Last updated March 19, 2024

1. Scope

1.1 This website (the “Mendix Website”) is owned and operated by Mendix Technology B.V., and references to ‘we’, ‘us’, or ‘our’ throughout these Terms of Use pertain to Mendix Technology B.V., its affiliated companies and subsidiaries, including, but not limited to, subsidiaries, sister companies, and other entities within the Siemens AG group of companies. Ownership of the Mendix Website and any services or content provided herein may be distributed among various entities within the Siemens AG group of companies. These entities collectively contribute to the operation and maintenance of the Mendix Website. Any use of Mendix Website is subject to these Terms of Use. These Terms of Use may be amended, modified or replaced by other terms and conditions, e.g. for the purchase of products and services. With log-in, or where a log-in is not required, in accessing or using the Mendix Website these Terms of Use are accepted in their then current version.

1.2 The Mendix Website aims at companies or public enterprises, such companies or enterprises are represented by the user and must assume that the user has appropriate knowledge and acts accordingly.

2. Services

2.1 This Mendix Website contains specific information and software, as well as – as the case may be – related documentation, for viewing or downloading.

2.2 Mendix may stop the operation of the Mendix Website in full or in part at any time. Due to the nature of the internet and computer systems, Mendix cannot accept any liability for the continuous availability of the Mendix Website.

3. Password

3.1 Some pages of the Mendix Website may be password protected. In the interest of safety and security of the business transactions, only registered users may access said pages. Mendix reserves the right to deny registration to any user. Mendix particularly reserves the right to determine certain sites, which were previously freely accessible, subject to registration. Mendix is entitled, at any time and without obligation to give reasons, to deny the user the right to access the password-protected area by blocking its User Data (as defined below), in particular if the user:

• uses false data for the purpose of registration;
• violates these Terms of Use or neglects its duty of care with regard to User Data;
• violates any applicable laws in the access to or use of the Mendix Website; or
• did not use the Mendix Website for a longer period of time.

3.2 For registration the user shall give accurate information and, where such information changes over time, update such information (to the extent possible: online) without undue delay. The user shall ensure that its e-mail address, as supplied to Mendix, is current at all times and an address at which the user can be contacted.

3.3 Upon registration the user will be provided with an access code, comprising a User ID and a password (“User Data”). On first access the user shall promptly change the password received from Mendix into a password known only to the user. The User Data allows the user to view or change its data or, as applicable, to withdraw its consent to data processing.

3.4 The user shall ensure that User Data is not accessible by third parties and is liable for all transactions and other activities carried out under its User Data. At the end of each online session, the user shall log-off from the password protected websites. If and to the extent the user becomes aware that third parties are misusing its User Data the user shall notify Mendix thereof without undue delay in writing, or, as the case may be, by e-mail.

3.5 After receipt of the notice under paragraph Access by the user will only be possible again upon the user’s application to Mendix or upon new registration.

3.6 The user may at any time request termination of its registration in writing, provided that the deletion will not violate the proper performance of contractual relationships. In such event Mendix will remove all User Data and other stored personally identifiable data of the user as soon as these data are no longer needed.

4. Right of use to Information, Software and Documentation

4.1 The use of any information, software and documentation made available on or via this Mendix Website is subject to these Terms of Use or, in case of updating information, software or documentation, subject to the applicable license terms previously agreed to with Mendix. Separately agreed to license terms, for example software downloads, shall prevail over these Terms of Use.

4.2 Mendix grants the user a non-exclusive and non-transferable license, which may not be sublicensed, to use the information, software and documentation made available to the user on or via the Mendix Website to the extent agreed, or in the event of no such agreement to the extent of the purpose intended by Mendix in making the same available.

4.3 Software shall be made available at no expense in object code. There shall be no right for the source code to be made available. This shall not apply to source code related to open source software, which license conditions take priority over these Terms of Use in the case of transfer of open source software and which conditions require the making available of the source code. In such case Mendix shall make the source code available in return for the payment of costs.

4.4 Information, software and documentation may not be distributed by the User to any third party at any time nor may it be rented or in any other way made available. Unless such is allowed by mandatory law, the User shall not modify the software or documentation nor shall it disassemble, reverse engineer or decompile the software or separate any part thereof. The User may make one backup copy of the software where necessary to secure further use in accordance with these Terms of Use.

4.5 The information, software and documentation are protected by copyright laws as well as international copyright treaties as well as other laws and conventions related to intellectual property. The User shall observe such laws and in particular shall not modify, conceal or remove any alphanumeric code, marks or copyright notices either from the information nor from the software or documentation, or any copies thereof.

5. Intellectual Property

5.1 Notwithstanding the particular provisions of § 4 of these Terms of Use, information, brand names and other contents of the Mendix Website may not be changed, copied, reproduced, sold, rented, used, supplemented or otherwise used in any other way without the prior written permission of Mendix.

5.2 Except for the rights of use and other rights expressly granted herein, no other rights are granted to the User nor shall any obligation be implied requiring the grant of further rights. Any and all patent rights and licenses are expressly excluded.

5. 3 Mendix may, without charge, use any ideas or proposals stored by a User on the Mendix Website for the development, improvement and sale of its products.

6. Duties of the User

6. 1 In accessing or using the Mendix Website the User shall not

• breach public morality in its manner of use;
• violate any intellectual property right or any other proprietary right;
• upload any contents containing a virus, so-called Trojan Horse, or any other program that could damage data;
• transmit, store or upload hyperlinks or contents to which the User is not entitled, in particular in cases where such hyperlinks or contents are in breach of confidentiality obligations or unlawful; 0r
• distribute advertising or unsolicited emails (so-called “spam”) or inaccurate warnings of viruses, defects or similar material and the User shall not solicit or request the participation in any lottery, snowball system, chain letter, pyramid game or similar activity.

6.2 Mendix may deny access to the Mendix Website at any time, in particular if the User breaches any obligation arising from these Terms of Use.

7. Hyperlinks

The Mendix Website may contain hyperlinks to the web pages of third parties. Mendix shall have no liability for the contents of such web pages and does not make representations about or endorse such web pages or their contents as its own, as Mendix does not control the information on such web pages and is not responsible for the contents and information given thereon. The use of such web pages shall be at the sole risk of the User.

8. Liability of defects for title or quality

8.1 Insofar as any information, software or documentation is made available at no cost, any liability for defects as to quality or title of the information, software and documentation especially in relation to the correctness or absence of defects or the absence of claims or third party rights or in relation to completeness and/or fitness for purpose are excluded except for cases involving willful misconduct or fraud.

8.2 The information on the Mendix Website may contain specifications or general descriptions related to the technical possibilities of individual products which may not be available in certain cases (e.g. due to product changes). The required performance of the product shall therefore be mutually agreed in each case at the time of purchase.

9. Other Liability, Viruses

9.1 The liability of Mendix for defects in relation to quality and title shall be determined in accordance with the provisions of § 8 of these Terms of Use. Any further liability of Mendix is excluded unless required by law, e.g. in cases of willful misconduct, gross negligence, personal injury or death, failure to meet guaranteed characteristics, fraudulent concealment of a defect or in case of breach of fundamental contractual obligations. The damages in case of breach of fundamental contractual obligations is limited to the contract-typical, foreseeable damage if there is no willful misconduct or gross negligence.

9.2 Although Mendix makes every endeavor to keep the Mendix Website free from viruses, Mendix cannot make any guarantee that it is virus-free. The User shall, for its own protection, take the necessary steps to ensure appropriate security measures and shall utilize a virus scanner before downloading any information, software or documentation.

9.3 § 9.1 and 9.2 do not intend nor imply any changes to the burden of proof to the User’s disadvantage.

10. Compliance with Export Control Regulations

10.1 If the User transfers information, software and documentation provided by Mendix to a third party, the User shall comply with all applicable national and international (re-) export control regulations. In any event of such transfer the User shall comply with the (re-) export control regulations of The Netherlands, of the Federal Republic of Germany, of the European Union and of the United States of America.

10.2 Prior to any such transfer to a third party the User shall in particular check and guarantee by appropriate measures that

• there will be no infringement of an embargo imposed by the European Union, by the United States of Marica and/or by the United Nations by such transfer or by provision of other economic resources in connections with information, software and documentation provided by Mendix, also considering the limitations of domestic business and prohibitions of by-passing those embargos;
• such information, software and documentation provided by Mendix are not intended for use in connection with armaments, nuclear technology or weapons, if and to the extent such use is subject to prohibition or authorization, unless requires authorization is provided;
• the regulations of all applicable Sanctioned Party Lists of the European Union and the United States of America concerning the trading with entities, persons and organizations listed therein are considered.

10.3 If required to enable authorities or Mendix to conduct export control checks, the User, upon request by Mendix, shall promptly provide Mendix with all information pertaining to the particular end-user, the particular destination and the particular intended use of information, software and documentation provided by Mendix, as well as any export control restrictions existing.

10.4 The User shall indemnify and hold harmless Mendix from an against any claim, proceeding, action, fine, loss, cost and damages arising out of or relating to any noncompliance with export control regulations by the User, and the User shall compensate Mendix for all losses and expenses resulting thereof, unless such noncompliance was not caused by fault of the User. This provision does not imply a change in burden of proof.

10.5 Mendix’ obligation to fulfill an agreement is subject to the proviso that the fulfillment is not prevented by any impediments arising out of national and international foreign trade and custom requirements or any embargos or other sanctions.

11. Supplementary Agreements, Place of Jurisdiction, Applicable Law

11.1 Any supplementary agreement requires the written form.

11.2 The place of jurisdiction shall be Rotterdam, the Netherlands.

11.3 The individual pages of the Mendix Website are operated and administrated by Mendix Technology B.V. and/or its affiliates. The pages comply with the law applicable in the country where the responsible company has its business residence. Mendix makes no representation that information, software and/or documentation on the Mendix Website are appropriate or available for viewing or downloading at locations outside such country. If Users access Mendix Website from outside such country, they are exclusively responsible for compliance with all applicable local laws. Access to Mendix Website’s information, software and/or documentation form countries where such content is unlawful is prohibited. In this case and where the User seeks to do business with Mendix, the User should contact the Mendix representative for the particular country for country specific business.

11.4 These Terms of Use shall be governed by – and all disputes relating to or in connection with these Terms of Use or their subject matter shall be resolved in accordance with – the laws of The Netherlands, to the exclusion of its conflict of laws rules. The application of the United Nations Convention on Contracts for the International Sales of Goods (CISG) of 11 April 1980 is excluded.

(version dated 19 March 2024)

 

Last updated July 16, 2021

If an executed agreement exists between the legal entity on whose behalf you’re accessing the Services (as defined below) and Mendix or a Mendix authorized distributor/reseller, at any time regarding the Services, the terms of that agreement shall supersede these Terms of Use in its entirety, except that Section 6 and the Mendix Privacy Policy shall continue to govern the use of data submitted by you during the registration process for the Services. Upon termination of that agreement you have the right to continue to use the Service under these Terms of Use.

By using the products and (online) services of Mendix (collectively the “Service”), You signify and agree to be bound by these Terms of Use, unless an executed agreement already exists as stated above. Conditions of purchase or other conditions of You and/or third parties or additions to or deviations from these Terms of Use shall only apply when explicitly agreed in writing between the Parties. These Terms of Use apply to all Services of Mendix and all Services included therein.

If You are entering into these Terms of Use on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to these Terms of Use or any other terms and conditions, in which case the terms “You” or “Your” shall refer to such entity.

For reference, a Definitions section is included at the end of these Terms of Use.

1. License

Mendix hereby grants You a non-exclusive, non-transferable right to use the Service, solely for Your own internal business purposes, subject to these Terms of Use. All rights not expressly granted to You are reserved by Mendix and its licensors. You may not use the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes, or disclose the results of any such benchmark to any third party. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit the Service in any way; (ii) modify or make derivative works based upon the Service; (iii) remove or modify any markings or notices of proprietary rights in the Service; (iv) reverse engineer the Service; (v) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (vi) send or store infringing, obscene, hreatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (vii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (viii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (ix) attempt to gain unauthorized access to the Service or its related systems or networks. You consent to use the Service in accordance with any technical- and usage limitations, including but not limited to the number of users, number of applications, disk storage, RAM, number and type of integrations, geography and traffic. During the term of the Agreement and for a period of three years following its termination, Mendix may, after 30 days advance written notice, inspect and audit Your records to verify compliance with the Agreement, these Terms of Use and other terms and conditions. You agree to cooperate with the audit, provide us with reasonable assistance and access to information.If required to enable authorities or Mendix to conduct export control checks, You, upon request by Mendix, shall promptly provide Mendix with all information pertaining to the particular end customer, the particular destination and the particular intended use of goods, works and services provided by Mendix, as well as any export control restrictions existing.

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 export control, 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 and shall not share any production, confidential or personal data. 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

As between Mendix and You, You own all rights, title and interest, including all related intellectual or industrial property rights, in and to any Customer Data & Customer Deliverables and Mendix hereby assigns and transfers to You any rights, title or interest Mendix may acquire in any Customer Deliverables upon receipt of payment in full from You. Subject to these Terms of Use, and during the term for which You have a right to use the Service, Mendix hereby grants You a limited, non-exclusive, non-transferable and terminable license to use any Content incorporated in the Customer Deliverables, solely in connection with Your authorized use of the Service.

4. Mendix’s Intellectual Property Rights

Mendix alone, and its licensors where applicable, shall own all right, title and interest, including all related intellectual or industrial property rights, in and to all Services of Mendix (including all its algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) and any Feedback. These Terms of Use are not a sale and does not convey to You any rights of ownership in or related to the Service or the intellectual property rights owned by Mendix. The Mendix name, the Mendix logo, and the product names associated with the Service are trademarks of Mendix or third parties, and no right or license is granted to use them. Mendix may use Your logos and reference Your name and the nature of the Services provided hereunder in Mendix marketing efforts, including on the Mendix web site.

5. Export control

Mendix’s obligations under these Terms of Use are conditioned upon Your compliance with, and for which You agree to comply with, all applicable export and re-export controls, embargoes, and economic and trade sanctions laws and regulations, including in any event, those of the United States and the European Union (“Export Laws”) , also considering the limitations of domestic business and prohibitions of by-passing those embargos. You represent that Your  content is non-controlled (e.g. in the E.U. or The Netherlands (AL = N) or in the U.S. (ECCN = N or EAR99) and that any Service made available hereunder and any derivatives thereof will not be (i) used or accessed by a Sanctioned Person, (ii) exported, re-exported (including any ‘deemed exports’), shipped, distributed, delivered, sold, resold, supplied, or otherwise transferred, directly or indirectly, to any Sanctioned Person or otherwise in a manner contrary to the Export Laws, (iii) used for any purpose prohibited by the Export Laws, or (iv) unless expressly authorized by MENDIX in writing, used for non-civilian purposes (e.g. armaments, nuclear technology, weapons, any other usage in the field of defense and military). Without limiting the foregoing, You represent and warrant that (i) it is not a Sanctioned Person, and (ii) it will not download or otherwise access, or facilitate a third party’s download or access of, any offering delivered by Mendix or works and services (including all kinds of technical support) performed by Mendix from a Sanctioned Country. You  will, at least once per year, review and update your list of Users who have access to an account and confirm that no such User is a Sanctioned Person and that all such Users may continue to access the Service in compliance with Export Laws. Mendix may conduct the necessary Export Laws checks and, upon request, You will promptly provide Mendix with any necessary information.

In the event You fail to comply with any provision of this Section or violate any Export Laws in connection with the Service Mendix will have the right to take action in accordance with these  Terms of Use and as required by U.S. law or the applicable law.

Information Disclosure. If You disclose to Mendix any information that is (i) Covered Defense Information or Controlled Unclassified Information as defined in U.S. Government regulations or (ii) subject to Export Laws that require controlled data handling,You will notify Mendix personnel in advance of each instance of disclosure and will use the notification tools and methods specified by Mendix.

Right to Withhold Performance. Mendix will not be obligated to perform under this Terms of Use if such performance is prevented by any impediments arising out of national or international foreign trade or customs requirements or any embargoes or other sanctions including, but not limited to, embargoes or other sanctions imposed by the United Nations, the European Union, or the United States

6. Privacy & Security

Mendix’s privacy and security policies may be viewed at https://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.

7. Free Community Edition; Trial Period

Mendix may offer a portion or specific editions of the Service (e.g. Sprintr Community Edition, Mendix Business Modeler, Mendix AppStore) free of use. It is under sole discretion of Mendix to specify the conditions for free use and Mendix deems the right to modify these conditions of free use at any time. For non-free portions or Editions of the service (e.g. Sprintr Premium Edition, Mendix Cloud Slots), the Service may be made available to You for an initial free trial period of up to thirty days from Your acceptance of these Terms of Use. If You do not purchase a paid subscription for the Service from Mendix prior to the conclusion of the free trial period, Your access to these non-free portions of the Service will be suspended and any Customer Data that is uploaded to these non-free portions of the Service may be deleted. If You wish to continue using the Service, You must contact Mendix and purchase a paid subscription for Your continued use of such Service.

8. 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.

9. Limitation of Liability

IN NO EVENT SHALL MENDIX’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICE AND/OR THESE TERMS OF USE AND/OR ANY AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU TO MENDIX TO USE THE SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE CLAIM. IN NO EVENT SHALL MENDIX AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OR COSTS OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, GOODWILL, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE AND/OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF MENDIX AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE REASONABLY FORESEEN THEM. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS.

10. Indemnification

You shall defend, indemnify and hold harmless Mendix, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents from and against any and all claims, proceedings, actions, fines, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) any noncompliance with export control regulations (ii) a (alleged) claim that You violate any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iii) a claim arising from the breach by You or Your Users of the Agreement or these Terms of Use or any law, rule, regulation or treaty; (iv) third-party claims on account of product liability due to a deficiency in a Service delivered by You to a third party that consisted in part of hardware, software, websites, databases or other materials supplied by Mendix.

11. Notice

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 Technology B.V., 5de verdieping,  Wilhelminakade 197, 3072 AP Rotterdam , Netherlands, in either case, addressed to the attention of: Chief Executive Officer.

12. Assignment; Change in Control

Neither Agreements nor (the rights delivered from) these Terms of Use may be transferred or assigned by You without the prior written approval of Mendix. The obligations arising from these Terms of Use and/or Agreements may be assigned by Mendix without notice to You and without Your consent. Any transfer or assignment in violation of this section shall be null and void. Any actual or proposed change in control of You that results or would result in a direct competitor of Mendix directly or indirectly owning or controlling 50% or more of You shall entitle Mendix to terminate the Agreement or (any rights delivered from) these Terms of Use for cause immediately upon written notice.

13. 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.

14. Termination

You agree that Mendix may terminate the providing of any gratuitous Services at any time, for any reason and without prior notice. You agree that Mendix shall not be liable to You and/or any third party for any modification, suspension, or termination of the Service. The following Sections shall survive the termination and/or expiration of this Agreement: Sections 3 (Your Intellectual Property Rights); 4 (Mendix ’s Intellectual Property Rights); 8 (Representations & Warranties); 9 (Limitation of Liability); 10 (Indemnification); and 16 (Final Provisions).

15. Modification to Terms

Mendix reserves the right to modify these Terms of Use and its policies relating to the Service at any time and without notice, effective upon posting of an updated version of these Terms of Use on the Service. You are responsible for regularly reviewing these Terms of Use. Continued use of the Service after any such changes shall constitute Your consent to such changes.

16. Final Provisions

Dutch law shall govern Agreements and these Terms of Use. The application of the United Nations Convention on Contracts for the International Sale of Goods 1980 is excluded under all circumstances. Any disputes between Parties arising from or related to Agreements or or these Terms of Use shall be exclusively submitted to a court of law with jurisdiction in Rotterdam, The Netherlands. These Terms of Use, together with any other legal notices and Agreements shall constitute the entire Agreement between You and Mendix concerning the delivery of Services. If (parts of) provisions in these Terms of Use, Agreements or annexes are or become unlawful, invalid or unenforceable, the surviving provisions or the valid part of the invalid provision shall remain fully in force and enforceable, without any consequences for the other obligations of Parties. The unlawful, invalid or unenforceable provision shall be deemed replaced by a provision that as far as possible has the same legal and commercial purport.

17. Definitions

“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”: any activity of “Siemens Industries Software Inc.” (a corporation under the law of the United States of America), including, but not limited to “Mendix Technology B.V.”( a private limited liability companies under Dutch law), or any affiliated or subsidiary company doing business as Mendix.

“Party”, “Parties”: You or Mendix individually (‘Party’) or together (‘Parties’).

“Professional Services”: fee based consulting, quality assurance or training services Mendix may perform pursuant to a statement of work (“SOW”) or Order Form issued pursuant to these Terms of Use. Each SOW or Order Form shall be deemed part of and subject to these Terms of Use.

“Sanctioned Country” means a country or territory that is itself the subject or target of any comprehensive trade or economic sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine).

“Sanctioned Person” means any person (i) listed in the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control or in any Export-Control-Related list of designated persons maintained by the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, any Member State of the European Union, or the United Kingdom; (ii) operating, organized, or resident in a Sanctioned Country; (iii) the government of, or acting for or on behalf of the government of, Venezuela or a Sanctioned Country; or (iv) owned or controlled by one or more such persons

“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, Marketplace, (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.

“Terms of Use”: these Terms of Use, together with the documents referred to in these Terms of Use.

“You”, “Your”, “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

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