Terms of Service

1. Agreement

These terms form an agreement between you (or the organization you represent) and [legal entity name] ("Cutover"). By using the website or platform, you agree to them. If you sign a separate order form or master agreement with us, that agreement takes priority where they conflict.

2. The service

Cutover analyzes applications, data and infrastructure that you make available, and produces migration plans, target designs and infrastructure code for your review. Analysis is read-only unless you separately approve and apply a plan.

Outputs are recommendations to be reviewed by your team. You are responsible for deciding whether to apply them and for testing them before use in production.

3. Accounts and access

• You must provide accurate information and keep your credentials secure.
• You are responsible for activity under your account.
• You must only grant access to systems and data that you are authorized to share.

4. Your data

You keep all rights to the code, data and other materials you provide ("Customer Data"). You grant us a limited right to process Customer Data to provide the service to you. We do not use Customer Data to train models. Our handling of personal information is described in the Privacy Policy. Where Customer Data includes protected health information, the Business Associate Agreement applies.

5. Acceptable use

You agree not to:

• use the service to access systems you are not authorized to analyze;
• attempt to disrupt, reverse engineer or probe the service beyond what is permitted;
• use the service to violate any law or the rights of others; or
• submit data you have no right to share.

6. Fees

Fees, billing cycles and payment terms are set out in your order form. Demo use of the sample application is free. [Confirm pricing and trial terms.]

7. Confidentiality

Each party will protect the other's confidential information with at least reasonable care and use it only for the purposes of this agreement. These obligations do not apply to information that is public, already known to the recipient, or independently developed.

8. Intellectual property

Cutover retains all rights to the platform, its software and its documentation. You retain rights to Customer Data. Plans and infrastructure code generated for you are yours to use, subject to any third-party components they include.

9. Demo and sample data

The demo uses a fictional sample application and synthetic data. It is provided for evaluation only and is not a commitment to any feature or result.

10. Warranties and disclaimers

The service is provided "as is" and "as available" to the extent permitted by law. Cutover does not guarantee that analysis will find every risk, dependency or compliance issue, or that a migration will succeed without issues. Your team remains responsible for testing, change control and compliance decisions.

11. Limitation of liability

To the extent permitted by law, neither party is liable for indirect or consequential losses. Each party's total liability under these terms is limited to the fees you paid in the twelve months before the claim, unless a separate agreement says otherwise. [Confirm liability caps with counsel.]

12. Termination

Either party may end the agreement under the terms of your order form. On termination, we will delete or return Customer Data as described in the order form and the Privacy Policy.

13. Governing law

These terms are governed by the laws of [state or country]. Disputes will be resolved in the courts of [venue], unless your order form says otherwise.

14. Changes

We may update these terms. We will change the date at the top of this page and, for material changes, notify customers in advance.

15. Contact

Questions about these terms: ebizmatrix@gmail.com.