Last updated October 17, 2011
2. Your Responsibilities
You are responsible for all activity occurring under Your accounts. You shall abide by all applicable laws, treaties and regulations in connection with Your use of the Service, including, without limitation, those related to data privacy, international communications and the transmission of technical or personal data. You shall treat the account information, access and identification codes as confidential and with due care. You shall: (i) notify Mendix immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Mendix immediately and use reasonable efforts to stop immediately any copying or distribution of (parts of) Services that is known or suspected by You (iii) not impersonate another Mendix User or provide false identity information to gain access to or use the Service.
3. Your Intellectual Property Rights
4. Mendix’s Intellectual Property Rights
5. Privacy & Security
Mendix’s privacy and security policies may be viewed at http://www.mendix.com/privacy-policy. Mendix reserves the right to modify its privacy and security policies in its discretion from time to time. By providing Mendix Your email address You consent to our using the email address to send You Service-related notices, including any notices required by law, changes to features of the Service and special offers. Mendix’s implementation, development and operations teams shall have the right to access and use Your account information, and Customer Data for the purpose of delivery of the Service, respond to service or technical problems, on Your request, or to provide Professional Services. Mendix shall be entitled to change the account, access- and identification codes assigned.
6. Free Community Edition; Trial Period
7. Representations & Warranties
Mendix shall implement commercially reasonable technical and organizational measures to secure availability, confidentiality and integrity with respect to the Services, the Customer Data and personal information. However, unless explicitly otherwise agreed in writing between Parties, the Services are provided on an “as is” and “as available” basis, without warranties of any kind and the Services are accessed or used by You at Your own risk and without any right to support, maintenance, updates or any other services. Mendix and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Service. Mendix and its licensors do not represent or warrant that (a) the use of the Service will be secure, timely, uninterrupted or error-free of operate in combination with any other hardware, software, system or data (b) the Service will meet Your requirements or expectations, (c) any stored data will be accurate or reliable, (d) the quality of any products, services, information, or other material purchased or obtained by You through the Service will meet Your Requirements or expectations, (e) errors or defects will be corrected, or (f) the Service or the server(s) that make the Service available are free of viruses or other harmful components. All conditions, representations and warranties, whether express, implied statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by Mendix and its licensors. The Service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Mendix is not responsible for any delays, delivery failures, or other damage resulting from such problems.
Mendix shall not be responsible for any Customer Data. You, not Mendix, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Mendix shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Mendix reserves the right to establish or modify its general practices and limits relating to storage of Customer Data. You represent and warrant that You have not falsely identified yourself nor provided any false information to gain access to the Service.
8. Limitation of Liability
Mendix may give notice by means of a general notice on the Service, electronic mail to Your e-mail address on record in Mendix’s account information, or by written communication sent by first class mail or pre-paid post to Your address on record in Mendix’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Mendix (such notice shall be deemed given when received by Mendix) at any time by any of the following: letter sent by confirmed facsimile to Mendix at the following fax number: +31 10 2760435; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Mendix at the following address: Mendix Inc, Congress Street 374 suite 306, Boston, MA, 02201, United States, in either case, addressed to the attention of: Chief Executive Officer.
11. Assignment; Change in Control
12. Force Majeur
Mendix shall not be bound to fulfill any obligation if prevented from doing so by force majeure. Insofar as not already included, force majeure shall further mean instances of strikes, company sit-ins, blockades, embargoes, government measures, war, revolution and/or any similar state, power failures, faults in electronic communication lines, cable breaks, fires, explosions, water damage, lightning damage, natural disasters, flooding and/or earthquake, shortage of and/or sickness of personnel and non-fulfillment by suppliers of Mendix or force majeure on the part of suppliers of Mendix.
13. Pricing & Delivery Times
All agreed prices and rates may be increased on 1 January each in accordance with the most recently published price index published by Statistics Netherlands (CBS) for collectively bargained wages in the business services sector. These price increases give You no right to cancel the Agreement. Mendix reserves the right to increase the agreed prices and rates once a year over and above the annual price index-linking subject to notification of You at least four weeks in advance. All delivery times, cost estimates and budgets issued by the Mendix shall be merely indicative, unless explicitly otherwise agreed in writing between the Parties.
15. Modification to Terms
16. Final Provisions
“Agreement”, “Contract”: the arrangements agreed in a form or a document or in some other way, under which Mendix will deliver the Services or any other products or services defined therein.
“Content”: the audio and visual information, documents, software, products, services, proprietary tools, source code samples, generic templates and reusable components, App Store content, libraries, know-how, techniques and expertise, (i) contained or made available to you in the course of using the Service, or (ii) used or developed by Mendix in the course of developing or delivering Customer Deliverables.
“Customer Data”: any data, information or material, including posts, comments, documents, project information, models, applications, templates, code, widgets, themes, application data, user information and account information, provided, submitted, created, saved, added, uploaded or made available by You to the Service in the course of using or accessing the Service, except Services (or parts thereof) and Feedback.
“Customer Deliverables”: means deliverables that are provided by Mendix as part of Professional Services that: (i) constitute Customer Data, or a modification, translation, abridgment or adaptation of Customer Data, or (ii) are expressly identified as being owned by You in the applicable Order Form or SOW, The term “Customer Deliverable(s)” does not include Content.
“Feedback”: any suggestions, ideas, enhancement (requests), recommendations or other feedback provided by You or any other party relating to the Services.
“Mendix”, “Us”, “Our”, “We”: “Mendix Inc.” (a corporation under the law of the United States of America), “Mendix Technology Ltd.” (a limited liability company under the law of the United Kingdom), “Deltalogica B.V.”, “Mendix Technology B.V.”, “Mendix B.V.”, “Mendix International B.V.” (private limited liability companies under Dutch law), “Mendix SA (PTY) Ltd.” (a limited liability company under the law of South Africa) and/or any affiliated or subsidiary company.
“Party”, “Parties”: You or Mendix individually (‘Party’) or together (‘Parties’).
“Service”, “Services”: means all products, services of Mendix, including but not limited to Sprintr and our websites, Business Modeler, Business Server, Team Server, Cloud Portal, App Store, (mobile) Apps, Content (as defined above), applications, other software, Support Portal, Forum, Partner Portal, (cloud) hosting services, platform as a service, documentation and manuals, except Customer Data.
“You”, “User(s)”: anyone who entered into an Agreement with Mendix or uses or accesses a Service of Mendix, including Your employees, representatives, consultants, contractors or agents who are authorized to use or access the Service of Mendix or have been supplied user identifications and passwords by You (or by Mendix at Your request), even if no charge is due or registration is needed.
18. Questions or Additional Information