Legal

Testfully Software License Agreement

(“Agreement”)

Last updated: 25 August 2025

This Agreement is entered into by and between Testfully Pty Ltd, a proprietary limited company under the laws of New South Wales, Australia with its principal place of business at 2a Ada Avenue Brookvale, NSW, Australia 2100 (“Licensor”), and the entity or individual accepting this Agreement (“Licensee”). By downloading, installing, or using the Software (as defined below), Licensee agrees to be bound by this Agreement.

A note from the founder

I appreciate you choosing Testfully over other tools, I really do. I would like to clarify that Testfully is not some venture-backed startup with deep pockets. I’ve self-funded and bootstrapped Testfully with my hard-earned money. If we don’t get paid, we can’t keep building and improving our product. So please, for the sake of everyone, respect our license terms and do the right thing as all good citizens should.

Matt, the founder.

TLDR;

We know legal agreements can be long and boring, so here is a quick summary of the key points, but please for the love of all that is good in this world read the full agreement below.

  • We offer a Developer Edition and anyone can use it, including startups, scale-ups, enterprises, governments, NGOs, aliens you name it!
  • The Developer Edition is FREE and licensed for both production use and commercial use, but there are clear triggers that require upgrading to a paid plan, including Pro and Enterprise subscriptions.
  • The Developer Edition is licensed for production use and commercial use, this is not some limited trial or evaluation license. We offer a fully functional product that you can use to build and run your business.
  • There are clear triggers that require upgrading to a paid edition (Team Edition or Enterprise Edition).
  • Each edition has clear restrictions, which you can find the full details in our pricing page.
  • Triggers are: using the Developer Edition by more than 10 users or if your company makes more than USD 1 million in annual revenue.
  • We monitor compliance through telemetry and have audit rights to ensure adherence to the license terms.

Definitions

  • Affiliate means an entity that directly or indirectly controls, is controlled by, or is under common control with a party, with “control” defined as owning more than fifty per cent (50%) of voting securities.
  • Enterprise Customer means any legal entity (including its Affiliates) that at any time (a) employs more than one hundred (100) employees or (b) generates annual gross revenue exceeding fifty million U.S. dollars (USD 50,000,000), or the equivalent in other currencies. If you are an enterprise customer by this definition, you must purchase Enterprise Edition software licenses for all users within your organisation.
  • Edition means a specific version or tier of the Software with certain features, limitations, and usage rights defined by Licensor. Testfully offers Developer Edition, Team Edition, and Enterprise Edition.
  • Developer Edition means the no-cost license provided under this Agreement, subject strictly to Developer Edition Limits.
  • Developer Edition Limits means any feature or usage limitations imposed by Licensor, including but not limited to restrictions on the number of Users, API calls, or data storage.
  • Non-Production Use means internal use of the Software exclusively for development, evaluation, testing, documentation, or demonstration purposes, excluding any use in customer-facing, revenue-generating, or mission-critical applications.
  • Production Use means any use of the Software that is not Non-Production Use, including any deployment or application accessible to external users.
  • Commercial Use means any use of the Software for the benefit of a business, including but not limited to use in revenue-generating applications, customer support, or internal business operations.
  • Extended Production Use means Production Use permitted under the Developer Edition for an initial period not exceeding 180 days from the date of first triggering event, after which a paid subscription is required.
  • Premium Features mean advanced functionalities explicitly marked as premium within the Software documentation, available only under paid editions.
  • Pilot Period means Licensee may fully use paid editions for Production Use at no charge for a period not exceeding ninety (90) days from initial activation.
  • Paid Subscription means a subscription to Team Edition or Enterprise Edition, purchased through Licensor’s order form, granting rights and access as detailed therein.
  • License means right to use the Software under the terms of this Agreement.
  • Educational/Open Source License means perpetual free use for registered educational institutions, students, teachers, or open-source project maintainers.
  • Enterprise Grace Period means Licensee has sixty (60) days following qualification as an Enterprise Customer to upgrade to a paid subscription.
  • Software means Licensor’s proprietary software, including fixes, patches, and minor updates, generally made available without additional charge.
  • User means any natural person, system, integration, or automated process that directly or indirectly accesses or utilises the Software within any rolling thirty-day period.

License Grant

  • Developer Edition License. Licensor grants Licensee a revocable, non-exclusive, non-transferable, non-sublicensable license strictly within Developer Edition Limits.
  • Paid Subscription License. Upon occurrence of an Upgrade Trigger, Licensee shall immediately notify Licensor and purchase the relevant paid subscription, granting rights explicitly detailed in Licensor’s subscription order form.

Developer Edition Restrictions

Licensee shall not:

  • exceed Developer Edition Limits;
  • continue Extended Production Use beyond 180 days without a paid subscription;
  • activate or attempt to use Premium Features without a paid subscription;
  • exceed Free Usage Limits without upgrading to a paid subscription;
  • extend the Pilot Period beyond ninety (90) days without a paid subscription;
  • transition Educational/Open Source License to commercial or enterprise use without upgrade;
  • exceed the Enterprise Grace Period without a paid subscription;
  • circumvent or disable license controls;
  • sublicense, rent, lease, host, or provide Software access to third parties;
  • reverse engineer, decompile, disassemble, or create derivative works except as permitted by applicable law.

Upgrade to Paid Plan

  • Upgrade Triggers. Immediate written notice and upgrade obligation occur upon:
    • expiration of Extended Production Use, Pilot Period, Enterprise Grace Period;
    • exceeding Startup Exception, Free Usage Limits;
    • activating Premium Features or commercialising Free Project Edition or Educational/Open Source License;
    • qualification as an Enterprise Customer.
  • Notice and Cure Period. Licensee must execute the subscription order form and remit payment within ten (10) calendar days of any Upgrade Trigger.
  • Retroactive Fees. Paid subscription fees accrue retroactively from Upgrade Trigger date.

Monitoring and Audit

  • Telemetry. Licensee permits Software transmission of anonymised usage metrics for compliance verification, billing, and improvement purposes.
  • Audit Rights. Licensor may annually audit compliance with fifteen (15) days’ advance notice, maintaining confidentiality. Licensee must rectify noncompliance promptly and reimburse audit costs if the underpayment exceeds five per cent (5%).

Fees and Payment

Fees are payable within thirty (30) days from the invoice date. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law. Licensor may suspend access for overdue accounts after five (5) days’ notice.

Confidentiality

Each party must maintain the confidentiality of proprietary information received from the other party for three (3) years following termination.

Intellectual Property; Feedback

  • Ownership. Licensor retains all rights in Software, including derivative works and intellectual property.

  • Feedback. Licensee assigns to Licensor all rights in provided feedback without restriction or compensation.

Warranty Disclaimer

SOFTWARE IS PROVIDED “AS IS.” LICENSOR DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS, AND NON-INFRINGEMENT.

Limitation of Liability

FOR USERS OF THE DEVELOPER EDITION, LICENSOR SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSS, DAMAGE, OR INJURY ARISING FROM OR RELATED TO USE OF THE SOFTWARE. FOR PAID EDITIONS, LICENSOR’S LIABILITY SHALL NOT EXCEED FEES PAID IN THE PRIOR TWELVE (12) MONTHS. LICENSOR IS NOT LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES.

Term and Termination

  • Term. Effective upon first Software use until terminated.
  • Termination for Cause. Immediate termination upon breach of Sections 3, 4, or payment obligations.
  • Effect of Termination. Cease use and delete Software; certify compliance upon request. Sections 1, 5-12 survive.

Governing Law

This License Agreement shall be construed and interpreted in accordance with the laws of Australia. Any action, suit, or proceeding relating to these Terms of Service may be brought in the appropriate court located in Sydney, New South Wales, and you hereby consent to such jurisdiction in the state and federal courts within that District.

Questions

If you have any questions about this Agreement, or require further information, please contact us at legal@testfully.io.

Made with in Australia.

© 2025 Testfully Pty Ltd. All rights reserved.

The word `testfully` is a registered trademark of Testfully Pty Ltd.