Master Software & Services Agreement
This Agreement was last revised in February, 2026
This Master Software & Services Agreement (this “Agreement”) is entered into by and between Adiom, Inc. (“Adiom”) and the entity or person placing an order for, downloading, installing, or accessing the Adiom Software or purchasing related technical services (“Customer” or “you”). This Agreement consists of the terms and conditions set forth below, any terms referenced herein, and any Adiom service orders, license keys, online sign-up, or subscription flow that references this Agreement (each a “Service Order”).
If you are accessing or using the Adiom Software or purchasing Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” or “Customer” reference your company. Adiom may modify the terms and conditions of this Agreement in accordance with Section 13 (Modification of these Terms).
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, DOWNLOADING, INSTALLING, RUNNING THE ADIOM SOFTWARE, OR EXECUTING A SERVICE ORDER FOR SUPPORT OR CUSTOMIZATION, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT DOWNLOAD, INSTALL, OR USE THE ADIOM SOFTWARE OR SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.
Note: If you are using the Adiom Open Source Edition solely under the terms of the AGPLv3 without purchasing paid technical support or customization services from Adiom, your use is governed exclusively by the AGPLv3 license.
1. DUAL-LICENSE ARCHITECTURE & SOFTWARE OVERVIEW
This Agreement governs your commercial use of the self-hosted database migration software, binaries, containers, and related documentation made available by Adiom as set forth in the applicable Service Order (collectively, the “Adiom Software”), as well as any paid technical support or professional services (“Services”). Adiom offers its software under a dual-track architecture:
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Open Source Edition: The core engine of Adiom is available as open-source software under the GNU Affero General Public License v3 (AGPLv3). This Agreement does not modify or restrict your rights under the AGPLv3 for that specific open-source codebase. However, if you purchase paid technical support, maintenance, or custom development packages for the Open Source Edition, those specific Services are governed exclusively by this Agreement.
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Enterprise Edition: The Enterprise Edition contains proprietary, closed-source features, advanced optimization modules, and enterprise-grade infrastructure. The Enterprise Edition is not open-source and is licensed strictly pursuant to the commercial terms in Section 3 of this Agreement.
Self-Hosted Deployment Perimeter: Customer acknowledges that both editions of the Adiom Software are designed to be deployed and executed entirely within Customer’s own self-managed cloud Virtual Private Cloud (VPC), local servers, or on-premises infrastructure (“Customer Environment”). Adiom does not host, store, or operate the data migration pipelines, target schemas, or underlying database payloads. Additional documentation concerning the functionality of the Adiom Software is located at docs.adiom.io and https:// adiom.io (the “Site”).
2. GENERAL ELIGIBILITY REQUIREMENTS
a. Authority and Compliance. The individual signing or accepting on behalf of the Customer represents and warrants that he/she has the authority to bind the Customer to this Agreement. Customer represents and warrants that Customer's registration and use of the Adiom Software and Services is, and will continue to be, in compliance with any and all applicable laws and regulations. Customer may not access or use the Adiom Software if Customer is located in a territory where U.S. businesses are prohibited from engaging in business under U.S. trade embargoes or sanctions.
b. Regulations. Customer acknowledges that because the Adiom Software runs locally within the Customer Environment, Adiom does not access, view, copy, or process the specific records or payload data migrating through the software. Customer remains solely responsible for its own regulatory and legal compliance (including HIPAA or GDPR) within its environment. Adiom is not a Business Associate as defined under HIPAA.
3. COMMERCIAL LICENSE GRANT (ENTERPRISE EDITION ONLY)
Subject to Customer's ongoing compliance with this Agreement and the timely payment of applicable fees specified in the Service Order, Adiom grants to Customer a limited, non-exclusive, non-transferable, non sublicensable, revocable commercial license during the subscription term to download, install, and execute the proprietary Enterprise Edition binaries and containers strictly within the Customer Environment, solely for Customer's internal business operations and up to the usage volume, node count, database seats, or performance limits specified in the applicable Service Order.
AGPLv3 Safe Harbor: Adiom warrants that the proprietary, closed-source modules and features delivered as part of the commercial Enterprise Edition license are completely decoupled from, and are not subject to, the copyleft open-source obligations of the AGPLv3.
Beta Releases and Features: Adiom may provide you with early-stage, "preview", "alpha", or "beta" features (“Beta Releases”). Adiom makes no promises that future versions of Beta Releases will be released commercially.
Adiom may terminate your right to use Beta Releases at any time in its sole discretion. Customer acknowledges that Beta Releases are provided “AS IS” and may contain bugs; any use of Beta Releases is at Customer’s sole risk. All Beta Releases, including their performance metrics, features, and user interfaces, are deemed Adiom’s Confidential Information under Section 16, and Customer shall not disclose or publish benchmarks or reviews of Beta Releases without Adiom's prior written consent.
4. SUPPORT AND PROFESSIONAL SERVICES
a. Enterprise Subscription Support. Every paid, active subscription to the Enterprise Edition includes standard technical support and software maintenance (bug fixes, patches, and minor version updates) for the duration of the term at no additional charge, as scoped in the applicable Service Order.
b. Open Source Support Add-ons. Customers utilizing the Open Source Edition may purchase standalone technical support, service level agreements, or engineering maintenance packages through an executed Adiom Service Order.
c. Customization & Additional Services. Any custom engineering, specialized migration connector development, or professional consulting services (“Additional Services”) must be explicitly outlined and priced in a Service Order or a separate Statement of Work (SOW). These professional services require fees above and beyond standard enterprise subscription or standalone support costs.
d. Intellectual Property Ownership of Customizations. Unless explicitly agreed otherwise in a mutually signed SOW, any custom code, connectors, scripts, or software modifications developed by Adiom in the performance of any Services remain the exclusive intellectual property of Adiom, Inc. To the extent such developments are delivered to Customer for use with the Software:
(i) if developed for the Open Source Edition, such developments are licensed to Customer under the terms of the AGPLv3; and
(ii) if developed for the Enterprise Edition, such developments are licensed to Customer strictly under the commercial license terms of Section 3 of this Agreement for the duration of the applicable subscription term.
5. FEES, RENEWALS, AND LICENSE VERIFICATION
a. Enterprise Billing. Enterprise Edition commercial licenses are billed in advance on a recurring subscription basis as specified in the Service Order. Unless otherwise specified in the applicable Service Order, each subscription term shall automatically renew for successive twelve (12) month periods, unless either party provides written notice of non-renewal to the other party at least thirty (30) days prior to the expiration of the then-current term. Adiom will charge the specified payment method or invoice the Customer according to the billing cycle. Failure to remit timely payment will result in the suspension of support services and eventual expiration, deactivation, or termination of the commercial license.
b. Service Billing. Standalone support packages and custom development fees will be invoiced upon execution of the applicable Service Order or SOW and are non-refundable.
c. License Verification & Certification. Because the Software is self-hosted and currently operates without automated telemetry, Customer agrees to self-monitor its compliance with the usage volume, seat counts, or node limits specified in the Service Order.
(i) Self-Certification: Upon reasonable written request by Adiom (no more than once per calendar year), an authorized officer of the Customer shall provide a written certification verifying that the Software is being used in strict compliance with those licensed limits.
(ii) Audit Rights: In addition to self-certification, Adiom (or its designated independent auditor) shall have the right, upon at least thirty (30) days’ prior written notice, to audit Customer's deployment environments and records solely to verify compliance with this Agreement. Any such audit shall be conducted during normal business hours and in a manner that minimizes disruption to Customer’s business. If an audit reveals that Customer has exceeded its licensed limits, Customer shall promptly pay Adiom for such excess usage at Adiom's then-current list prices. If the audit reveals an underpayment of five percent (5%) or more, Customer shall also reimburse Adiom for the reasonable costs of the audit.
d. Taxes. Fees do not include taxes, levies, or duties. Customer is responsible for paying all applicable taxes associated with its purchases hereunder, excluding taxes based on Adiom's net income.
6. PROHIBITED CONDUCT
By downloading, installing, or using the Adiom Software, Customer agrees not to, and will not assist or permit any third party to:
a. Decompile, decrypt, disassemble, reverse engineer, or otherwise attempt to derive or discover the source code, underlying algorithms, or inner structural logic of the proprietary, closed-source modules of the Enterprise Edition, except to the extent expressly permitted by applicable law despite this restriction;
b. Modify, tamper with, bypass, or circumvent any license key validation mechanisms, cryptographic feature gates, or billing metering components built into the Adiom Software;
c. Remove, alter, or obscure any copyright, trademark, or other proprietary rights notices contained in or
embedded on the Adiom Software or its accompanying documentation;
d. Sublicense, rent, lease, resell, or operate the Enterprise Edition binaries for the benefit of third parties without explicit, prior written authorization from Adiom.
7. TELEMETRY, DATA ISOLATION, AND FUTURE ANALYTICS
a. Absolute Data Isolation. Adiom explicitly acknowledges and agrees that the Adiom Software operates strictly within your controlled local perimeter. Adiom does not, and will never, collect, pull, view, or transmit database credentials, target schema architectures, or row-level transaction data payloads migrating through the software.
b. Current Telemetry State. As of the Effective Date of this Agreement, the Adiom Software operates in a completely standalone, disconnected fashion and does not transmit outbound operational analytics, metrics, or telemetry back to Adiom's servers.
c. Future Telemetry & License Verification. Customer acknowledges and agrees that Adiom reserves the right to introduce automated license key validation and lightweight technical telemetry in future software updates. If implemented, this mechanism will be strictly restricted to verifying license key validity and transmitting basic, anonymized operational metadata (e.g., software version, uptime, error flags, and aggregate data volume metrics) solely to improve product stability and verify licensing compliance. Adiom will provide notice in its release documentation prior to deploying software versions containing these automated check-in features.
8. INTELLECTUAL PROPERTY OWNERSHIP AND FEEDBACK
The Adiom Software, including its structure, sequence, user interfaces, compiled binaries, documentation (docs.adiom.io), and code repositories are the exclusive property of Adiom, Inc. and its licensors. All rights not explicitly granted to Customer under the commercial license in Section 3 are strictly reserved by Adiom. If Customer provides any comments, bug reports, suggestions, or other feedback to Adiom regarding the Software or Services (“Feedback”), Customer authorizes Adiom to use that Feedback without restriction, royalty, or financial obligation, and hereby grants Adiom a perpetual, irrevocable, worldwide, fully sublicensable right to utilize such Feedback for any purpose.
9. THIRD-PARTY SERVICES AND DRIVERS
The Adiom Software may require Customer to download, link, or install certain third-party components, database drivers (such as JDBC or ODBC components), or connectors to interface with target databases. Such third-party elements are governed entirely by their respective open-source or commercial licenses. Adiom makes no express or implied warranties with regard to third-party software or drivers, and Customer installs and utilizes them solely at its own risk within the Customer Environment.
10. INDEMNIFICATION
a. Indemnity by Adiom. Adiom will defend Customer against third-party claims alleging that the unmodified Enterprise Edition software directly infringes a U.S. patent, copyright, or trade secret, and will indemnify Customer against reasonable damages awarded by a court. If an infringement claim occurs or is anticipated, Adiom may at its option: (i) procure a license to allow continued use; (ii) modify the software to avoid infringement while maintaining material equivalence; or (iii) if commercially impractical, terminate the Service Order and refund any prepaid, unused subscription fees. This states Adiom’s entire liability and Customer's exclusive remedy for intellectual property infringement.
b. Indemnity by Customer. Customer agrees to defend, indemnify, and hold harmless Adiom and its officers, directors, employees, and affiliates from and against any third-party claims, losses, or liabilities arising out of or in connection with: (i) Customer's unauthorized modification or misuse of the software; (ii) Customer's violation of this Agreement or applicable laws; or (iii) any violation of third-party intellectual property or data privacy rights occurring within the data infrastructure targeted by Customer's migrations.
11. WARRANTY DISCLAIMERS
BECAUSE DATABASE MIGRATIONS OPERATE DIRECTLY UPON SENSITIVE PRODUCTION INFRASTRUCTURE AND LIVE CORE SYSTEMS, THE ADIOM SOFTWARE AND SERVICES ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE.”
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ADIOM DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT. ADIOM DOES NOT WARRANT THAT THE SOFTWARE WILL BE COMPLETELY ERROR-FREE, UNINTERRUPTED, OR THAT IT WILL PREVENT ALL DATA INCONSISTENCIES, SCHEMA MISMATCHES, OR TIMEOUTS.
CUSTOMER ACKNOWLEDGES AND AGREES THAT IT ASSUMES ALL OPERATIONAL RISK ASSOCIATED WITH RAW SCHEMA ALTERATIONS AND MIGRATIONS. CUSTOMER IS SOLELY RESPONSIBLE FOR MAINTAINING RIGOROUS, INDEPENDENT DATABASE BACKUPS BEFORE EXECUTING ANY SOFTWARE COMMANDS OR MIGRATION PIPELINES.
12. LIMITATION OF LIABILITY
a. Absolute Exclusion of Damages. IN NO EVENT WILL ADIOM BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THIS EXCLUSION INCLUDES, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, SYSTEM DOWNTIME, CORRUPTION OF DATA, PRODUCTION OUTAGES, LOGISTICAL
DELAYS, OR THE COST OF PROCURING SUBSTITUTE INFRASTRUCTURE, EVEN IF ADIOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY OF LIABILITY.
b. Total Liability Cap. THE AGGREGATE LIABILITY OF ADIOM TO CUSTOMER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ADIOM SOFTWARE, OR SERVICES–WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE–IS STRICTLY LIMITED AS FOLLOWS:
(I) FOR CUSTOMERS USING THE PAID ENTERPRISE EDITION OR PURCHASING PAID SERVICES, LIABILITY SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO ADIOM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
(II) FOR CUSTOMERS USING THE FREE OPEN SOURCE EDITION SOLELY UNDER THE AGPLv3 WITHOUT PAID SUPPORT OR SERVICES, LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).
c. Essential Basis of the Bargain. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS REPRESENT A CRITICAL, ALLOCATED DISTRIBUTION OF RISK AND FORM AN ESSENTIAL BASIS OF THE COMMERCIAL BARGAIN AND PRICING STRUCTURING BETWEEN THE PARTIES. THE LIMITATIONS IN THIS SECTION 12 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
13. MODIFICATION OF THESE TERMS
Adiom may update the terms and conditions of this Agreement (including adjustments to pricing or service levels) from time to time with prior written notice to Customer. Such notice may be provided via email or through major release document notifications. No waiver will be implied from conduct or failure to enforce rights under this Agreement. All waivers must be executed explicitly in writing by an authorized representative of the waiving party. Notwithstanding the foregoing, any modifications to pricing or material service levels will not apply to an active, paid Service Order during its then-current subscription term, and will only take effect upon the subsequent renewal of such Service Order.
14. GOVERNING LAW AND VENUE
This Agreement, and all disputes arising directly or indirectly out of it, shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles. Both parties explicitly submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco, California for the purpose of litigating all claims or court proceedings arising hereunder.
15. TERM AND TERMINATION
a. Term. This Agreement commences on the date Customer first accepts this Agreement (or signs a Service Order) and continues until all Service Orders or commercial subscription terms have expired, or until terminated in accordance with this Section 15.
b. Termination for Cause. Either party may terminate this Agreement and any applicable Service Orders for cause: (i) upon thirty (30) days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (ii) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Adiom may terminate this Agreement immediately upon written notice if Customer breaches Section 3 (Commercial License Grant) or Section 6 (Prohibited Conduct).
c. Effect of Termination. Upon any expiration or termination of this Agreement or an applicable Service Order:
(i) All commercial licenses granted to the Enterprise Edition under Section 3 shall immediately terminate;
(ii) Customer shall immediately cease all use of the Enterprise Edition of the Adiom Software, and delete, destroy, or uninstall all copies of the Enterprise Edition binaries, containers, and related documentation from its Customer Environment;
(iii) Within ten (10) business days of termination, an authorized officer of Customer shall provide Adiom with written certification confirming that all copies of the Enterprise Edition have been completely deleted or destroyed; and
(iv) Customer shall promptly pay Adiom any outstanding unpaid fees due under this Agreement.
d. Survival. Sections 4.d (IP of Customizations), 5 (Fees), 6 (Prohibited Conduct), 8 (IP Ownership & Feedback), 10 (Indemnification), 11 (Warranty Disclaimers), 12 (Limitation of Liability), 15.c (Effect of Termination), 16 (Confidentiality), and any provisions that by their nature should survive, shall survive any expiration or termination of this Agreement.
16. CONFIDENTIALITY
a. Definition of Confidential Information. "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Adiom’s Confidential Information includes the Enterprise Edition codebase, pricing, Beta Releases and product roadmaps. Customer's Confidential Information includes Customer's specific application code, database architecture, schemas, and system logs disclosed during Support or Services.
b. Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care). The Receiving Party agrees: (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and advisors who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements containing protections no less restrictive than those herein.
c. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law, provided the Receiving Party gives the Disclosing Party prior written notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
17. MISCELLANEOUS
a. Entire Agreement. This Agreement, including all Service Orders, SOWs, and documents referenced herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
b. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be deemed null and void, and the remaining provisions of this Agreement shall remain in full force and effect.
c. Assignment. Customer may not assign or transfer any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Adiom (not to be unreasonably withheld). Any attempted assignment in violation of this Section shall be null and void. Adiom may freely assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
d. Force Majeure. Neither party shall be liable for any delay or failure in performance (except for payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or utility, telecommunications, or internet service provider failures.
Contact Us
If you have any questions about this Agreement, please contact us by email: info@adiom.io