The following terms apply to a Migration if approved by Applied pursuant to the Agreement. All capitalized terms used but not defined herein shall have the meaning given to them elsewhere in the Agreement.
- Historical License. If Licensee’s Former Primary Software is on-premise software (i.e., Applied Software deployed on hardware or equipment that is at a physical location owned or leased by Licensee), the Former Primary Software will be in machine-readable format and may be used for Non-Production purposes thereafter “As Is” without any Support or warranties of any kind, pursuant to the terms of the Agreement. If Licensee’s Former Primary Software was deployed via the Cloud Environment, the Former Primary Software will be provided via the Cloud Environment. In either circumstance, Licensee shall not use the Former Primary Software to process new business or to enter new data.
- Licensee must be current on all fees due under the Agreement, including any applicable fees for the Former Primary Software, before any Migration. Additionally, Licensee shall continue to pay the Support fees specified for the Former Primary Software until Activation of the new Primary Software.
- Virtual Image Data. During the historical access period, Licensee may have the option to purchase a virtual image of the Licensee Data stored in certain versions of Former Primary Software for purposes of continued access. Applied is only responsible for retrieving and making available historical data retained in accordance with its record retention policy, as it may be amended from time to time. Applied does not retain Licensee Data indefinitely and may not possess the entirety of the historical data associated with Licensee’s use of the Former Applied Software. The virtual image data does not contain personal data files (“.psts”) or fax archive(s). For a period of thirty (30) days following Licensee’s receipt of its virtual image data, Applied warrants that the data shall be free from defects in material and workmanship or will be replaced. Licensee may not reproduce or copy the virtual image data, in whole or in part, except for Non-Production use and subject to the same restrictions governing the historical license set forth above. Licensee is expressly prohibited from using any virtual image data for downloading purposes. Once Applied provides Licensee with the virtual image data, Applied has no responsibility to retain that data beyond the period(s) prescribed under its data retention policy, or for any other alleged failure by Applied or by Licensee to retain a copy of the virtual image data. VIRTUAL IMAGE DATA MAY NOT BE AVAILABLE FOR ALL SOFTWARE.
- Relinquishing Prior License and Rights. Licensee acknowledges that, upon requesting a Migration, it is relinquishing and terminating all rights and waiving all claims related to its use of the Former Primary Software except as specified herein. Licensee understands there will be no refund of any fees already paid or owed as a result of any reduction of users or relinquishment of licenses. The consideration given for a Migration is not to be construed as an admission of liability or fault on the part of Applied or Licensee, but is an accommodation provided by Applied.
DATA CONVERSION SERVICES
The following terms apply to Data Conversion Services if purchased by Licensee pursuant to the Agreement. All capitalized terms used but not defined herein shall have the meaning given to them elsewhere in the Agreement.
- Conversion Team & Training. Each party shall appoint a primary point of contact (“Primary Contact”) for any Data Conversion Services. Licensee’s Primary Contact shall be one Employee to manage pre-conversion tasks and maintain consistent communication between Licensee’s staff and Applied. Licensee shall create a dedicated conversion team comprising Employees of Licensee knowledgeable about various aspects of Licensee’s business and operations. Licensee shall obtain training and/or materials related to the Data Conversion Services as set forth in an Attachment. Members of Licensee’s conversion team will complete, at a minimum, those portions of the training specified by the Applied Primary Contact to increase Licensee’s knowledge of the Applied Software and, in turn, to enhance the success of the Data Conversion Services.
- Checklist, Examples & Other Information.
- To determine what pre-conversion preparation of the data to be converted may be necessary, Applied will provide a conversion checklist containing key criteria which drives much of the Data Conversion process, which Licensee will promptly complete and return to Applied. The information required in this checklist may include, but not be limited to, date filter criteria, data codes, statement types, and service charges.
- Upon request, Licensee will provide three print screens and/or three printed ACORD, CSIO, or custom applications for each line of detail requested by Applied. Each such print screen or ACORD, CSIO, or custom application must, at a minimum: (i) be for a current application; (ii) include the policy number; (iii) contain as much information as possible; and (iv) be for one of Licensee’s largest accounts.
- Upon request, Licensee will provide: (i) additional print screens, including those for non-detail items; (ii) applicable reports from Licensee’s current agency management systems, such as book-of-business, policy expiration, and/or claim reports; (iii) remote access to Licensee’s current agency management systems for data validation purposes; and/or (iv) other information or access as reasonably requested.
- Data Format & Links. Licensee will provide data from a third-party software system as specifically requested by Applied for Data Conversion Services that must contain valid data links between all areas of data to be converted. Such links currently exist in the data and should not be manipulated prior to delivery. Such links include Customer, Policy, Attachment, Policy Detail, etc. Attachments must have a valid link from the physical attachment back to a valid data element to be converted. All data including attachments must be in native, unencrypted format in order to be converted.
- Data Standardization. To increase accuracy and consistency of the data to be converted, Licensee shall, prior to conversion, “clean” or standardize the data contained in its current agency management system, including but not limited to customer names, titles, addresses, lienholders v. certificate holders, any duplicate/obsolete records, or any additional data identified by Applied.
- Sample of Conversion. Applied shall provide Licensee between one and three samples of converted data (as necessitated by project complexity) so that Licensee can confirm the accuracy and completeness of the conversion, including but not limited to, confirming that all data the Order or SOW identifies as to be converted has been converted properly. Additional requested samples may incur additional fees at then-current rates. Licensee shall review each such data sample and report all inaccuracies, incompleteness, or other problems to Applied within two weeks after Licensee receives the sample, unless Licensee and Applied have mutually agreed upon a different timeline. Licensee agrees that Applied may rely on this report and that Applied may charge additional fees should it be required to re-perform any portion of the Data Conversion Services because Licensee’s report is inaccurate or incomplete.
- Post-Conversion. Licensee acknowledges and agrees that it will be required to perform data cleanup and re-enter data after the Data Conversion. Applied will provide guidance to Licensee as to how to approach this data cleanup and re-entry. Unless otherwise agreed in writing (e.g. in connection with the license of Software), within sixty (60) days after a Data Conversion, Applied may delete any Licensee Data remaining in its possession.
- Additional Policies and Procedures. Applied may provide or post additional policies or procedures concerning the conversion of data and/or the Data Conversion Services from time-to-time as business needs and technology change. These policies, procedures, and any Documentation concerning the same or the Data Conversion Services, as amended from time-to-time, are incorporated herein by reference. Licensee acknowledges and agrees that failure to follow the data conversion policies and procedures, including but not limited to those set out herein, and any attempt by Licensee to manipulate or convert its data in contravention of the Agreement, the policies, or the procedures, may impact the success of the data conversion and/or cause data corruption, for which Applied shall not be responsible.