End User License Agreement (Free Edition)

This End-User License Agreement (“Agreement”) governs the terms and conditions upon which Licensee obtains a license to access and use the free MTA exploratory product provided by Menditect B.V. (“Menditect”). Acceptance of this Agreement takes place when Licensee requests the free license (such as by submitting a free license request form or clicking "I Agree" during the license request process). This Agreement applies specifically to any evaluation, free tier, or exploratory use of the software. If Licensee has previously accepted or is prompted to accept the general Menditect End User License Agreement (such as during software download or installation), this Agreement shall govern, control, and take precedence with respect to any use of the software under a free exploratory license. Menditect and Licensee shall herein be referred to each as a “Party” and collectively as the “Parties”.

1 Definitions

All capitalized terms used in this Agreement that are not otherwise defined herein, shall have the meaning shown below, for both singular and plural forms. Unless otherwise specified, any reference in this Agreement to a section or other subdivision is a reference to a section or subdivision of this Agreement.

1. “Affiliates” means any corporation, partnership or other entity now existing or hereafter organized that directly or indirectly controls, is controlled by or under common control with a Party. For purposes of this definition “control” means the direct possession of a majority of the outstanding voting securities of an entity.
2. “App” or “Application” means Licensee’s Application Model as deployed on and interpreted by the Mendix Platform in order to make it a functioning application ready to process Licensee Data.
3. “Application Model” means the visual model of Licensee’s application, which visual model has been created by Licensee or by a third party per Licensee’s instructions and requirements, making use of the Mendix Platform.
4. “Confidential Information” means all non-public information disclosed by one Party to the other Party, in whatever form, designated as confidential or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, as further detailed in Section 3.1.
5. “Documentation” means the documentation provided by Menditect to assist users in the use of MTA exploratory describing the operational functionality of MTA exploratory, including user guides and manuals.
6. “DPA” means applicable data privacy and protection legislation, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and any applicable national implementing legislation.
7. “End-of-Life-Date” means the date upon which Menditect ceases active support for a specific major release of the underlying platform or product version, as set forth in Section 2.7.
8. “Feedback” means any suggestions, enhancement requests, recommendations, corrections or other feedback provided by Customer, its Affiliates, and/or Users relating to the features or operation of MTA exploratory and Documentation or services.
9. “Licensee Data” means any electronic data, records, or material submitted, uploaded, created, or made available in or by the Application. For the avoidance of doubt, the Application Model and Usage Data are not part of Licensee Data.
10. “Menditect” is a private limited liability company under Dutch law with the name Menditect B.V. and/or any affiliated or subsidiary company.
11. “MTA exploratory” means the free software, features, tools, and services provided by Menditect specifically designated for AI supported Exploratory Testing, whether provided via web interfaces, Model Context Protocol (MCP) server implementations, APIs, or installed locally on Licensee’s hardware, including associated Documentation. MTA exploratory is provided free of charge at Menditect’s sole discretion.
12. “Private API” means any application programming interface of Menditect that is not explicitly published by Menditect as a public API.
13. “Mendix Platform” means all software and services provided by Mendix (www.mendix.com) whether provided on-premises, through cloud environments, or installed on hardware, including Desktop/Web Modeler, Runtime, and associated developer portals.
14. “Update” means a maintenance fix, patch, or minor modification made by Menditect to MTA exploratory and provided to Licensee under this Agreement.
15. “Upgrade” means a new, major software release of MTA exploratory whose primary purpose is to add new functionality or enhance performance, identified by an increment in the first two numbers of the software version.
16. “Users” means specific individual business users (employees or independent contractors of Licensee) authorized by Licensee to access and use MTA exploratory under an individual account. Consumers (individuals acting for personal, household, or non-commercial purposes) are expressly excluded.
17. “AI supported Exploratory Testing” means investigative, non-scripted testing where Artificial Intelligence capabilities (such as automated data generation, Model Context Protocol tools, or LLM-driven test suggestions) assist a human user in real-time to discover application behavior, design test paths, and validate edge cases. This includes automated running of exploratory tests by the AI via the MCP protocol, but strictly excludes any automated, unattended regression, load, stress, or CI/CD testing runs.
18. “Usage Data” means all technical and behavioral telemetry, diagnostic metrics, feature interaction statistics, session logs, API call volumes, error logs, and performance metrics generated by or in connection with the access to or use of MTA exploratory.

2 Access and License Grant

2.1. Free Access and Service Discretion. Menditect provides Licensee with access to MTA exploratory free of charge at Menditect's sole discretion. Menditect reserves the right, at any time, with or without notice and without liability to Licensee, to modify, restrict, throttle, suspend, change, or discontinue the services, features, functionality, quotas, or availability of MTA exploratory. As a condition of accessing and using MTA exploratory, Licensee agrees that Menditect may collect, monitor, and process Usage Data and user contact details to: (i) monitor compliance with this Agreement and detect, investigate, or prevent abuse, unauthorized automated runs, or security threats; (ii) analyze user behavior, engagement, and feature adoption to maintain and improve Menditect products; and (iii) conduct direct marketing, promotional communications, and offer commercial products or services regarding Menditect.

2.2. Commercial B2B License Grant. Subject to the terms of this Agreement, Menditect grants Licensee a non-exclusive, non-transferable, non-sublicensable right to access and use MTA exploratory solely for Licensee’s internal business purposes. License Scope Restriction: Licensee expressly acknowledges and agrees that MTA exploratory is licensed exclusively for AI Supported Exploratory Testing as defined in Section 1.17. Licensee represents and warrants that it is acquiring access strictly for commercial, business, or professional purposes and not as a consumer.

2.3. Feedback. Notwithstanding anything to the contrary in this Agreement, Licensee hereby agrees that all intellectual property rights in the Feedback, and all other ownership in any ideas, modifications, enhancements, improvements, or any other suggestion specifically relating to MTA exploratory, are hereby assigned to Menditect and shall be the sole and exclusive property of Menditect. All Feedback shall be treated as Menditect’ Confidential Information.

2.4. License Restrictions. Licensee shall not, and shall not permit any third party or User to: (i) sell, resell, rent, lease, sublicense, or commercially exploit MTA exploratory outside the scope permitted herein; (ii) make MTA exploratory available to any unauthorized third party or non-business entity; (iii) reverse engineer, decompile, disassemble, or attempt to derive source code or Private APIs from MTA exploratory; (iv) access MTA exploratory to build or assist a third party in building a competitive product; (v) use MTA exploratory for regression testing, load testing, stress testing, performance testing, automated CI/CD pipeline runs, or any automated unattended testing outside of AI Supported Exploratory Testing; (vi) call a Menditect "Private API" from any system other than designated Menditect Applications; (vii) disable, block, tamper with, or circumvent any usage tracking, telemetry reporting, rate-limiting, authentication, or abuse-detection mechanisms built into MTA exploratory; or (viii) use MTA exploratory in violation of applicable civil, criminal, or data privacy laws.

2.5. Affiliates. Usage by Licensee’s Affiliates is permitted under Licensee's account provided such Affiliates are bound by all terms and restrictions of this Agreement. Licensee remains fully responsible and liable for any breach of this Agreement caused by its Affiliates.

2.6. Licensee Responsibility. Licensee is and remains responsible for: (i) all activities conducted under its User logins and for its Users’ compliance with this Agreement; (ii) maintaining up-to-date hard-/software that is compatible with MTA exploratory, as set out in the Documentation; (iii) a high-speed/broadband internet connection of good quality and reliability to access MTA exploratory and/or Applications; (iv) scheduling, implementing and/or installing changes for Updates and Upgrades of MTA exploratory; and (v) providing all information, access and good faith cooperation reasonably necessary to enable Menditect to meet its obligations under this Agreement.

2.7. End-of-Life-Date. Menditect will support the current major release and the two (2) prior major releases of the Mendix platform for compatibility with MTA exploratory.

2.8. Third-Party AI and Services (MCP Clients & LLMs). MTA exploratory may interact with third-party software, Large Language Models, AI APIs, or Model Context Protocol (MCP) host clients (such as OpenAI, Anthropic, Claude Desktop, Cursor, or local LLM runners). Any use of such third-party services is subject to the terms and privacy policies of the applicable third-party providers. Menditect is not responsible for the availability, latency, accuracy, or costs incurred by Licensee with external AI providers.

3 Confidentiality

3.1. Confidential Information. Either party may, from time to time, deliver to the other certain non-public information including formulas, flow charts, diagnostic routines, business information, forecasts, financial plans and data, balance sheet information, customer information, marketing plans, hardware, software and unannounced product information (“Confidential Information”). Confidential Information shall also include the Application Model, Licensee Data and any other information disclosed by a Party to the other Party, in whatever form, including visually and orally, and designated in writing as proprietary or confidential, or which – to a reasonable person familiar with the disclosing Party’s business and the industry in which it operates – is of a proprietary or confidential nature. During the term of this Agreement and following three (3) years after its termination, each Party will not disclose any such Confidential Information except as set forth herein. The receiving Party shall hold in confidence, and shall not disclose (or permit or suffer its personnel to disclose) any Confidential Information to any person or entity except to its directors, officers, employees, outside consultants, or advisors (“Representatives”) who have a need to know such Confidential Information in the course of the performance of their duties and who are bound by a duty of confidentiality no less protective than this Agreement. The receiving Party and its Representatives shall use such Confidential Information only for the purpose for which it was disclosed. The Parties expressly agree that the terms of this Agreement are Confidential Information and Licensee further agrees that it shall not use the services for conducting comparative analysis, evaluations, or product benchmarks with respect to the services without Menditect’ prior written approval.

3.2. Exclusions. Information will not be deemed Confidential Information hereunder if such information: (i) is known prior to receipt from the disclosing Party, without any obligation of confidentiality; (ii) becomes known to the receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (iii) becomes publicly known or otherwise publicly available, except through a breach of this Agreement; or (iv) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information. The receiving Party may disclose Confidential Information pursuant to the requirements of applicable law or court order, provided that, where legally permitted, it gives the disclosing Party reasonable prior written notice.

3.3. Injunctive Relief. Both Parties acknowledge that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which damages may be inadequate. Therefore, the disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available under applicable law.

4 Warranties; "AS IS" Disclaimer

4.1. General Representation. Each Party represents and warrants that: (i) it has the legal power to enter into and perform under this Agreement; and (ii) it will comply with all laws and regulations in the performance of this Agreement.

4.2. AI Output Disclaimer and Non-Production Environments. Licensee acknowledges that AI-generated recommendations, test generation logic, assertions, test steps, and automated actions executed via MTA exploratory or MCP integrations are probabilistic, experimental, and advisory in nature. Licensee is solely responsible for reviewing, validating, and verifying the correctness, safety, and suitability of all test operations executed or proposed by the AI. MTA exploratory is intended strictly for development, test, and sandbox environments; Licensee agrees not to execute destructive exploratory test actions against live production environments. Menditect disclaims all liability for unintended data modifications, data loss, or system disruptions resulting from AI-driven exploratory test execution.

4.3. No Warranty / "AS IS". MTA EXPLORATORY IS PROVIDED STRICTLY "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MENDITECT DISCLAIMS ALL STATUTORY, EXPRESS, OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MENDITECT DOES NOT REPRESENT OR WARRANT THAT MTA EXPLORATORY WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR ACCURATE.

5 Limitation of Liability

5.1. Consequential Damage Exclusion. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY.

5.2. Total Liability Cap. BECAUSE MTA EXPLORATORY IS PROVIDED FREE OF CHARGE, MENDITECT’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL IN NO EVENT EXCEED €0.00 (OR THE MINIMUM NOMINAL AMOUNT PERMITTED UNDER MANDATORY APPLICABLE LAW).

6 Term, Termination, and Suspension

6.1. Term and Acceptance. Acceptance of this Agreement occurs, and this Agreement formally commences, on the date Licensee submits a request for a free exploratory license (such as by submitting a license request form, registering for a free license key, or clicking "I Agree" during the license request flow). This Agreement remains in effect until terminated in accordance with Section 6.2 below.

6.2. Termination and Suspension. Licensee may terminate this Agreement at any time simply by ceasing all access and use of MTA exploratory and deleting any local components. Menditect may immediately suspend, throttle, restrict, or terminate access to MTA exploratory at any time, for any reason or no reason, including upon detection of suspected abuse, unauthorized automated testing, quota circumvention, or violation of Section 2 (Access), upon notice or electronic notification.

6.3. Effect of Termination. Licensee shall immediately cease all use of MTA exploratory upon termination. All provisions which by their nature should survive termination (including Ownership, Confidentiality, Disclaimers, Limitation of Liability, and Indemnification) shall survive.

7 Ownership; Licensee Data; Data Protection; Security

7.1. Ownership of MTA exploratory and Usage Data. Menditect retains all right, title, and interest in and to MTA exploratory, its technology, Documentation, and all Usage Data, telemetry, and aggregated analytics derived from the use of MTA exploratory.

7.2. Ownership of Licensee Data and Application Model; No AI Model Training. Licensee retains ownership of its Licensee Data and Application Models. Menditect shall not use Licensee’s Application Models, proprietary code, prompts, or Licensee Data to train foundation AI models or third-party Large Language Models without Licensee’s prior written consent.

7.3. Licensee Responsibility for Test Data. Licensee is solely responsible for the accuracy, integrity, and quality of Licensee Data and test objects used in MTA exploratory and the Mendix Application.

7.4. Testing Tool Scope and Backups. Licensee acknowledges that MTA exploratory is an exploratory testing tool and not a persistent data storage repository for Licensee's Application databases or business records. Licensee is solely responsible for maintaining appropriate backups of its own applications, databases, and test environments before conducting exploratory testing.

7.5. Data Protection. Each Party warrants that it shall comply with its obligations under applicable data protection legislation (including the GDPR / Regulation (EU) 2016/679). To the extent Menditect processes any personal data contained within Licensee Data on behalf of Licensee as a data processor, Menditect shall: (i) process such data only in accordance with Licensee's documented instructions and this Agreement; (ii) implement appropriate technical and organizational measures to protect personal data; (iii) ensure personnel authorized to process personal data are bound by confidentiality obligations; and (iv) delete or return personal data upon termination of services, unless retention is required by law.

7.6. Security Safeguards. Menditect maintains appropriate administrative, physical, and technical safeguards designed to protect the security and integrity of MTA exploratory services.

7.7. Incident Management and Breach Notification. Menditect maintains incident response procedures to evaluate and address suspected unauthorized access to Licensee Data located on Menditect systems (“Incident”). In the event Menditect confirms a security breach compromising Licensee Data on Menditect systems, Menditect will inform Licensee without undue delay in accordance with applicable data protection laws.

7.8. Telemetry, Abuse Detection, and Marketing. In connection with MTA exploratory: (a) Abuse Monitoring and Service Integrity: Menditect may monitor query patterns, prompt frequency, session durations, and API telemetry in real-time to ensure adherence to AI Supported Exploratory Testing guidelines and to detect abusive or unpermitted high-volume automated testing. Menditect reserves the right to automatically rate-limit, restrict, or suspend accounts exhibiting suspicious activity or policy violations. (b) Marketing and Communications: Menditect may use contact information provided during registration or use, together with high-level user engagement statistics, to provide relevant product information, updates, surveys, and commercial offers. Users may opt out of promotional emails via standard unsubscribe mechanisms without affecting essential administrative communications.

8 Indemnification

8.1. Licensee Indemnification. Licensee shall defend, indemnify, and hold harmless Menditect and its officers, directors, employees, and agents against any third-party claims, demands, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) Licensee Data; (ii) Licensee’s testing activities, executions, or unintended modifications in its applications or databases; or (iii) Licensee’s breach of Section 2 (Access and License Restrictions).

8.2. Indemnification Procedure. Menditect shall promptly notify Licensee in writing of any claim subject to indemnification and allow Licensee reasonable control over the defense, provided no settlement imposing liability or financial obligation on Menditect shall be made without Menditect's prior written consent.

9 General Provisions

9.1. Export Compliance. MTA exploratory and related technology may be subject to export laws and regulations of the European Union, United States, and other jurisdictions. Each Party represents that it is not named on any denied-party list.

9.2. Anti-Corruption. Licensee agrees that it has not received or been offered any illegal bribe, kickback, or improper payment in connection with this Agreement.

9.3. Entire Agreement and Precedence. This Agreement contains the entire agreement between the Parties with respect to MTA exploratory under a free license, and supersedes all prior proposals, understandings, representations, warranties, and communications relating thereto. In the event of any conflict, discrepancy, or inconsistency between the terms of this Agreement and the general Menditect End User License Agreement (or any click-through terms accepted during download, installation, or marketplace acquisition of the underlying software), the terms and conditions of this Agreement shall specifically govern, control, and supersede with respect to any access, evaluation, or use under a free exploratory license.

9.4. Assignment. Neither Party may assign its rights or delegate its obligations without prior written consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets.

9.5. Disputes. The Parties shall attempt in good faith to resolve any dispute concerning the Agreement prior to initiating litigation.

9.6. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Netherlands, without regard to conflict of laws principles. The competent courts in Utrecht, The Netherlands, shall have exclusive jurisdiction over any dispute arising under or in connection with this Agreement.

Contracting Menditect Entity	Notice Address	Governing Law	Exclusive Jurisdiction
Menditect B.V.	Databankweg 12G, 3821 AL, Amersfoort, The Netherlands	Dutch Law	Utrecht, The Netherlands

9.7. Notices. Notices under this Agreement shall be in writing and delivered by email. Notices to Menditect shall be sent to info@menditect.com. Notices to Licensee shall be sent to the email address associated with the account.

9.8. Relationship of the Parties. Menditect and Licensee are independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, or agency relationship.

9.9. Force Majeure. Neither Party shall be liable for delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, labor disputes, power/telecommunication failures, or denial of service attacks.

9.10. Modifications to MTA exploratory and Terms. Menditect may modify or update features of MTA exploratory or update these terms from time to time. Continued access or use of MTA exploratory following any update constitutes Licensee’s acceptance of the revised terms.

9.11. Publicity. Licensee grants Menditect a non-exclusive license during the term of this Agreement to include Licensee’s name and logo in customer lists and marketing materials, subject to standard trademark guidelines.

9.12. Waiver and Severability. Failure to enforce any provision shall not constitute a waiver. If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10 Questions or Additional Information

If You have questions regarding these Terms of Use or wish to obtain additional information, please contact us via www.menditect.com/contact/