Kanbanize - Free Kanban Tool

LICENSE AND SERVICE
AGREEMENT

BETWEEN

BUSINESSMAP LTD.

AND

YOURSELF BEING THE CLIENT

(A) BUSINESSMAP Ltd. has developed computer software described in the functional specifications attached to this Agreement as Exhibit A and visualized in the Web-site www.kanbanize.com;

(B) The CLIENT wishes to implement and use in his own business the software, developed by Businessmap Ltd., and Businessmap Ltd. Is willing to grant such rights to the CLIENT.

NOW, THEREFORE, in consideration of the premises, and the mutual covenants and conditions hereinafter set forth, the parties hereto agree as follows:

I. TERMS AND DEFINITIONS

1. Terms below shall have the following meanings:

“BMAP” means Businessmap Ltd.
"BMAP Marks" means the names, trademarks, trade names, drawings, logos and symbols which BMAP uses to promote and identify the Web-site, Software and any incorporated and derivative products which may be disclosed to the Client.
"License" means the license granted to the Client by BMAP pursuant to this Agreement.
"BMap Products" means the Software and other products of BMAP together with any products that are hereafter designed, developed or marketed by BMAP.
"Software" means the BMAP computer Software set forth in Exhibit A, in machine executable object code, including any new releases that BMAP makes available
to the Client under this Agreement. “Software” means the software, developed by BMAP and incorporated in the Web-site.
“Web-site” means the web-based site set forth in Exhibit A.
“Territory" means the territory set forth in Exhibit B.
“Term” means the term set forth in Exhibit C.
“Parties” means BMAP and the Client.
“Third parties” means any other persons, organizations and authorities, besides BMAP and the Client.

II. SCOPE OF LICENSE

2. License Grant

During the Term and in the Territory, BMAP hereby grants to the Client a nonexclusive, non-transferable right to:
a) Use the Software for his own internal business purposes with or without commercial intentions.

3. Restrictions

3.1. The Client shall have no right to:
a) Use the Software in any other manner except explicitly stipulated in this Agreement;
b) Copy and install the Software in his own computer network or on other hardware;
c) Market, resell or sublicense the Software or any parts of it;
d) Reproduce, distribute, transmit or publish Software's functionality, specific information, process patterns and other valuable information, either with or without valuable consideration, in any form, format or method, including without limitation, by posting on the Internet;
e) Copy and distribute directly or through third parties copies of the Software;
f) Disclose to third parties or use in any other way, besides designated in this Agreement, the source code of the Software, its parts, components and functionality principles;
g) Reproduce, copy and incorporate information/source code from the Software in other Software products or Software;
h) Otherwise use the Software as part of a product or service for any commercial use or purpose, either with or without valuable consideration.

3.2. In any case of use, not explicitly granted to the Client in this Agreement, regardless of the scope, term and conditions of the use, the Client shall owe BMAP a default payment to the amount of USD 20 000,00, together with a compensation to the amount of two times the consideration, received by the Client from any third parties in relation with the misuse of the Software.

4. Ownership

4.1. BMAP owns the Software, the functionality, model patterns and all intellectual property rights embodied therein.

4.2. BMAP retains all rights to use the Software and grant it to third parties at its own free will and its sole and absolute discretion.

4.3. The Client acknowledges that BMAP owns or holds a license to use and sublicense various pre-existing development tools, routines, subroutines and other Software, data, materials and background technology that BMAP may include in the Software.

5. Limitations

5.1. The Software is licensed, not sold, to the Client. The Client acknowledges that BMAP retains the entire right, title and interest in and to the Software and all associated intellectual property rights (including, without limitation, all copyrights) related to any item of the Software which BMAP provides to the Client. No title to or ownership of the Software, or any proprietary rights related to the Software, is transferred under or by virtue of this Agreement.

5.2. Where the Client provides the Software to its employees, the Client understands and will ensure that its employees and any third parties understand that the Software is provided for temporary use only, unless a perpetual license is explicitly stipulated in this Agreement.

5.3. The Client shall not itself, or permit others to, decompile, disassemble, reverse engineer or otherwise attempt to derive the source code of the Software and the Client shall not itself, or permit others to, remove, obscure, or alter any copyright, trade secret, trademark, patent or other proprietary rights notice affixed to or displayed on the Web-site or in the Software.

5.4. The Client shall provide all the necessary protection of its local computer network in order to provide the execution of above obligations and the prevention of any BAMP’s rights violation.

5.5. The Client will use best efforts to advise BMAP on a timely basis, if the Client becomes aware of any unauthorized copying of the Software by its employees or any third party and will cooperate with BMAP to resolve the matter.

6. Term

6.1. The Term of the license granted herein shall be set forth in Exhibit C of this Agreement. After the expiration of the Term, the Client shall have none of the rights, granted with this Agreement, unless otherwise agreed between the Parties in writing.

6.2. After the expiration of the Term, the Software may be no more functional and the Client shall have no right to claim any damages or any other compensation in relation with the termination of Software functionality.

6.3. In any case of use after the Term, regardless of the scope, term and conditions of the use, the Client shall pay BMAP compensation to the amount of three times the total of, as defined in Exhibit D, but no less than USD 20 000,00.

7. Territory

7.1. The Territory of the license granted herein shall be set forth in Exhibit B of this Agreement. Outside the designated Territory, the Client shall have none of the rights, granted with this Agreement.

7.2. Outside the Territory, the Software may be not functional and the Client shall have no right to claim any damages or any other compensation in relation with such Software disfunctionality. In any case of use outside the Territory, regardless of the scope, term and conditions of the use, the Client shall pay BMAP compensation to the amount of three times the total of fees, as defined in Exhibit D, but no less than USD 20 000,00.

III. SERVICE SCOPE

8. Software usage

8.1. BMAP shall grant to the Client the right to use the Software in a manner designated by BMAP.

IV. CLIENT OBLIGATIONS

12.1. The Client shall at all times comply with all applicable laws and regulations for the use of the Software and shall indemnify BMAP for any illegal or harmful practices, executed with the Software.

12.3. The Client shall refrain from using or from claiming any rights in or to the names "Businessmap", "BMAP" or any other registered or unregistered trademark or trade name of BMAP for any purpose and refrain from disclosing the terms of this Agreement without the prior written consent of BAMP in each instance.

V. BMAP OBLIGATIONS

VI. LICENSE AND SERVICE FEES

14. Fees

14.1. In full and complete consideration of the granted license and services hereunder, the Client shall pay to BMAP the fees in such manner as set forth in Exhibit D.

VII. WARRANTIES, COMPATIBILITY, REMEDIES, EXCLUSIONS

17.1. The Client understands that it is the intent of BMAP to provide Software which is compatible with the current releases of operating systems for the computer platform on which the Software runs; however, BMAP hereby disclaims and excludes any representations or warranties that the Software is compatible with any operating system which the Client may choose to use as the platform for the Software, except for those expressly advised by BMAP. BMAP further disclaims any warranty that the Software, including any future correction, modification, update, enhancement, new version or new release of the Software, will be made compatible with new releases of an operating system within a specified amount of time, or at all. At the Client's request, BMAP will notify the Client of the version level of the operating system with which the current version of the Software is intended to be compatible, and the version level of operating system for which a subsequent version of the Software is intended to be compatible.

17.2. BMAP warrants that the Software when delivered to the Client be compatible with the systems identified as compatible with said Software by BMAP to the Client. In the event that any Software fails to conform to the foregoing warranty and the Client notifies BMAP of the non-conformity, then BMAP will at its option either (a) repair or replace the non-conforming Software or (b) refund to the Client the License Fee paid with respect to said Software. The foregoing sentence establishes the Client’s sole and exclusive remedy and BMAP’s sole and exclusive liability with respect to any failure of the Software to conform to the foregoing warranty.

17.3. The warranty set forth above will not apply if (a) the Software are not properly used or maintained due to some action, failure or limitation caused by the Client, its employees or third parties; (b) the Software or the media upon which it has been stored has been subjected to accident, neglect, misuse, failure of electric power, faulty environmental controls or transportation, or causes other than ordinary use; or (c) any person other than an authorized BMAP representative modifies the Software.

17.4. Work not covered by the warranties hereunder will be invoiced to the Client at BMAP's then current time and material charges.

17.5. BMAP's warranties and support obligations under this Agreement are solely for the benefit of the Client and may be asserted only by the Client.

17.6. THE WARRANTIES SET FORTH ABOVE IN THIS SECTION ARE THE ONLY WARRANTIES MADE BY BMAP WITH RESPECT TO THE SOFTWARE, DOCUMENTATION AND ANY OTHER ITEMS OR SERVICES FURNISHED BY BMAP UNDER THIS AGREEMENT. BMAP EXPRESSLY DISCLAIMS AND EXCLUDES AND THE CLIENT HEREBY WAIVES ALL OTHER WARRANTIES, OBLIGATIONS, LIABILITIES OF BMAP AND RIGHTS AND REMEDIES OF THE CLIENT, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW OR OTHERWISE REGARDING ANY OF THE FOREGOING INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BMAP DOES NOT WARRANT THAT THE SOFTWARE OR DOCUMENTATION WILL MEET THE CLIENT’S REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.

18. Limitation of Liability

18.1. Under no circumstances will BMAP have any liability with respect to any claims or damages (whether indirect, special, incidental, consequential or punitive) as a result of Client’s use of (or inability to access or use) the Software, even if advised of the possibility of such damages. Direct damages are limited to the amount of fees paid for subscription license for the current year.

18.2. In no event shall BMAP be liable to the Client for consequential, incidental, special (including multiple or punitive) or other indirect damages that are claimed to be incurred by the Client whether such claim arises under contract, tort (including strict liability) or other theory of law. The Client understands and agrees that BMAP shall have no liability whatsoever for any damages resulting from the loss of, or delay in, data, or the profits resulting therefrom, even if advised of the possibility of such damage.

19. Indemnification

The Client shall indemnify and hold harmless BMAP, the subsidiary and affiliated companies of BMAP and their respective officers, directors, employees and agents of each of the foregoing from and against any claims, suits, liabilities, losses, fines, penalties, damages and expenses (including, without limitation, costs and attorneys' fees) arising from or incident to (a) any acts or omissions of BMAP or its agents or contractors in connection with this Agreement, including, without limitation, where such Software does not meet the Client’s manifested needs; (b) any claim that the Software infringes any patent, copyright, trademark or other proprietary right of any third party to the extent the such infringement arises from (i) alterations of the Software by the Client or any third party, (ii) Software modified by BMAP for the Client in accordance with Client's specifications or requests.

VIII. INFRINGEMENT

20. BMAP will defend the Client against any third party claim that the Software, in the form and condition delivered by BMAP to the Client hereunder, infringe any patent, trademark, or copyright of any third party.

IX. PROPRIETARY RIGHTS

21.1. BMAP retains the rights to market, license, make, reproduce, use, distribute and otherwise deal with the Software and the Web-site. BMAP also reserves all rights to the Software not expressly granted to the Client in the Agreement.

21.2. BMAP retains title to and ownership of the Software and all associated patent, copyright, trademark, trade secret and other intellectual property and proprietary rights and no title to or ownership of any or all of the same is transferred to the Client under this Agreement.

21.3. Nothing in this Agreement shall grant, or shall be construed as granting, to the Client any rights (except for those specifically granted under this Agreement) or legal interest in any patents, copyrights, trade secrets, technical data, know-how, logos, trademarks, trade names, BMAP Marks or other proprietary rights owned, used or claimed, now or in the future, by BMAP or any subsidiary or affiliate companies. BMAP reserves all such rights but grants to the Client a nonexclusive right during the Term to use the BMAP Marks solely for the purpose of this Agreement and solely in accordance with such usage guidelines and product quality and other standards issued from time to time by BMAP, provided that BMAP's ownership is acknowledged. The Client shall obtain BMAP's prior written consent to using any BMAP Mark in any advertising and promotional material it generates.

21.4. The Client shall not alter, remove, deface or obscure any notice of BMAP Mark, patent, copyright, proprietary right or trade secret on the Software and shall not add to the Software and Documentation any other trademark. Any goodwill arising out of the Client’s use of any of the BMAP Marks hereunder will inure solely to the benefit of BMAP.

21.5. BMAP may give directions concerning the use of BMAP´s trademarks, trade names and other symbols and the Client undertakes to follow such directions at all times. The Client’s right to use BMAP’s trademarks, trade names and other symbols will cease immediately upon the expiration or termination, for any reason, of this Agreement.

21.6. The Client shall give a written notice to BMAP of any knowledge that may come to the Client concerning infringement of the trademarks or any other industrial and/or intellectual property rights of BMAP that comes into the Client’s attention. In the event of any such infringement BMAP may, at its own cost and expense, prosecute any action necessary to terminate such infringement.

X. TERMINATION

22. Termination conditions

This Agreement may be terminated at any time after written request from the CLIENT or due to a business decisoin by BMAP LTD.

24. Acknowledgement

Any expiration or termination of this Agreement will be final and absolute. The Client waives any right, either express or implied by applicable law or otherwise, to renew this Agreement or for any damages or compensation for any expiration or termination of the Agreement.

XI. FORCE MAJEURE

25.1. Neither party shall be liable to the other for any delay or non-performance of its obligations hereunder in the event and to the extent that such delay or non-performance is due to an event of Force Majeure. Events of Force Majeure are events beyond the control of the party which occur after the date of signing of this Agreement and which were not reasonably foreseeable at the time of signing of this Agreement and whose effects are not capable of being overcome without unreasonable expense and/or loss of time to the party concerned. Events of Force Majeure will include (without being limited to) war, civil unrest, strikes, lockouts and other general labour disputes, acts of government, natural disasters, exceptional weather conditions, breakdown or general unavailability of transport facilities, accidents, fire, explosions and general shortages of energy.

25.2. If either party is affected by Force Majeure it will as soon as reasonably practical notify the other party in writing, and take all reasonable steps to mitigate the effect of the Force Majeure. If an event of Force Majeure results in delay or non-performance of a party for a period of three (3) months or longer, then either party shall have the right to terminate this Agreement with immediate effect without liability towards the other party.

XII. CONFIDENTIALITY

26.1. Neither party shall disclose to third parties nor use for any purpose other than for the proper fulfilment of its obligations under this Agreement any technical, financial or commercial information (“Confidential Information”) received from the other party in whatever form under or in connection with this Agreement without the prior written permission of the disclosing party.

26.2. The above obligations shall not apply to Confidential Information which
a) was in the possession of the receiving party prior to disclosure hereunder;
b) was in the public domain at the time of disclosure or later became part of the public domain without breach of the confidentiality obligations herein contained;
c) was disclosed by a third party without breach of any obligation of confidentiality owed to the disclosing party; or
d) was independently developed by personnel of the receiving party having no access to the Confidential Information.

26.3. The provisions of this Clause shall bind the parties for a period of five (5) years from the date of disclosure of any item of the Confidential Information regardless of any earlier termination, expiry or fulfilment of this Agreement.

26.4. The Client shall be obliged to provide confidentiality in respect of the Software’s source code and all its elements, methods of operation and functionality without any limitation in time and regardless of any Agreement termination.

26.5. The Client shall at all times protect and preserve the confidentiality of all proprietary technology, software, engineering data, schematics, and product designs, and all non-public business, financial, or marketing plans or information. No reproduction, use or disclosure of any such information shall be permitted without the prior written consent of BMAP in each instance. The Client shall further assure that its personnel comply fully with such obligations of confidentiality.

26.5. The Client shall at all times protect and preserve the confidentiality of all proprietary technology, software, engineering data, schematics, and product designs, and all non-public business, financial, or marketing plans or information. No reproduction, use or disclosure of any such information shall be permitted without the prior written consent of BMAP in each instance. The Client shall further assure that its personnel comply fully with such obligations of confidentiality.

XIII. ACKNOWLEDGEMENTS

27. The Client hereby acknowledges to have received professional advice on the terms and conditions of each of the covenants set out in the Agreement and have entered into the same voluntarily and with full knowledge of the effect of such provisions and agree that the same are reasonable and shall be binding upon them in all circumstances.

XIV. NON-CONTRAVENTION

28. The signing, execution and delivery of this Agreement by the Clients do not and will not violate any law, order, judgment or decree to which the Client is subject.

XV. ACCURACY OF INFORMATION FURNISHED

29. To the Client’s best knowledge, no representation or disclosure by the Client contained in this Agreement contains, any untrue, inaccurate or incomplete statement of a material fact, or omits any material fact which is necessary to make the statements contained herein or therein not misleading.

XVI. REPRESENTATIONS

30. The Client represents and warrants to BMAP that he has the necessary capacity to enter into this Agreement and to perform each and every one of the obligations assumed by virtue of the same, in such a way that the obligations arising from this Agreement and of any other in the execution of the same are valid and binding for the Client and enforceable against the same.

XVIII. ASSIGNMENT

32. The Client shall not assign or transfer this Agreement or any interest or right hereunder, or subcontract or delegate the performance of any of its obligations hereunder to any third party, without the prior written consent of BMAP, which consent may be withheld in BMAP's sole discretion.

XIX. NO WAIVER

33. The failure of either party hereto at any time to require performance by the other party of any provisions of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by either party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.

XX. PAYMENT OF EXPENSES

34. Parties shall pay their own expenses incident to preparing for, entering into and carrying out this Agreement.

XXI. MODIFICATIONS

35. This Agreement may only be modified by a written instrument identified as a modification hereto and signed by both parties. No statement by any representative of either party may be construed as modifying this Agreement in any way.

XXII. SEVERABILITY

36.1. Whenever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law.

36.2. If any portion of this Agreement is specifically determined by a court of competent jurisdiction to be invalid or unenforceable, such provision, to the extent that it shall be invalid or unenforceable, shall be considered separate and severable from this Agreement and the remainder of this Agreement, and any portion of such provision to the extent that it shall not be invalid or unenforceable, shall not be affected and shall be valid and may be enforced to the full extent permitted by law.

XXIII. INDEPENDENT CONTRACTOR

37.1. The Client is an independent contractor and not an agent, employee, franchisee or partner of BMAP.

37.2. The Client does not have any authority to, and will not, create or assume any obligation, express or implied, on behalf of BMAP.

37.3. Nothing contained in this Agreement is intended to create, or does create, a joint venture or partnership or any other relationship between the parties hereto other than the relationship of independent contractor between the Parties.

XXIV. APPLICABLE LAW

37. This Agreement shall be governed by and construed with in accordance with the laws of Republic of Bulgaria without giving effect to any principle of law which would result in the application of laws of any other jurisdiction.

XXV. DISPUTE SETTLEMENT

38.1. The Parties shall attempt to resolve any dispute arising out of or in connection with this Agreement amicably, by mutual agreement.

38.2. Any dispute, controversy or claim arising out of or relating to non-performance of contractual obligations by the Client will be finally settled by arbitration at the Arbitration court of the Bulgarian chamber of commerce and industry.

38.4. The arbitration awards will be final and binding on the parties.

XXVI. LANGUAGE

39. All documents to be furnished or communications to be given or made under this Agreement will be in English or, if in another language, be accompanied by a certified translation into English which translation will be the governing version between the parties.

XXVII. HEADINGS

40. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement.

40. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement.

41.1. This Agreement will constitute the entire agreement between the parties in its subject matter and any prior understanding or representation of any kind antedating this Agreement will not be binding upon either party except to the extent incorporated in this Agreement. In case of discrepancy between the contents of this Agreement and any of its Appendices, the contents of this Agreement shall prevail.

41.2. The Appendices:
Exhibit A: Software description
Exhibit B: Term
Exhibit C: Territory
Exhibit D: Fees

EXHIBIT A

SOFTWARE DESCRIPTION

The Software that BMAP provides represents a web-based application which by functionality implements a visual method for tasks management called KANBAN.

The application supports accounts management with role-based permissions, creation of tasks, chart functionality based on Google charts, project based structure, email notifications and a RESTful API interface for integration.

The application runs on apache web server with installed PHP runtime as well as MySQL database server.

Technologies that have been used include HTML, CSS, JavaScript, AJAX, Json, Php, SQL, JQuery, CodeIgniter.

A working instance of the software can be found at www.kanbanize.com

EXHIBIT B

TERM
This Agreement shall be effective as of the date of the registration to the system. The Term of the Agreement shall be valid until termination from either side.

EXHIBIT C

TERRITORY

The Client shall be entitled to use the online version of the Software available at www.kanbanize.com.

EXHIBIT D
FEES
The fee is 0$ for the period of the Agreement.

Features

See what makes Kanbanize unique and how it can help your business.

Flexible KANBAN Boards

You can start with a simple three-column board and a few cards

Or add swim-lanes and sub-columns to identify parallel projects

Or even have something as complex as this

When you edit your board, you can specify limits for each of the columns, sub-columns, or swim-lanes

Unlimited columns and sub-columns

Limits per column, sub-column or swim-lane

Explicit policy description for each column

Choose different swim-lane color for better visualization

You can group multiple related boards into projects

Unlimited projects

Unlimited boards

And configure various settings for each of the boards

Copy / Move boards between projects

Restrict or allow limits to be exceeded

Enable or disable board messages

Configure which columns contribute to the cycle time

Compact KANBAN Cards

This is how your kanban cards can look on the outside; it all depends on your preference

Show / hide avatar

Show / hide size

Show / hide tags

Show / hide subtasks

Show / hide deadline

Show / hide priority

Show / hide cycle time

And this is how the task details look on the inside

Attachments

Subtasks

Comments

Full history

Metrics

Color

Priority

Size

Assignee

Deadline

Tags

External link

From the context menu available for each task you can easily manipulate it

Clone card

Get permalink

Log working time

Add comment

Add subtask

Update attributes

Move

Block / Unblock

Subscribe / Unsubscribe

Delete

The board context menu allows you to select multiple cards and operate them in group

Update attributes

Move

Block / Unblock

Delete

Through the metrics tab you can see how much time the card has spent in each column

When creating a card you can use predefined templates to populate any field with concrete values

You can always export your data in XML or CSV format

Archiving and versioning helps you keep track of releases or finished projects

With the role-based user management you can ensure that everyone is assigned the right privileges.

Custom roles

Unlimited roles

Different role per board

Collaboration and Integration

With our highly customizable notifications module you can subscribe for particular events on each board and receive them on your email or in the system itself

Manage your cards only by email. You can create or update card if you just send email or reply to received mail notification. For more information check the documentation.

Use the board messages functionality to communicate with your colleagues real-time

Share important news with your entire team on the My Projects dashboard for everyone to see

Use the RESTful API to integrate Kanbanize with your existing systems and data sources

Get projects and boards

Create new task

Delete task

Get task details

Move task

Edit task

Block task

And more ....

Analytics

This is how your kanban cards can look on the outside;
it all depends on your preference