Legal

Testfully Software License Agreement

(“Agreement”)

Last updated: 15 June 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.

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 one hundred million U.S. dollars (USD 50,000,000), or the equivalent in other currencies.
  • Free Tier means the no-cost license provided under this Agreement, subject strictly to Free Tier Limits.
  • Free Tier Limits means use restricted solely to Non-Production Use, Extended Production Use, Startup & SMB Exception, Free Project Tier, Premium Features (basic features only), Pilot Period, and Educational/Open Source License as defined herein.
  • 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.
  • Extended Production Use means Production Use permitted under the Free Tier for an initial period not exceeding 180 days from commencement.
  • Startup & SMB Exception means Production Use is allowed under the Free Tier, beyond 180 days, provided the Licensee has fewer than ten (10) employees and an annual revenue of less than USD 1 million.
  • Free Project Tier means Licensee may use the Software free-of-charge exclusively for open-source, non-profit, educational, or personal projects.
  • Premium Features mean advanced functionalities explicitly marked as premium within the Software documentation, available only under the Paid Tier.
  • Pilot Period means Licensee may fully use the Paid Tier for Production Use at no charge for a period not exceeding ninety (90) days from initial activation.
  • 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

  • Free Tier License. Licensor grants Licensee a revocable, non-exclusive, non-transferable, non-sublicensable license strictly within Free Tier 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.

Free Tier Restrictions

Licensee shall not:

  • exceed Free Tier Limits;
  • continue Extended Production Use beyond 180 days without a paid subscription;
  • use Startup & SMB Exception beyond defined employee or revenue thresholds;
  • utilise Free Project Tier for commercial or enterprise purposes;
  • 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 Tier 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

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.

Testfully is a bootstrapped startup from Sydney, Australia.
We're funded by our supportive & amazing customers.

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