The SmartBear Master Solutions Agreement (MSA) is the standard contract for every SmartBear product sold under an Order. It is published as the “Terms of Use” at smartbear.com and was last updated on 2026-02-02.[1] Earlier versions dated 2023-02-08 and 2024-10-15 are listed on SmartBear’s versions page.[7] A customer accepts the MSA by clicking “Agree”, signing an Order, issuing a purchase order against an Order, or simply using a Solution.[1]
The MSA covers both kinds of SmartBear product. Licensed Software is object code that the customer installs on its own infrastructure, such as TestComplete or ReadyAPI. SaaS covers hosted offerings such as Swagger and BugSnag.[3] Unless an Order or the Additional Solution Terms say otherwise, the same terms apply to both.[1]
Editions
The Agreement is a stack of documents. The definitions call the whole stack the “Agreement”: the MSA plus the Additional Solution Terms, the Solution Support Manual, the DPA where it applies, and the Policies.[3]
| Document | Role | Date shown |
|---|---|---|
| Master Solutions Agreement | Grant, fees, term, warranties, liability, governing law[1] | 2026-02-02 |
| Exhibit 1: Definitions | Defined terms, including User, Order and the SmartBear contracting entity[3] | None |
| Solution Specific Terms | Licence types, licence verification, AI terms, product-specific terms[2] | None |
| Acceptable Use Policy | Prohibited uses, including over-use and bypassing licence controls[4] | None |
| Support Manual | Support plans and exclusions[6] | 2026-08-18 |
| Trial Terms of Use | Separate agreement for trials and betas[5] | 2026-08-19 |
If documents conflict, the Order prevails, then the Agreement, then the Documentation. SmartBear disclaims customer purchase order and procurement-portal terms.[1] Catalog: Order prevails over the Agreement, which prevails over Documentation. The contracting party is SmartBear Software, Inc. for customers in the United States or Canada and SmartBear Ireland Limited elsewhere.[3]
Metrics
The MSA does not name metrics. An Order sets out “the access rights or license metrics”, the fees and the Order Term.[3] The Solution Specific Terms define the licence types an Order can refer to.[2]
- Licensed Software: Fixed (Named) License, Floating (Concurrent) License and Server Application License.
- SaaS: Fixed Access, Floating (Concurrent) Access, Usage-Based Access, Agent Compute Units and System Accounts.
A User is any individual the customer authorizes to use the Solutions. This includes an Account administrator and the employees, consultants, contractors and agents of the customer or its Affiliates.[3]
Counting / floors
Grant. SmartBear grants “a revocable, non-exclusive, non-transferable, non-sublicensable, limited right” to use the Solutions as specified in an Order, solely for the customer’s internal business operations by Users, during an Order Term.[1] Catalog: Use is limited to internal business operations by Users during the Order Term.
Users and credentials. Access credentials may not be shared and may be used only by the User to whom the login was first assigned. Every User must be an employee or contractor of the customer or an Affiliate and under the customer’s control. The acts of current and former Users are treated as the customer’s own.[1] Affiliates may be Users under the customer’s agreement, or sign their own Orders, which create separate agreements.[1] Catalog: User credentials may not be shared and Users must be under the customer's control, Affiliates may be Users or sign their own Orders.
Copies and instances. Licensed Software may be copied only as reasonably needed for licensed use and for backup and archive, without exceeding the Order’s quantities. Unless the Order says otherwise, one production instance of each Licensed Software Solution may be installed.[2]
Prohibited uses. The Acceptable Use Policy forms part of the MSA. Its prohibited uses include exceeding the number of permitted Users or licence entitlements; selling, sublicensing or renting the Solutions; timesharing, outsourcing or service bureau use; bypassing licence controls; and performing or disclosing benchmarks or comparisons without SmartBear’s prior written consent.[4] Catalog: Exceeding Users or entitlements and bypassing licence controls are prohibited uses.
Virtualization & partitioning
The MSA has no virtualization clause. The rule sits in the Solution Specific Terms. A Floating (Concurrent) License may be activated for multiple Users, service accounts and machine combinations, “including virtual machines and containerized environments”. A Fixed (Named) License is tied to one User on a single computer.[2] SmartBear’s licence documentation applies this by barring Fixed User licences from VMs and containers; see SmartBear License Management.
Cloud / BYOL
For SaaS, the customer may upload only non-production, non-personal and non-sensitive data, such as synthetic data, unless the Additional Solution Terms allow otherwise. Regulated data such as HIPAA, PCI DSS and export-controlled data is excluded.[1] BugSnag is an exception: its terms recognize that it processes production error data, which may include personal information, under the DPA.[2] SmartBear may collect Usage Data from the Solutions and use it for any business purpose. It owns that data, but may disclose it only in aggregated, anonymized form or under the confidentiality clause.[1]
Programs
- Trials. The Trial Terms of Use form a separate agreement, and the MSA does not govern use during the trial. A Trial Version may be used only to evaluate the Solution. Commercial use, training, deployment and production use are prohibited, as are disclosing benchmark results and using more than one username. Use must stop at the end of the Trial Period or when metered uses run out. The customer also must not alter a system to extend a trial. On conversion to a paid subscription, the MSA applies without re-signing.[5] Catalog: Trial versions may not be used commercially and must stop at the end of the Trial Period.
- Free versions and Beta access. These are limited to the named User on one computer at a time, follow the Trial Terms and get community support only.[2]
- Support plans. Standard Support (12x5 EST) comes with a paid subscription. Enterprise (24x7) and Enterprise Plus plans add faster response times. For Severity 1, first-response targets run from 2 hours (Standard) to 30 minutes (Enterprise Plus).[6] Support may be suspended if fees are more than 30 days overdue. It excludes any version other than the most current point release.[6] The Solution Specific Terms put the line at the current and previous minor release.[2] Catalog: Support covers only the current and previous minor release.
- Channel Partners. Solutions bought through resellers, distributors or third-party marketplaces are still governed by the MSA. Fees are paid to the partner, and any refund goes to the partner.[1]
Contract terms
Fees. Fees are payable within 30 days of invoice. Payment obligations are non-cancellable and fees are non-refundable unless the Agreement says otherwise. SmartBear may suspend access when fees are more than 30 days overdue and may charge interest of 1.5% per month.[1]
Renewal. Unless either party gives written notice at least 60 days before the Order Term expires, the Agreement and each Order renew automatically for one-year periods. The renewal is at SmartBear’s then-current prices “for the same number of Users and entitlements, (including any add-ons)”.[1] Reducing quantities therefore requires notice within that window. Catalog: Orders auto-renew for one year unless notice is given 60 days before expiry.
Expiry. When an Order Term ends or an Order is terminated, all rights end and the customer must stop all use of the Solutions immediately.[1] This applies to installed Licensed Software as well. Catalog: All rights end when the Order Term expires.
EU Data Act. A customer that terminates under Article 25 of the EU Data Act must give two months’ notice and pay an early termination fee equal to the fees for the rest of the term.[1]
Changes. SmartBear may revise its Policies, the Additional Solution Terms, the Support Manual or the DPA by posting a new version, which takes effect when posted. If a change materially reduces the customer’s rights, the customer can reject it in writing within 30 days.[1] Reductions in support entitlements wait until the subscription renews.[6] Because the Solution Specific Terms carry no date, a licence manager should keep a dated copy of the version in force when each Order was signed. Catalog: Policies and Solution Specific Terms can change on posting.
Assignment. Neither party may assign without consent, which may not be unreasonably withheld. SmartBear may assign the whole Agreement to an Affiliate or in a merger, acquisition or asset sale.[1]
Warranty and liability. Licensed Software is warranted to perform substantially as documented for 90 days after delivery, and SaaS for the subscription term.[1] Each party’s liability is capped at the fees paid or payable in the 12 months before the claim. Payment obligations, violations of SmartBear’s intellectual property and indemnities are excluded from the cap.[1]
Law and disputes. Massachusetts law applies to customers in the United States or Canada and Irish law to all others. Disputes go through notice and executive escalation and then American Arbitration Association arbitration in Boston, without discovery unless agreed or ordered.[1]
Audits and compliance
The audit right is in the Solution Specific Terms (License Verification) and applies to Licensed Software:
- On SmartBear’s written request, the customer must promptly confirm in writing whether its use complies with its Orders.
- SmartBear or its agents may audit use of Licensed Software no more than once every 12 months.
- If use exceeds the entitlement, SmartBear may invoice the excess, payable within 30 days of the invoice date.[2]
Catalog: SmartBear may audit Licensed Software use once every 12 months and invoice excess use. The clause sets no notice period, no cost-shifting threshold and no price basis for the excess; the invoice is SmartBear’s. The MSA lets either party terminate for a material breach left uncured for 30 days after notice. SmartBear may also suspend access or terminate immediately for breach of the Acceptable Use Policy, which includes exceeding entitlements.[1][4]
Out of scope
- The Data Processing Addendum, Privacy Notice and AI-provider terms, except where they affect licensing.
- QMetry onboarding services terms.
- Negotiated enterprise agreements, which override the standard terms.