Truetask — Software License Agreement

1. Definitions

1.1. "Agreement" means this Software License Agreement.

1.2. "Company" means Truetask (operating entity TBD), located in Miami, Florida, USA.

1.3. "Customer" means the individual or organization that has purchased or is evaluating a license to use the Software.

1.4. "Software" means the Truetask project management platform, distributed as compiled Docker images and JavaScript bundles, including all updates and patches provided during the Update Window.

1.5. "License Key" means the unique key issued by the Company to the Customer that activates the Software.

1.6. "Production Instance" means a deployment of the Software used for live business operations.

1.7. "Development Instance" means a deployment of the Software used solely for testing, staging, development, or evaluation purposes.

1.8. "Update Window" means the one (1) year period from the date of purchase during which the Customer is entitled to receive Software updates.

1.9. "Authorized Users" means the Customer's employees, contractors, and agents who are authorized by the Customer to use the Software.

1.10. "License" means the single self-hosted license tier offered by the Company, which provides access to all features of the Software, including Active Directory/LDAP integration, OAuth/OIDC SSO, audit logging, compliance exports, AI features, the MCP server, API access, webhooks, automations, timesheets, and S3 storage.

1.11. "Cloud Service" means the hosted Truetask workspaces operated by the Company. This Agreement governs self-hosted deployments only; use of the Cloud Service is governed by the Terms of Service.

2. License Grant

2.1. Subject to the terms of this Agreement and the Customer's compliance with all applicable terms, the Company grants the Customer a non-exclusive, non-transferable, perpetual license to install and use the Software on one (1) Production Instance for the Customer's internal business purposes.

2.2. The License is offered as a single tier and includes all features of the Software. No feature of the Software is withheld from a licensed self-hosted deployment.

2.3. The license is granted to the Customer organization, not to any individual. All Authorized Users within the Customer's organization may use the Software without per-user fees.

2.4. The Customer may install the Software on additional Development Instances for the purposes of testing, staging, evaluation, and development without purchasing additional licenses.

3. Trial License

3.1. The Company offers a forty-five (45) day trial license with all Software features at no cost. No credit card is required to activate the trial.

3.2. Upon expiration of the trial period, the Software becomes read-only. All Customer data is preserved and is not deleted.

3.3. To restore full functionality, the Customer must purchase a License. Alternatively, the Customer may evaluate Truetask through the Cloud Service, including its free plan, under the Terms of Service.

3.4. The trial is subject to all restrictions set forth in this Agreement. The Company reserves the right to modify or discontinue the trial offering at any time.

4. Permitted Use

4.1. The Customer may use the Software for its internal business operations, including project management, task tracking, collaboration, and related activities.

4.2. The Customer may permit its Authorized Users to access and use the Software.

4.3. The Customer may configure, customize, and brand the Software's user interface as supported by the Software's built-in settings, including removing Truetask branding from the deployed instance's user-facing interface.

4.4. The Customer may integrate the Software with third-party systems using the Software's supported integration features (API, webhooks, MCP, etc.).

5. Restrictions

5.1. The Customer shall not, and shall not permit any third party to:

6. Open Source Components

6.1. The Software incorporates certain open-source software components (including but not limited to PocketBase, FastAPI, and SvelteKit). These components are licensed under their respective open-source licenses.

6.2. Nothing in this Agreement limits or restricts the Customer's rights under those open-source licenses with respect to the open-source components themselves.

6.3. The Company's proprietary code — including custom hooks, frontend application code, API code, and business logic — is not open source and is subject to the terms of this Agreement.

6.4. A list of open-source components and their respective licenses is available in the Software's documentation or upon request.

7. Software Updates

7.1. The license is tied to a major version of the Software (e.g., version 1.x). During the Update Window (one year from the date of purchase), the Customer is entitled to download and install all minor updates and patches within that major version (e.g., 1.0 through 1.x.x).

7.2. Major version upgrades (e.g., from version 1.x to version 2.x) are not included in the Update Window and require a new license purchase or an upgrade offer at the Company's discretion. The Company may offer existing customers a reduced upgrade price.

7.3. After the Update Window expires, the Customer may continue to use the last version of the Software received during the Update Window indefinitely under the perpetual license.

7.4. The Customer may renew the Update Window for an additional year at a reduced rate published on the Company's website. Renewal restores access to new updates for the renewal period.

7.5. The Company is under no obligation to release updates or to maintain backward compatibility between major versions.

8. License Verification

8.1. The Software may verify the validity of the License Key locally on the Customer's server.

8.2. No data is transmitted to the Company's servers during license verification. The verification process is performed entirely on the Customer's infrastructure.

8.3. The Customer shall not interfere with or circumvent the license verification process.

9. White-Labeling and Branding

9.1. The Software supports custom branding through its built-in configuration settings. The Customer is permitted to remove or replace Truetask branding from the user-facing interface of the deployed instance.

9.2. The Customer shall not remove or alter Truetask branding, copyright notices, or attribution from the underlying code, Docker images, documentation, or configuration files.

9.3. The Customer shall not represent the Software as its own product or claim authorship of the Software.

10. Intellectual Property

10.1. The Software, including all code, architecture, documentation, designs, and related materials, is and remains the exclusive intellectual property of the Company.

10.2. This Agreement does not transfer any ownership interest in the Software to the Customer. The Customer's rights are limited to the license granted in Section 2.

10.3. The Company reserves all rights not expressly granted in this Agreement.

11. Data Ownership

11.1. The Customer retains full and exclusive ownership of all data created, stored, and managed within the Customer's self-hosted Truetask instance.

11.2. The Company has no access to, and claims no rights over, any data on the Customer's deployment.

11.3. The Customer is solely responsible for the security, backup, and integrity of data on its infrastructure.

12. Confidentiality

12.1. Each party agrees to maintain the confidentiality of the other party's confidential information and not to disclose it to third parties without prior written consent.

12.2. The Customer's License Key is considered confidential information and must be protected accordingly.

12.3. This confidentiality obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

13. Termination

13.1. Termination for Breach. This Agreement and the license granted herein terminate automatically if the Customer materially breaches any term of this Agreement and fails to cure the breach within thirty (30) days of written notice from the Company.

13.2. Effect of Termination. Upon termination, the Customer must:

(a) Cease all use of the Software;

(b) Uninstall and delete all copies of the Software from the Customer's infrastructure;

(c) Destroy or return any confidential information of the Company.

13.3. Data Export. The Customer may export its data from the Software prior to uninstallation. The Company will provide reasonable guidance on data export procedures upon request.

13.4. Survival. Sections 5 (Restrictions), 10 (Intellectual Property), 11 (Data Ownership), 12 (Confidentiality), 14 (Warranty Disclaimer), 15 (Limitation of Liability), and 18 (Governing Law) survive termination of this Agreement.

14. Warranty Disclaimer

14.1. THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

14.2. THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY.

14.3. THE COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.

14.4. THE CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE IS DEPLOYED ON THE CUSTOMER'S OWN INFRASTRUCTURE AND THAT THE COMPANY HAS NO CONTROL OVER THE CUSTOMER'S SERVER ENVIRONMENT, NETWORK, SECURITY, OR OPERATIONS.

15. Limitation of Liability

15.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE LICENSE FEE PAID BY THE CUSTOMER FOR THE SOFTWARE.

15.2. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY.

15.3. THE COMPANY IS NOT LIABLE FOR ANY DATA LOSS, CORRUPTION, UNAUTHORIZED ACCESS, OR SECURITY BREACHES OCCURRING ON THE CUSTOMER'S INFRASTRUCTURE.

15.4. THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16. Indemnification

16.1. The Customer agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

(a) the Customer's use of the Software;

(b) the Customer's breach of this Agreement;

(c) any data processed, stored, or managed on the Customer's self-hosted instance;

(d) any claim by a third party arising from the Customer's use of the Software.

17. Audit Rights

17.1. The Company reserves the right to audit the Customer's compliance with this Agreement upon reasonable written notice (no less than thirty (30) days).

17.2. Audits shall be conducted during normal business hours in a manner that minimizes disruption to the Customer's operations.

17.3. If an audit reveals a material breach, the Customer shall bear the reasonable costs of the audit and shall promptly cure the breach.

18. Governing Law and Dispute Resolution

18.1. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of law provisions.

18.2. Any dispute arising under this Agreement shall first be subject to good-faith negotiation for a period of thirty (30) days.

18.3. If negotiation fails, the dispute shall be resolved by binding arbitration in Miami, Florida, under the rules of the American Arbitration Association before a single arbitrator.

18.4. Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property rights.

19. Government Customers

19.1. If the Customer is a government entity, the Company acknowledges that additional procurement terms and regulations may apply. The Company is willing to negotiate modified terms to accommodate applicable government requirements upon request.

20. Export Compliance

20.1. The Software uses standard TLS/HTTPS for encryption and does not contain encryption algorithms subject to heightened U.S. export controls.

20.2. The Customer is responsible for compliance with all applicable export control laws and regulations.

20.3. The Customer represents that it is not located in, or a resident of, any country subject to comprehensive U.S. trade sanctions, and that it is not on any U.S. government restricted party list.

21. Assignment

21.1. The Customer may not assign or transfer this Agreement or any rights granted hereunder without the prior written consent of the Company.

21.2. The Company may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

22. Severability

22.1. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

23. Entire Agreement

23.1. This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between the parties with respect to the Software and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

23.2. Any modifications to this Agreement must be in writing and agreed to by both parties, except as otherwise provided in the Terms of Service.

24. Contact

For questions about this Agreement or licensing matters, please contact:

Miami, Florida, USA

Email: [email protected]

Website: https://truetask.io

Client Portal: https://portal.truetask.dev