OR TO ANY OTHER PARTY FOR ANY CONSEQUENTIAL LOSS ARISING FROM OR RELATING TO DR MIGRATE OR THESE TERMS, WHETHER FORESEEABLE OR UNFORSEEABLE, AND WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRETATATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHER CAUSE OF ACTION.
18.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL OUR MAXIMUM CUMULATIVE LIABILITY TO YOU (INCLUDING YOUR PERSONNEL) ARISING OUT OF OR IN CONNECTION WITH DR MIGRATE OR THESE TERMS EXCEED THE AMOUNTS PAID BY YOU FOR DR MIGRATE IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE LIABILITY AROSE, UP TO A MAXIMUM OF USD$100,000.
18.3 Nothing in these Terms limits or excludes the liability of a Party for:
(a) personal injury or death, or damage to or loss of real or personal property;
(b) a breach of clause 5.1 (Licence Fees); or
(c) acts of fraud, misrepresentation or wilful misconduct.
19.1 IT IS YOUR RESPONSIBILITY TO EXAMINE AND TEST DR MIGRATE AND THE POWERBI DASHBOARD AFTER THEY HAVE BEEN DEPLOYED IN YOUR ENVIRONMENT TO DETERMINE WHETHER THEY ARE ACCEPTABLE TO YOU AND ADEQUATE AND SAFE FOR YOUR NEEDS AND USES.
19.2 YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR YOUR USE OF AND RELIANCE ON DR MIGRATE AND THE POWERBI DASHBOARD.
19.3 YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND THAT THE LICENCE IS CONDITIONED ON YOUR REPRESENTATION TO US THAT YOU HAVE ACCEPTED AND AGREE TO BE BOUND BY THESE TERMS.
20.1 Where not inconsistent with any other agreement relating to Dr Migrate (including a statement of work, master services agreement, partner agreement, work order or purchase order with us or an agreement you have with a third party in relation to Dr Migrate), you may cancel your Dr Migrate licence and terminate these Terms for your convenience at any time by providing us at least 30 days’ notice in writing.
20.2 We may terminate all or part of these Terms and/or suspend your access to and use of Dr Migrate and the PowerBI Dashboard:
(a) if you have not paid a correctly rendered and undisputed invoice issued by us or a third party by its payment due date; or
(b) immediately if you breach these Terms.
21.1 Upon termination or expiry of these Terms:
(a) your licence to access and use Dr Migrate will immediately cease;
(b) we will be entitled to suspend your access to and use of Dr Migrate; and
(c) unless otherwise agreed, you must delete Dr Migrate from your environment.
21.2 You acknowledge where you purchased Dr Migrate for a defined term, that term represents a minimum commitment by you. If you cancel your Dr Migrate purchase during that term, or if these Terms are terminated by us during that term, then:
(a) where you have paid in advance, you will forfeit any Licence Fees paid prior to the date of termination and not be entitled to any refund; or
(b) where you have not paid in advance, you will be liable to pay the Licence Fees that would otherwise have been payable over that defined term.
21.3 Despite any other provision of these Terms, any obligations which are expressed to or, by their nature, survive expiry or termination of these Terms and will continue to the benefit of and be enforceable by us.
22.1 You agree to permit us to associate all relevant Microsoft attributions with ourselves in your systems. This may include enabling ourselves as your DPOR (Digital Partner of Record) and/or enabling us to link or associate our Microsoft Partner ID (through PAL (Partner Admin Link) or CPOR (Claiming Partner of Record)) to your Microsoft licences, products and consumption through subscription(s).
23.1 The following clauses apply if you are a U.S. Government End User.
23.2 Dr Migrate is a “commercial item,” as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995).
23.3 Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire Dr Migrate with only those rights set forth in these Terms.
23.4 Dr Migrate (including the PowerBI Dashboard and Dr Migrate related documentation) is provided to U.S. Government End Users:
(a) only as a commercial end item; and
(b) only pursuant to these Terms.
23.5 With respect to end-users that are of any other government, similar conditions are likewise agreed upon between the Parties, to the effect that you hereby acknowledge that Dr Migrate constitutes a pre-existing commercial product developed at private expense and provided to you only in accordance with these Terms and you have no rights not explicitly granted by us under these Terms.
24.1 You represent and warrant that you will not:
(a) export, re-export or otherwise make available or provide access to or use of Dr Migrate or the PowerBI Dashboard to any party that is:
(i) listed on:
(A) any of the sanctions or designated persons or parties lists administered and enforced by the U.S. Treasury Department’s Office of Foreign Assets Control, the U.S. Commerce Department or the U.S. State Department;
(B) the European Commission’s “Consolidated list of persons, groups and entities subject to EU financial sanctions”;
(C) the United Kingdom HM Treasury’s Office of Financial Sanctions Implementation’s “Consolidated List of Financial Sanctions Targets in the UK”; or
(D) such other applicable list maintained by a relevant government agency; or
(ii) located in (or a national of) a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; or
(b) permit any of your Personnel to access or use Dr Migrate or the PowerBI Dashboard in violation of any applicable export control or economic sanctions Laws.
25.1 Order of precedence: In the case of any conflict or inconsistency between these Terms and the terms of any other agreement between the Parties (including a statement of work, master services agreement, partner agreement, work order or purchase order) then these Terms will take precedence in relation to the subject matter of these Terms.
25.2 Waiver: No waiver of a right or remedy under these Terms is effective unless it is in writing and signed by the Party granting it.
25.3 Rights cumulative: Except as expressly stated otherwise in these Terms, the rights of a Party under these Terms are cumulative and are in addition to any other rights of that Party.
25.4 Consents: Except as expressly stated otherwise in these Terms, a Party may conditionally or unconditionally give or withhold any consent to be given under these Terms and is not obliged to give its reasons for doing so.
25.5 Further steps: Each Party must promptly do whatever the other Party reasonably requires of it to give effect to these Terms and to perform its obligations under it.
25.6 Governing law and jurisdiction: These Terms are governed by and are to be construed in accordance with the laws applicable in the State of Victoria, Australia.
25.7 Assignment: A Party must not assign or deal with any right under these Terms without the prior written consent of the other Party. Any purported dealing in breach of this clause 25.7 is of no effect.
25.8 Relationship of Parties: These Terms are not intended to create a partnership, joint venture or agency relationship between the Parties.
In these Terms:
Confidential Information of a Party means in respect of a Party (the disclosing Party) any information obtained by the other Party from the disclosing Party or any Personnel or Related Body Corporate of the disclosing Party that is by its nature confidential, is designated as confidential by the disclosing Party or that the other Party knows or ought reasonably to know is confidential.
Consequential Loss means any consequential, indirect, special, incidental, reliance or exemplary losses or damages, including:
(a) loss of revenue, profit, anticipated profit, investment, production, use, opportunity, savings, anticipated savings, contracts or goodwill;
(b) costs of procurement of substitute goods, deliverables, services, rights or technology or wasted overheads;
(c) loss, damage or corruption of data or interruption in use or availability of data;
(d) any loss not arising naturally (that is, according to the usual course of things) from the relevant breach, act or omission,
even if a Party had been advised of the possibility of such losses or damages and whether or not such loss may reasonably be supposed to have been in the contemplation of the Parties, at the time they entered into these Terms, as the probable result of the relevant breach, act or omission.
Dispute means any dispute, controversy or claim arising out of, relating to or in connection with these Terms, including any question regarding their existence, validity, termination, breach, enforcement or interpretation.
Intellectual Property Rights means any rights normally covered with this term and includes existing and future copyrights, rights in designs, patents, trademarks all rights in any applications or registrations of those rights whether registered or unregistered (and whether registrable or not) and existing anywhere in the world.
Licence Duration means the period referred to in clause 3.
Licence Fees means the fees payable by you for the provision of Dr Migrate either directly by us or through a third party provider.
Licensee Data means any and all data, materials, content or information entered into, transmitted through, or stored in Dr Migrate by you, or otherwise made available or accessible to us by you in connection with Dr Migrate.
Loss means loss, damage, claim, liability, charge, expense, outgoing or cost (including all legal and other professional costs on a full indemnity basis) of any nature or kind.
Malicious Code means code, files, scripts, agents or programs designed or intended to do harm, such as disabling or impeding the normal operation of, or providing unauthorised access to, networks, systems, software or environments (including viruses, worms, time bombs and Trojan horses).
Parties means us and you and Party means either us or you, as the context requires.
Personnel means, in relation to an entity, that entity’s directors, officers, employees, agents, service providers and contractors and includes directors, officers, employees and agents of that Party’s contractors.
PowerBI Dashboard means that part of Dr Migrate which displays the results produced by Dr Migrate using Licensee Data that is hosted within your environment.
Related Body Corporate has the meaning given in the Corporations Act (Cth) 2001.
U.S. Government End User means any agency or entity of the government of the United States.
Unless expressed to the contrary, in this document:
(a) includes means includes without limitation;
(b) a reference to:
(i) a person includes a partnership, a joint venture, an unincorporated association, a corporation and a government or statutory body or authority;
(ii) a person includes the person’s legal personal representatives, successors, assigns and persons substituted by novation;
(iii) this document includes all schedules and annexures to it; and
(c) headings do not affect the interpretation of this document.