IBM Classic to VPC Software
Terms of Use

The IBM Classic to VPC Instance Migration Software Terms of Use (hereinafter referred to as the “Terms of Use”) stipulate the terms and conditions of use of the migration software and associated tooling provided by STAR Systems (hereinafter referred to as “Party A”) to the customer (hereinafter referred to as “Party B”) for the purpose of migrating workloads from IBM Classic Infrastructure to IBM Virtual Private Cloud (VPC) environments.

Article 1. Target Software

The software (hereinafter referred to as the “Software”) to which the Terms of Use apply is the IBM Classic to VPC Instance Migration platform, as set forth in the order form or other application documents (hereinafter referred to as “application documents”). The Software encompasses all migration utilities, orchestration agents, data-transfer tools, network reconfiguration modules, and validation scripts provided to Party B by Party A during the subscription period (hereinafter referred to as the “subscription period”). The Software includes upgraded and updated versions provided to Party B by Party A during the subscription period.

Article 2. Grant of License

Party A will grant Party B a license to use the Software (hereinafter referred to as the “License”) during the subscription period, on the condition that Party B pays the applicable usage fee.

The License shall be granted on a non-exclusive and non-transferable basis.

Party B may not sublicense the License to a third party, unless otherwise authorized in writing by Party A.

Article 3. Application and Subscription Period

A use agreement based on the Terms of Use (hereinafter referred to as the “Agreement”) is concluded when Party B submits application documents to Party A upon agreeing to the Terms of Use and other related terms and conditions, and when Party A accepts said application. However, Party A may decline an application from Party B if Party B falls under any of the following circumstances:

Party B has submitted false or inaccurate information at the time of application.
Party B has made a late payment for the Software or any other transaction with Party A in the past.
Party A has determined the application to be otherwise inappropriate.

The subscription period for the Software begins from the commencement date stated in the application documents or from the commencement date separately agreed upon by Party A and Party B. If neither Party A nor Party B objects in writing at least one (1) month prior to the expiration of the subscription period, the Agreement shall be extended for a period separately agreed upon by both parties with the same contents, starting from the day following the expiration date. If no separate extension period is agreed, the Agreement shall be extended for the same duration as the initial agreement period.

In the event of a discrepancy between the Terms of Use and the application documents, the content of the application documents shall take precedence.

Article 4. Scope of Migration Services

The Software supports migration of the following IBM Classic Infrastructure components to IBM VPC, subject to technical compatibility verified at the time of onboarding:

Virtual Server Instances (VSIs) both single-tenant and multi-tenant configurations.
Bare Metal Servers where supported by IBM VPC target specifications.
Block storage volumes, object storage buckets, and file storage mounts.
Classic network constructs including VLANs, Security Groups, and ACLs, translated to VPC equivalents.
Load balancer configurations converted to VPC Application or Network Load Balancers.
DNS records and IP address assignments, subject to the constraints of the target VPC region.

Party A does not guarantee that all workloads will be compatible with IBM VPC. Party B is responsible for conducting pre-migration assessments using the tooling provided and for validating functional compatibility before decommissioning Classic resources.

Migration of licensed third-party software installed on Classic instances remains the sole responsibility of Party B. Party A shall not be liable for licensing violations or incompatibilities arising from the transfer of such software to VPC instances.

Article 5. Point of Contact

Party A will provide Party B with a designated point of contact for inquiries regarding the Software during the subscription period, within the service hours separately specified by Party A, on the condition that Party B pays the usage fee. In the event of any change in service hours, Party A shall notify Party B in advance.

If Party A deems it necessary, such as for migration emergencies or critical system failures, Party A may provide support outside regular service hours, notwithstanding the provisions of the preceding paragraph.

In providing the point of contact, Party A will assist in resolving migration-related issues, but does not guarantee complete resolution. Party A does not guarantee the accuracy, completeness, or usefulness of the information provided, except in cases of willful misconduct or gross negligence on the part of Party A.

Article 6. Free Trial

During the trial period, Party B may use the Software on a trial basis within the scope separately determined by Party A, which may include limited migration capacity (e.g., a capped number of VSI migrations or storage volume transfers).

The trial period shall be the period separately notified to Party B by Party A. If Party B wishes to continue using the Software after the trial period expires, Party B must separately apply for regular use and enter into a full license agreement. Under no other circumstances will Party B be able to use the Software after the trial period expires.

Even during the trial period, Party A may suspend, cancel, or terminate the trial at its own discretion. In such cases, no alternative services or compensation will be provided.

Article 7. Ownership of Rights

All copyrights to the Software and accompanying documentation, and all rights to inventions, ideas, designs, migration algorithms, orchestration frameworks, know-how, or other intellectual property used or implemented in the Software (hereinafter referred to as “intellectual property rights”) shall belong to Party A, except for those belonging to third parties including IBM. The intellectual property rights of the Software shall not be transferred from Party A to Party B by the conclusion of the Agreement or the granting of a license.

IBM Classic Infrastructure, IBM VPC, and associated IBM trademarks and technologies remain the exclusive property of International Business Machines Corporation. Party A’s Software operates in conjunction with IBM services but does not confer any rights in IBM intellectual property upon Party B.

Article 8. Warranty

Party A guarantees that during the subscription period, the operation of the Software will substantially conform to the essential migration specifications set forth in the product description materials.

Except for the warranty set forth in the preceding paragraph, Party A does not provide Party B with any other warranty, including but not limited to the completeness of data migration, fidelity of network configuration translation, performance of migrated instances in the VPC environment, or non-infringement on third-party rights.

If the Software does not substantially conform to the essential specifications or if a defect is identified, Party A will provide Party B with a patch or remediation guidance. The timing of such remediation shall be determined at the discretion of Party A.

Party A shall not be liable for any damages incurred by Party B due to any of the following reasons, provided they are not directly attributable to Party A:

Use of the Software in an environment that deviates from the prescribed operating requirements, including unsupported IBM Classic or VPC configurations.
Modification or alteration of the Software or migration scripts by any person other than Party A.
Changes to IBM Classic Infrastructure or IBM VPC APIs, pricing, or availability that occur after the commencement date.
Data loss or corruption resulting from Party B’s failure to create and verify backups prior to migration.
Network latency, bandwidth limitations, or throttling imposed by IBM or third-party providers during data transfer.
Application downtime resulting from cutover activities that Party B has approved and scheduled.
Performance of emergency or planned maintenance by IBM or third-party cloud providers.
Natural disasters, outbreaks of infectious disease, war, civil unrest, or other force majeure events.
Order by an administrative or judicial body to cease operations.
Failure of Party B’s on-premises or cloud-based equipment.
Suspension or defects in services provided by IBM Cloud or other cloud service providers.
Unauthorized access, cyberattacks, or other security incidents beyond Party A’s reasonable control.

The provisions of this Article stipulate all liability of Party A with respect to the warranty of the Software, and Party B may not make any other claims.

Article 9. Pre-Migration Responsibilities of Party B

Prior to initiating any migration activity using the Software, Party B shall:

Conduct a full inventory of all Classic Infrastructure resources intended for migration and verify their eligibility using the Software’s assessment tooling.
Create and verify complete backups or snapshots of all data, operating system images, and configurations associated with the source Classic instances.
Obtain all necessary IBM Cloud IAM permissions and API keys required to access both the Classic and VPC environments.
Review and accept IBM’s applicable service terms for IBM VPC, including compute, storage, networking, and security services.
Ensure that target VPC quotas (instances, vCPUs, RAM, storage volumes, floating IPs, security groups) are sufficient for the planned migration scope.
Notify all relevant stakeholders, including application owners and end users, of planned migration windows and anticipated downtime.
Validate DNS time-to-live (TTL) values and prepare DNS update procedures for post-cutover reconfiguration.

Party B is solely responsible for the accuracy of the inventory data, backup integrity, and configuration information provided to or consumed by the Software. Party A shall not be liable for migration failures resulting from incomplete or inaccurate source data.

Article 10. Modification or Suspension of the Software

Party A may change or add all or part of the contents of the Software, including migration workflows and supported IBM resource types, without prior notice to Party B. Party A does not guarantee that such changes will maintain all functions and performance of the Software prior to the changes.

Party A may suspend or interrupt all or part of the use of the Software in any of the cases listed below. In such cases, Party A shall endeavor to notify Party B as far in advance as possible:

Periodic or emergency inspection or maintenance of systems related to the provision of the Software.
Outage of computers, communication lines, or cloud infrastructure used to provide the Software.
Changes to IBM Classic or VPC APIs that require Software updates and temporary suspension of migration services.
Force majeure events, including fire, power outage, epidemic, or natural disaster.
Other cases where Party A reasonably determines that suspension is necessary.

Party A may terminate all or part of the provision of the Software without prior notice to Party B. Party A shall not be liable for any loss or damage incurred by Party B as a result of this Article.

Article 11. Prohibited Actions

The following actions are prohibited. If Party B violates any of these prohibitions, Party A reserves the right to halt that action without prior notice to Party B. This provision does not prevent Party A’s right to claim damages.

Sell, transfer, lend, or otherwise dispose of all or part of the Software, related documentation, or contractual status without the prior written consent of Party A.
Use the Software to migrate workloads belonging to entities other than Party B without Party A’s prior written authorization.
Modify or reverse engineer the computer programs, migration scripts, or orchestration logic of the Software.
Circumvent IBM Classic or IBM VPC access controls, IAM policies, or security configurations using the Software.
Use the Software in a manner that violates the IBM Cloud Service Terms, IBM Classic Infrastructure terms, or IBM VPC terms.
Violate the laws and regulations of India or of the country or region where Party B is located at the time of use.
Damage the Software itself, or destroy or interfere with the functionality of the Software’s server or network.
Use the Software to provide migration services to third parties as a commercial service without Party A’s prior written authorization.
Engage in unauthorized access to the Software, distribute computer viruses, or engage in any other activity that interferes with the normal operation of the Software.
Infringe on the intellectual property rights of IBM, Party A, or any third party.
Engage in any other action that Party A deems inappropriate in connection with the use of the Software.

Party A shall determine at its own discretion whether any prohibited action applies, and Party A shall not be obligated to explain the criteria for such determination.

Article 12. Handling of Data

With regard to the migration Software provided on the cloud, Party A may view and use information that Party B submits or that is generated during migration operations (including but not limited to source inventory data, migration job logs, network configuration exports, and validation reports; hereinafter referred to as “migration data”).

Party A may use migration data only for the following purposes:

To provide user support, including updates and maintenance of the Software.
To improve the functionality, quality, and compatibility coverage of the Software, and for development and sales promotion purposes.
To monitor and detect migration failures, data integrity issues, or security anomalies.

Party A shall manage migration data by taking necessary and appropriate safety management measures in accordance with applicable law and Party A’s security policies.

Party B is responsible for ensuring that any customer data residing on source Classic instances is appropriately protected and that applicable data protection laws are complied with before, during, and after migration.

Article 13. Limitation of Liability

The extent of liability of Party A to Party B with respect to the Software or Terms of Use shall be limited to ordinary damage actually incurred by Party B as a direct result of reasons attributable to Party A or Party A’s breach of the Agreement. The amount of damages shall in no event exceed the amount equivalent to the usage fees for the past three (3) months (or the relevant period if less than three months) up to the month prior to the occurrence of said damage.

Party A shall not be liable for damage caused by a reason not attributable to Party A, damage caused by special circumstances whether or not foreseen by Party A, lost profit, lost data (where Party B has failed to maintain adequate backups), business interruption, or indirect damage.

Party A shall not be liable for any costs incurred by Party B in relation to IBM Classic Infrastructure or IBM VPC services, including but not limited to compute, storage, network transfer, or support charges, whether incurred before, during, or after migration.

Article 14. Measures Upon Termination of Agreement

Upon termination of the Agreement, Party B must immediately cease all use of the Software and, within seven (7) days after termination, return the Software and any copies to Party A at Party B’s expense, or destroy or delete all copies in accordance with Party A’s instructions.

If Party B destroys or deletes the Software in accordance with the preceding paragraph, Party B must submit a certificate of destruction to Party A upon Party A’s request.

Termination of the Agreement does not affect Party B’s obligations toward IBM Cloud services independently contracted by Party B. Party B remains solely responsible for managing and decommissioning IBM Classic resources and VPC resources after Agreement termination.

Article 15. Responsibilities of Party B

If Party A instructs Party B to take necessary actions for the smooth operation of the Software or the migration process, Party B shall comply with such instructions within a reasonable timeframe.

In the event that a complaint, claim, or lawsuit is filed against Party A by a third party in connection with Party B’s use of the Software, Party B shall settle such matter at its own responsibility and expense, unless a reason attributable to Party A exists. If Party A incurs expenses or pays damages in connection with such matters, Party B shall be responsible for all such expenses and damages, including attorney’s fees.

If Party B causes damage to Party A in connection with a violation of the Terms of Use or use of the Software, Party B shall compensate Party A for said damage, including lost profit and attorney’s fees.

Article 16. Confidentiality

The parties hereto shall keep any confidential information disclosed or provided by the other party strictly confidential and shall not disclose or divulge such information to any third party. This obligation shall survive the termination of the Agreement for a period of three (3) years.

Confidential information includes, but is not limited to, migration scripts, proprietary orchestration methods, pricing structures, technical architecture details, and any non-public IBM environment configuration data shared between the parties.

Article 17. Outsourcing

Party A may outsource all or part of the operations related to the provision of the Software, including migration execution support, to a third party designated by Party A. Party A shall ensure that any such third party is bound by confidentiality obligations no less stringent than those imposed on Party A under these Terms of Use.

Article 18. Termination

Party A may terminate the Agreement with Party B without notice or demand in the following cases:

Party B fails to pay the Software fee or other obligations after the prescribed payment due date, or Party A determines that Party B has violated or is likely to violate any material terms and conditions of the Terms of Use.
Party B violates a provision of the Terms of Use and fails to correct the violation within seven (7) days after being notified by Party A.
Party A determines that Party B’s financial credit is unstable, such as Party B being subject to bankruptcy or civil rehabilitation proceedings, or being subject to seizure, provisional seizure, or suspension of payment.
Party B is subject to a disposition by suspension of business, or revocation of business license or business registration by a supervisory authority.
Party A determines that Party B is or may be an antisocial force or affiliated with such a group.
Party B is subject to a capital reduction, transfer, abolition, or change of all or a material part of its business, corporate separation, merger, or dissolution.
Party A has tried to contact Party B and received no response for two (2) months.
Any other case where Party A determines that it is difficult to maintain a contractual relationship with Party B.

Upon termination, Party A shall delete materials of Party B that are in its possession. Party A shall not be liable for any damage incurred by Party B due to such cancellation or deletion. If the Agreement is terminated, Party B shall forfeit the benefit of the term at the time of termination and shall immediately perform all outstanding obligations owed to Party A and delete the Software.

Article 19. Audit

When Party B is requested by Party A to report on the usage status of the Software, including migration job counts and resource volumes processed, Party B must immediately report the status.

If Party A deems it necessary to conduct an audit, Party A may, upon prior written notice to Party B, conduct an audit of the usage status of the Software by Party A or a commissioned third party. The costs required to conduct the audit shall be borne by Party B.

Article 20. Prohibition of Transfer of Status

Party B may not transfer its status under the Agreement, or assign to a third party, have a third party succeed to, establish a security interest in, or otherwise dispose of all or part of its rights and obligations under the Agreement, without Party A’s prior written consent.

If Party A transfers the business related to the Software to another company, Party A may transfer its status, rights, obligations, and Party B’s registration and customer information to the transferee, and Party B shall agree to such transfer in advance under this paragraph. Such business transfer shall include ordinary business transfers, company splits, and any other circumstances in which a business is transferred.

Article 21. Disclosure of Case Examples

Unless otherwise requested by Party B in writing, Party A may disclose Party B’s name as an organization that has utilized the Software for IBM Classic to VPC migration.

Party B grants permission for Party A to use Party B’s logo, trademark, and company name when disclosing case examples in accordance with the preceding paragraph, solely for the purpose of marketing and reference materials related to the Software.

Article 22. Elimination of Relationships with Antisocial Forces

Party A and Party B represent and warrant that they do not now, nor will they in the future, fall under any of the following categories: organized crime group, member of an organized crime group, associate member of an organized crime group, company affiliated with an organized crime group, corporate racketeer, social agitator, political agitator, organized crime syndicate, or group or individual who pursues economic benefit by using violence, force, or fraudulent methods (hereinafter collectively referred to as “antisocial forces”).

Party A and Party B represent and warrant that they do not now, nor will they in the future, have any relationship in which their management is controlled by, or substantively involves, persons connected to antisocial forces, or provide funds or favors to such persons.

Party A and Party B represent and warrant that they do not now, nor will they in the future, make violent or unreasonable demands, engage in verbal or physical threats, spread false rumors to damage the credibility of the other party, or engage in similar acts, whether themselves or through a third party.

Party A and Party B must immediately notify the other party if they become aware of any violation of any of the above representations.

Article 23. Revisions

Party A may revise the Terms of Use, in whole or in part. In such cases, Party A shall determine the effective date of the revised Terms of Use and shall publicize the fact that the Terms of Use will be revised, as well as the content and effective date, by posting such information on its website or by other appropriate means in advance.

If Party B does not agree to the revisions, Party B may terminate the Agreement until the revisions become effective. If Party B uses the Software after the Terms of Use have been revised, Party B will be deemed to have agreed to the revisions.

The revised Terms of Use shall be effective from the declared effective date, unless otherwise specified.

Article 24. Separability

If any provision or part of the Terms of Use is determined to be invalid or unenforceable under applicable law, the remaining provisions shall remain in full force and effect. Party A and Party B shall endeavor to modify such invalid or unenforceable provision to make it legal and enforceable, preserving the original intent and economic effect as closely as possible.

Article 25. Governing Law and Court of Jurisdiction

The formation, validity, and interpretation of the Agreement shall be governed by the laws of India. The Chennai, Tamil Nadu District Court shall be the exclusive court of first jurisdiction for any disputes between Party A and Party B arising out of or in connection with the Agreement and the use of the Software.

Special Provisions on IBM Classic to VPC Migration Services

Established: July 8, 2025

The Special Provisions on the Use of AI-Related Products (hereinafter referred to as the “Special Provisions”) stipulate the use of products, functions, and tools that use generative AI or AI (hereinafter referred to as “AI-related products”) provided by STAR Systems. (hereinafter referred to as “Party A”).

Article 1. Purpose

The IBM Classic to VPC Migration Services to which the Special Provisions apply are set forth in the order form or other application documents. The Special Provisions apply in addition to the IBM Classic to VPC Instance Migration Software Terms of Use.

Article 2. Available Areas

Party B may use the migration services only if it meets the following conditions:

Party B holds valid IBM Cloud account credentials with access to both Classic Infrastructure and VPC environments.
Party B’s target VPC region is among the IBM VPC regions supported by the Software, as listed in the product documentation.

Party B uses the migration platform from a location where IBM Cloud services are commercially available.

Article 3. Provision and Data Handling

Information entered by Party B into the migration platform (hereinafter referred to as “Party B Input Information”), including source environment credentials, resource identifiers, network topology data, and migration job configurations, will be shared with the cloud service provider and Party A as administrator of the product provision environment. Party B Input Information will be handled as follows:

Service Provider: It will be handled in accordance with the terms and conditions of IBM Cloud’s data privacy policy, as the migration Software operates within IBM Cloud Director / VPC / VDC environments and is subject to the data policy set by IBM Cloud.

Party A: It will be handled in accordance with the provisions of Article 12 of the Terms of Use and Party A’s privacy policy.

If the operation of migration services becomes difficult due to IBM Cloud policy changes, government regulations, guidelines, or other legal requirements related to cloud infrastructure services, Party A may cancel, interrupt, or terminate the provision of migration services in whole or in part. Party A shall not be liable for any loss or damage incurred by Party B as a result of this.

Article 4. Handling of Personal Information

Party B shall not enter personal information of Party B or any third party into Party B Input Information beyond what is strictly necessary for authentication and access management purposes.

Party A shall not be liable for any personal information of Party B or any third party entered in Party B Input Information beyond the scope permitted herein.

Party A may delete Input Personal Information if Party A deems it inappropriate for the secure operation of the migration platform.

Party A will properly handle any personal information obtained when receiving an inquiry from Party B or for other customer management purposes in accordance with Party A’s privacy policy.

If Party A determines that Party B has committed an act detrimental to Party A or a third party, Party A may notify the third party, the police, or other relevant authorities of relevant Party B information.

Article 5. Intellectual Property in Migration Outputs

Migration outputs generated through the use of the Software—including translated network configurations, regenerated resource definitions, and validation reports—shall be the property of Party B upon generation. However, Party A may use anonymized or aggregated migration output data within the scope of Special Article 3 for platform improvement purposes, and Party B shall not raise any objections regarding such use.

Party B acknowledges that migrated workloads in the IBM VPC environment remain subject to IBM’s terms of service and that Party A makes no representation regarding Party B’s ownership or licensing rights in respect of IBM VPC resources or IBM-owned technologies.

Article 6. Prohibited Actions

Party B may not perform the following actions when using the migration services. If Party B violates any of these prohibitions, Party A reserves the right to halt that action without prior notice. This provision does not prevent Party A’s right to claim damages.

Provide factually incorrect or fictitious source environment data, credentials, or inventory information.
Use the migration platform to assess or migrate environments belonging to entities other than Party B without Party A’s written authorization.
Use the migration services to circumvent IBM security controls or IBM Cloud governance policies.
Use the migration services for purposes of research, academic investigation, or competitive intelligence against Party A or IBM without Party A’s prior written consent.
Interfere with the operation of Party A’s migration platform or damage its credibility.

Engage in any other action that Party A deems inappropriate or contrary to IBM Cloud’s acceptable use policies.

Article 7. Disclaimer

Party B shall use VLP-related products at its own risk, and Party A shall not be liable for any damages incurred by Party B as a result of such use.

With regard to the information provided to Party B by VLP products, Party A makes no guarantees, either explicit or implicit, regarding the accuracy, suitability, timeliness, validity, reliability, usefulness, non-infringement on intellectual property, rapid availability, or other aspects of that content, and shall not be liable for these.

Party A does not guarantee that Party B will be able to hold the copyright or other intellectual property rights to the content.

If Party A finds any of the following descriptions in the saved prompts or content, etc., it may delete or modify the description without prior notice. Party A shall make all decisions as to whether or not the information is subject to deletion or modification, and Party A shall not be obligated to disclose the reasons for such deletion or modification. Party A shall not be liable for any damages caused by deletion or modification.

Descriptions that violate the Special Provisions

Description that violates public order and morals

Descriptions that include harmful programs, scripts, etc.

Descriptions that harm the honor or credit of others

Descriptions that interfere with the operation of VLP products

Other descriptions that Party A deems inappropriate

IBM Classic to VPC Software Terms of Use