Terms of Service

1. The agreement

These Terms of Service ("Terms") are an agreement between TestSapien LLC, a Wyoming limited liability company ("TestSapien", "we", "us"), and the business that signs up for or uses TestSapien ("Customer", "you"). They cover the TestSapien web application, APIs, test runners and related support (the "Service"), and the website at testsapien.com.

You accept these Terms by agreeing to them when you create an account, or by signing an Order that refers to them. If you accept them for a company, you confirm you have authority to bind it. The Service is for businesses only, not consumers. Our Data Processing Agreement ("DPA") and any order form or quote you sign with us (an "Order") form part of these Terms. If an Order conflicts with these Terms, the Order wins for that Order only.

2. Definitions

• Workspace: your account in the Service, holding your applications, test cases, environments, runs and settings.
• Customer Data: data you or your Authorized Users put into the Service or that the Service collects for you, including test cases, repository contents checked out for runs, environment settings, and Evidence.
• Target Environment: an application, website or system your tests run against.
• Evidence: screenshots, videos, traces, logs and results the Service records when it runs a test.
• Connected Service: a third-party service you link to your Workspace, such as GitHub, Azure DevOps or Jira.
• Authorized User: a person you allow to use the Service under your account, such as your employees and contractors.

3. Accounts and Authorized Users

You are responsible for your Authorized Users, for keeping sign-in credentials secure, for the roles you give them, and for everything done under your account. Tell us promptly at hello@testsapien.com if you suspect unauthorized access. You must give accurate account and billing information and keep it current.

4. Target Environments and your authority

You may point the Service only at Target Environments you own or are authorized to test, and at Connected Services you are authorized to link. You are responsible for any credentials you provide for them and for the permissions those credentials carry.

Your tests run as you write them. A test can create, change or delete data in a Target Environment, send messages, or trigger other effects there. You decide which tests run where, including against environments you mark protected, and you are responsible for those effects. Mark production environments protected and use test accounts and test data wherever you can.

5. Acceptable use

You will not, and will not let anyone else:

• run tests against any system you are not authorized to test, or use the Service for load, stress or denial-of-service testing of systems you do not own;
• use the Service to break the law, infringe others' rights, scrape websites against their terms, or harm the security of any system;
• use test runners for anything other than running tests, such as mining cryptocurrency or relaying traffic;
• probe, scan or test the Service's own security without our written permission, or interfere with its operation;
• reverse engineer the Service, except where the law allows it despite this restriction;
• resell the Service or provide it to others as a standalone product;
• use the Service to build a competing product.

We may suspend access that we reasonably believe breaks this section or threatens the Service or other customers. We will tell you why and restore access once the issue is resolved.

6. Plans, fees and payment

Plans, their limits and fees are set out on our Pricing page or in your Order. When your Workspace reaches a plan limit, the Service stops the action that would exceed it until you upgrade or the limit resets; it does not charge overage without your agreement. Team and Business start with a 14-day trial, once per Workspace. You give a payment method when the trial starts; unless you cancel before it ends, your subscription starts and the first fee is charged when the trial ends. There is no free plan.

Paid subscriptions are billed monthly or yearly in advance through our payment processor, Stripe, and renew automatically for the same period until cancelled. Fees do not include taxes; you pay any applicable sales, use, VAT or similar taxes other than taxes on our income.

Fees already paid are not refundable, except where these Terms or an Order say otherwise. If a payment fails and is not made within 15 days of our notice, we may suspend the Service until it is.

We may change list prices with at least 30 days' notice. Changes apply from your next billing period after the notice period. Prices locked in an Order do not change during the locked term.

7. Term, cancellation and termination

These Terms apply while you use the Service. You may cancel at any time; cancellation takes effect at the end of the current billing period. Either party may terminate for a material breach that is not fixed within 30 days of written notice. We may terminate immediately if you breach the Acceptable use section in a way that harms others. We may also stop offering the Service, or any part of it, with at least 60 days' notice; we will then refund prepaid fees for the period after it ends and give you the export period below.

After cancellation or termination, you can export your Customer Data for 30 days. After that we delete it as described in the DPA, unless the law requires us to keep it. Sections that by their nature should survive termination, including payment obligations, ownership, confidentiality, disclaimers, limitation of liability and indemnities, survive.

8. Ownership and your data

You keep all rights in Customer Data, including your test cases and the test code in your repositories. You give us a limited license to host, copy, process and display Customer Data only to provide, secure and support the Service, and as the DPA allows. We process personal data in Customer Data as your processor under the DPA.

We own the Service, including its software, templates and documentation, and all improvements to it. If you send us feedback or suggestions, we may use them without obligation to you.

We may use aggregated, de-identified data about how the Service is used, such as feature usage, run counts and performance metrics, to operate and improve the Service. This never includes the content of your tests, Evidence or personal data in Customer Data, and never identifies you or any person.

9. AI features

The Service does not offer AI features yet. When it does, we will add terms for them here with notice under the Changes section, list any AI provider on our Subprocessors page, and will not use Customer Data to train AI models.

10. Confidentiality

Each party will keep the other's non-public business, technical and customer information confidential, use it only to perform under these Terms, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from someone else. A party may disclose confidential information when required by law, after giving notice where the law allows.

11. Security

We maintain administrative, technical and physical safeguards designed to protect Customer Data, described on our Security page and in the DPA. We will notify you of a personal data breach affecting Customer Data as the DPA requires.

12. Early access

TestSapien is in early access. The Service and any feature labelled preview, beta or early access may change or be withdrawn, may be less reliable than a generally available product, and is provided as is.

13. Warranties and disclaimers

Each party confirms it has the authority to enter into these Terms. We will provide the Service with reasonable skill and care and will not materially reduce its core security protections during your subscription.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY TEST WILL DETECT EVERY DEFECT IN THE SOFTWARE IT TESTS.

14. Limitation of liability

TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THEIR POSSIBILITY. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS IS LIMITED TO THE GREATER OF THE FEES YOU PAID TO TESTSAPIEN IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND US$100.

These limits do not apply to your payment obligations, to your indemnity obligations, or to liability that cannot be limited by law. Our total liability under our intellectual property indemnity is limited to three times the fees you paid to TestSapien in the 12 months before the claim. Because you decide which tests run against which Target Environments, we are not liable for the effects of your tests on those environments, except to the extent they were caused by the Service running something materially different from what you asked it to run.

15. Indemnities

We will defend you against any third-party claim that the Service, as we provide it, infringes that party's intellectual property rights, and pay the resulting damages and costs finally awarded or agreed in settlement. If such a claim is made, we may modify the Service, obtain a license, or end your subscription and refund prepaid fees for the unused period. This does not cover claims caused by Customer Data or use of the Service in breach of these Terms.

You will defend us against any third-party claim arising from Customer Data, tests run against a Target Environment without the necessary authority, or your breach of the Acceptable use section, and pay the resulting damages and costs finally awarded or agreed in settlement.

The party seeking defense must notify the other promptly, give it control of the defense and settlement, and provide reasonable help. No settlement may impose obligations on the defended party without its consent.

16. Governing law and disputes

These Terms are governed by the laws of the State of Wyoming, without regard to its conflict of laws rules. The state and federal courts located in Wyoming have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party consents to them. Either party may seek injunctive relief in any court to protect its intellectual property or confidential information.

17. Changes to these Terms

We may update these Terms. For material changes, we will give at least 30 days' notice by email or in the Service before they take effect. If you do not agree, you may cancel before the change takes effect and, as an exception to the Term section, cancellation takes effect immediately and we will refund any prepaid fees for the period after cancellation. Continuing to use the Service after the effective date means you accept the updated Terms.

18. General

• Notices. We send notices to the email address on your account. Send notices to us at hello@testsapien.com.
• Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its relevant business.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations.
• Publicity. We will not name you as a customer without your permission.
• Export and sanctions. You will not use the Service in violation of US export controls or sanctions.
• No third-party beneficiaries. These Terms are only between you and TestSapien. Your Authorized Users and anyone else have no rights under them and may not enforce them.
• Entire agreement. These Terms, the DPA and any Orders are the entire agreement on their subject and replace earlier discussions. If a provision is unenforceable, the rest stays in effect. Not enforcing a provision is not a waiver. The parties are independent contractors.