THESE TERMS OF SERVICE (THE “AGREEMENT”) BETWEEN YOU (“YOU” OR “CUSTOMER”) AND GETCTRL LTD. AND ITS AFFILIATES (“GETCTRL” OR “COMPANY”) CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND GETCTRL AND GOVERN YOUR USE OF THE SERVICES. 

THE GETCTRL PROPRIETARY SAAS PLATFORM IS OFFERED TO YOU AS A PLATFORM THAT EXTENDS A TASK-MANAGEMENT INTERFACE OF THIRD-PARTY APPLICATIONS AND CLOUD ENVIRONMENTS. BY CHOOSING “I ACCEPT” OR OTHERWISE BY USING THE SERVICES (INCLUDING ANY FREE OR EVALUATION VERSION), YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT, WHICH ACCEPTANCE DATE SHALL BE DEEMED THE EFFECTIVE DATE OF THIS AGREEMENT. MAKE SURE TO REVIEW THE TERMS OF THIS AGREEMENT PERIODICALLY; IF YOU DO NOT ACCEPT ANY OF THESE TERMS, PLEASE DO NOT USE THE SERVICES AND CEASE YOUR USE OF THE PLATFORM.

1. Access to the Services

1. Creating an Account. In order to use the Services, you have to create an account (“Account”). In setting up and using your Account you agree to (i) provide accurate and complete Account and login information; (ii) keep, and ensure that Authorized Users keep, all Account login details and passwords secure at all times; (iii) remain solely responsible for the activity that occurs in your Account including with respect of your Authorized Users; and (iv) promptly notify GetCtrl of any unauthorized access or use of the Account or the Service.  GetCtrl will not be liable for any loss that you may incur as a result of unauthorized use of the Account. You will not allow the use and access to the Services by third parties or anyone other than the Authorized Users.
2. Evaluation. Subject to the terms herein, you may access the Services under a limited, revocable, personal, non-transferable, non-assignable, non-exclusive, non-sublicensable license for the Evaluation during the Evaluation Period and in accordance with any license metrics agreed upon between you and GetCtrl in writing prior to accessing the Services. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FREE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, GETCTRL HEREBY EXCLUDES ANY IMPLIED WARRANTIES IN CONNECTION WITH THE FREE SERVICES WHICH SHALL BE GOVERNED BY THE DISCLAIMER AND EXCLUSIONS UNDER SECTION 11. IN ANY EVENT, GETCTRL’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE EVALUATION SHALL NOT EXCEED US$1,000. 
3. Free Services. Subject to the terms herein, you may access the Free Services under a limited, revocable, personal, non-transferable, non-assignable, non-exclusive, non-sublicensable license. Use of Free Services may be made available to you without consideration subject to any license metrics prescribed by GetCtrl from time to time which can be viewed through the GetCtrl website. Use of additional features and tools or access to increase license metrics beyond what is included in the Free Services may require upgrading your subscription to the Purchased Services. You hereby acknowledge and agree that access to Free Services may be terminated at any time in GetCtrl’s sole discretion and that GetCtrl may terminate your Account and access to the Free Services without prior notice and without liability to GetCtrl. GetCtrl will use reasonable efforts to provide you an opportunity to export your Content immediately upon termination of your Account or access to the Free Services, however you are solely responsible for ensuring proper backup and data retention and GetCtrl will not be responsible for any loss of information. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FREE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, GETCTRL HEREBY EXCLUDES ANY IMPLIED WARRANTIES IN CONNECTION WITH THE FREE SERVICES WHICH SHALL BE GOVERNED BY THE DISCLAIMER AND EXCLUSIONS UNDER SECTION 11. IN ANY EVENT, GETCTRL’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE FREE SERVICE SHALL NOT EXCEED US$1,000. 
4. Use of the Purchased Services. Subject to the terms and conditions of this Agreement (including payment in full of applicable fees) and for the subscription term set forth in your subscription package, GetCtrl hereby grants you a limited, revocable, personal, non-transferable, non-assignable, non-exclusive, non-sublicensable license to access and use the Purchased Services, solely for internal business purposes, all in accordance with the license scope of the applicable subscription package (which may include, inter alia, applicable metric usage parameters, permitted number of Authorized Users, add-on features and pricing relevant to any functionality available as part of the Purchased Services). You may purchase additional licenses for Authorized Users or increase the scope of your license metrics which modifications which will become applicable for the remainder of your subscription period. 
5. Beta Results. If you are using the beta version of the Services, you hereby acknowledges that the Services are still under development and have yet to be generally released to the public. As such, the Services have not been fully tested and completed and may contain defects, deficiencies, bugs, errors or other problems. You are solely responsible for establishing backup, log, batch, review and other procedures and controls appropriate to maintain the integrity and continuity of its operations and data and GetCtrl shall not liable for any loss of data. GetCtrl may and is likely to alter the Services’ specifications, capabilities, functions, features and/or configurations. You will provide GetCtrl with the results of any use and evaluation of the Services, including any defects, errors or problems and any information necessary for GetCtrl to evaluate such defects, errors or problems including with respect to usage made of the Services, performance benchmarks, problems, including without limitation all errors, failures and bugs (“Beta Results”), and any such Beta Results shall be deemed GetCtrl IPR and Confidential Information (each as defined below).
6. Restrictions on Use. The Services shall be accessed in accordance with their intended purpose and as detailed in the GetCtrl website, Documentation, or by any other written instructions of GetCtrl. Except as expressly permitted by this Agreement, you may not, nor permit anyone else to, directly or indirectly: (i) copy, modify, translate, create derivative works of the Services; (ii) decompile, reverse engineer or disassemble the Services and/or any components thereof or otherwise attempt to obtain or have access to the source code for the Services; (iii) give, sell, sublicense, disclose, publish, assign, market, transfer or distribute any portion of the Services to any third party, including, but not limited to your Affiliates, or use the Services in any service bureau arrangement; (iv) circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Services; (v) use any robot, spider, scraper, or other automated means to access the Services for any purpose; (vi) transmit or upload any viruses, spyware or other harmful, infringing or illegal content; (vii) use the Services to develop a competing service or product; (viii) export or re-export the Services or underlying information or technology (a) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Lebanon, Iran, Syria or any other country to which the U.S. and/or Israel has embargoed goods and services; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders and/or (ix) use the Services in any unlawful manner or in breach of this Agreement. Any right not explicitly granted to you is reserved to GetCtrl or its licensors. 

1. Changes to Services. We may add, upgrade, modify or discontinue any functionality, feature or tool available through the Services in our discretion without further notice. However, if GetCtrl makes any material adverse change in the core functionality of the Services, then GetCtrl will notify you by posting an announcement on the GetCtrl website or via the Services or by sending you an email in accordance with the details provided in your Account. In this event, you may terminate the Agreement within thirty (30) days and receive a pro-rated refund with respect of any pre-paid Fees for unused Services as of the date of termination. Continue use of the Services following such period shall be deemed as acceptance of any change to the Services.  
2. Support and Maintenance. Subject to payment of applicable fees of your applicable subscription, GetCtrl will maintain and support the Services in accordance with its standard support services available from time to time. Please note that different service levels may be applied by GetCtrl with respect to various subscription packages.  
3. Fees and Payment

1. Fees.  The provision of the Service shall be subject to payment of applicable subscription fees and support fees in accordance with the relevant specifications of your subscription package, all in accordance with GetCtrl’s then in-effect price list (found on the GetCtrl website) (the “Fee”). All subscriptions shall be subject to the applicable usage limits, as specified in the GetCtrl website or online interface, as applicable. If you exceed any of your usage limits, GetCtrl shall be entitled to either seek to reduce your usage to conform to the agreed upon limit or automatically charge for the exceeding usage which amounts shall be charged to any subsequent invoice issued by GetCtrl. All fees are non-refundable and non-cancelable. GetCtrl may, at its discretion at any time, change the Fees and/or payment method, which shall become applicable for the subsequent Subscription Term. You will be charged the updated Fees only after a notice is provided, either by email and/or a prominent notice through the Services. By continuing to use the Services following such notice, you agree to be bound by these modifications. Please note that separate terms and conditions of third-party payment processors may apply to the payment of any applicable Fees. 
2. Billing. Unless specified otherwise, (a) you will be invoiced for the Fees upon execution of this Agreement, and upon the renewal of any Subscription Term and (b) payment is due and shall be made within thirty (30) days after the date of the invoice or the end of the applicable Subscription Term, and (c) all amount payable hereunder shall be paid in United States Dollars.  All amounts not paid within fifteen (15) days of the due date shall bear interest at the rate of one and a half percent (1.5%) per month, or at the highest rate allowed by law, whichever is lower, from the date due.  
3. Taxes. Prices are exclusive of all taxes of any nature. You will be responsible to pay all applicable taxes, including all sales, use, value added, withholding or other taxes and fees, federal, state or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement, except for taxes based on GetCtrl’s net income. If GetCtrl is required under any law or regulation of any governmental entity or authority, to withhold or deduct any portion of the payments due to it, then the sum payable to GetCtrl shall be increased by the amount necessary to yield to GetCtrl an amount equal to the sum it would have received had no withholdings or deductions been made. 

1. Representations and Warranties

1. Your Warranties. You represent that you will use the Services only in accordance with applicable law, shall not use the services to transmit or view (a) any Content, information or material that is libelous, defamatory, obscene, racist or otherwise offensive, or (b) any Content, information or material that infringes the intellectual property, moral, publicity or privacy rights of any third party. You further represent and warrant that (i) it has full authority to provide GetCtrl with the information it requires and that it has obtained all proper consent in connection with Personal Data transmitted through the Services, (ii) that the access and use of the Services will not violate any other contractual or other legal obligations which you are subject to and which GetCtrl does not have knowledge of; and (iii) you are not a competitor of GetCtrl.  You further represent and warrant that you are at least 18 years old and, if entering into this Agreement on behalf of an employer or other legal entity it is representing, that you have full authority to bind said employer or other legal entity to this Agreement. 

1. Disclaimer of Warranties

1. NOTWITHSTANDING ANYTHING TO THE CONTRARY, WITH RESPECT OF ANY EVALUATION LICENSE OR BETA OFFERINGS OF THE SERVICES, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. SUBJECT TO THE REQUIREMENTS AND LIMITATIONS, IF ANY, OF APPLICABLE LAW, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, SATISFACTION AND MERCHANTABILITY SHALL NOT APPLY. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES IS UNDERTAKEN BY YOU. YOUR SOLE RECOURSE IN THE EVENT OF ANY DISSATISFACTION WITH THE SERVICES IS TO STOP USING IT. 
2. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED HEREIN, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT ANY OTHER WARRANTY. GETCTRL EXPRESSLY DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NON-INTERFERENCE, SECURITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. THE ENTIRE RISK ARISING OUT OF THE USE OF THE SERVICES REMAINS WITH YOU. GETCTRL DOES NOT WARRANT THAT THE ACCESS TO AND USE OF SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ERRORS ARE REPRODUCIBLE OR THAT ERRORS ARE REPAIRABLE AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES INCLUDING WITHOUT LIMITATION IN TERMS OF THEIR CORRECTNESS, USEFULNESS, ACCURACY, RELIABILITY, OR OTHERWISE. 

1. Indemnification. You agree to defend, indemnify and hold harmless GetCtrl, its officers, directors, employees, Affiliates and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from your unauthorized use of the Services and/or breach of your warranties with respect to Content and Personal Data. 
2. Intellectual Property Rights

1. GetCtrl IP. All right, title and interest in and to the Services, including without limitation any underlying data, software, design, UI, information, texts, files, "look and feel", features, any new version releases, enhancements, modifications, improvements, derivative works thereof and Feedback, and all Intellectual Property Rights therein, are and shall remain solely owned by GetCtrl or their respective licensors (“GetCtrl IPR”). 
2. Your Content. Subject to Section ‎8.1, you retain all rights to any and all your content that you create or upload to the Services or any files, documents, images, text, recordings, chat logs, transcripts, and similar data (collectively, the “Content”). You will have sole responsibility for your Content. GetCtrl does not provide back-up or archive services and all Content shall be deleted upon termination of this Agreement. You warrant that (i) you have the right to upload or otherwise share your Content with GetCtrl and that you obtained all necessary consents under any applicable laws, including any privacy related laws, to effectuate GetCtrl’s rights to use the your Content as contemplated herein, (ii) the Content does not infringe on any rights of any third party, including intellectual property and privacy rights; and (iii) your Content is free of viruses, trojans, time-bombs and any other malicious code. 
3. Feedback.  You may provide GetCtrl with feedback regarding the Services, including without limitation suggestions, ideas, bug notes and user experience testimonies (collectively, “Feedback”) which shall be deemed GetCtrl IPR. To the extent all Intellectual Property Rights in the Feedback are not automatically vested with Next Silicon upon creation, the Company hereby irrevocably assigns all rights therein to GetCtrl and waives any and all rights therein including without limitation moral rights and/or rights to receive compensation and/or royalties
4. Usage Data. Usage Data includes aggregate, analytical or statistical data which is derived, created or learned from the use of the Services (“Usage Data”). Notwithstanding anything to the contrary in this Agreement, GetCtrl may collect and use Usage Data to develop, improve, support, and operate its products and services, and GetCtrl may use such Usage Data for internal business purposes only to the extent such Usage Data has been aggregated, de-identified and/or anonymized such that you, your Authorized Users or your end users cannot be identified. 
5. Third Party Components. The Services include third party software components that are subject to open-source licenses or pass through commercial licenses (“Third Party Components”, and “Third Party Terms”, respectively). Some of the Third-Party Software Terms may be made available to you through the Services, its Documentation or via a supplementary list provided by GetCtrl. Any covenants, representations, warranties, indemnities and other commitments with respect to the Services in this Agreement are made by GetCtrl and not by any authors or suppliers of, or contributors to such Third-Party Components. Any use of Third-Party Components is subject solely to the rights and obligations under the applicable Third-Party Terms. If there is a conflict between any Third-Party Terms and the terms of this Agreement, then the Third-Party Terms shall prevail but solely in connection with the related Third-Party Components. Notwithstanding anything in this Agreement to the contrary, GetCtrl does not make any representation, warranty, guarantee, or condition, and does not undertake any liability or obligation, with respect to any Third-Party Components. Without derogating from the generality of the foregoing, please note that GetCtrl's use of information received from Google APIs will adhere to Google API Services User Data Policy, including the Limited Use requirements.
6. Privacy. GetCtrl will process and use personal information collected through the Services solely as required in order to provide the Services. The analytics information shall not be deemed as confidential or proprietary information of yours. Any disclosure or use of personal data which is required for the provision of the Services is subject the GetCtrol Privacy Policy, which is incorporated hereto by reference. To the extent you are a controller and owner of the personal information processed through the Services, and GetCtrl is the processor of such personnel information on your behalf the terms of the Data Processing Agreement shall apply, as incorporated hereto by reference and made available on the GetCtrl website.

1. Confidentiality

1. Each party may have access to certain non-public and/or proprietary information of the other party (the “Recipient”), in any form or media, including (without limitation) confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other party (“Discloser”), whether written or oral, and to any other information that a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (“'Confidential Information”). Notwithstanding anything to the contrary, GetCtrl IPR is deemed as GetCtrl Confidential Information. Neither party shall have an obligation under this Agreement to maintain in confidence any information that it can demonstrate that (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the Discloser; (iii) receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of this Agreement; (iv) the receiving party can demonstrate in its records to have independently developed, without breach of this Agreement and/or any use of the Discloser’s Confidential Information; or (v) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving party shall make best effort to provide prompt notice of such court order or requirement to the Discloser to enable the Discloser to seek a protective order or otherwise prevent or restrict such disclosure. 
2. Each party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the Discloser's Confidential Information from disclosure to a third party. Neither party shall use or disclose the Confidential Information of the Discloser except as expressly permitted under this Agreement. All right, title and interest in and to Discloser's Confidential Information are and shall remain the sole and exclusive property of the Discloser. 

1. Term and Termination

1. Term. The term of this Agreement shall commence on the Effective Date and will continue for applicable subscription period for each of the Evaluation, Free Services or Purchased Services, as specified in the GetCtrl website or online interface, as applicable (the “Subscription Term”). The Subscription Term of the Purchased Services shall be automatically renewed for additional rolling periods of one (1) year each (each, a “Renewal Term” and together with the Subscription Term, the “Term”). Either party may provide a notice of non-renewal of the Term no less than thirty (30) days prior to the then in-effect Subscription or Renewal Term 
2. Termination; Suspension. A party may terminate this Agreement: (i) upon the other party's material breach that is not cured within thirty (30) days after receiving written notice of such breach; or (ii) upon providing written notice in the event that one or more of the following events occur(s): (a) appointment of a trustee or receiver for all or any part of the assets of the other party; (b) insolvency or bankruptcy of the other party; (c) a general assignment by the other party for the benefit of creditor(s); or (d) dissolution or liquidation of the other party. In addition, GetCtrl may temporarily suspend your use of the Services without prior notice if your or your Authorized User’s acts or omissions threaten the integrity or security of the Services. Company will use commercially reasonable efforts, in good faith, to avoid or mitigate the degree to which the Services are to be suspended, including, but not limited to, providing you with prior notice and an ability to cure (to the extent feasible). 
3. Effect of Termination. Upon termination of this Agreement, (i) all licenses granted under this Agreement shall expire, and GetCtrl will cease providing the Services; (ii) each party shall return any copies of Confidential Information to the Discloser, provided however, that any of your Content shall be immediately deleted by GetCtrl upon termination of this Agreement; and (iii) any outstanding Fees shall become immediately due and payable on the date of termination of the Agreement. If the Agreement is terminated by you for the material breach of GetCtrl then you will be entitled to a refund of the unused pre-paid subscription amount calculated from the date of notice of termination for material breach issued by you. Those provisions of this Agreement which by their nature should survive the expiration or termination of this Agreement shall so survive its expiration or termination, including without limitation, Sections ‎4.2, ‎6, ‎7, ‎8, ‎9, ‎10.3, ‎10.3, and ‎11-‎12.

1. Limitation of Liability.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GETCTRL OR ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE, MALFUNCTION, FIRE, ELECTRICAL FAILURE OR SHORT CIRCUIT), OR LOSS OF PROFITS OR DATA OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF GETCTRL OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, AND EXCEPT FOR FRAUD, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY OR INDEMNIFICATION FOR THIRD PARTY INFRINGEMENT CLAIMS, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF GETCTRL AND/OR ITS LICENSORS, ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY PAID TO GETCTRL HEREUNDER DURING THE 12 MONTHS PRECEDING THE CLAIM THAT GAVE RISE TO DAMAGES.
2. Miscellaneous

1. Modifications. We reserve the right, at our discretion, to change this Agreement at any time. Such change will be effective ten (10) days following our sending a notice thereof to you or posting the revised Agreement on the GetCtrl website, and your continued use of the Service thereafter means that you accept those changes.
2. Governing Law/Venue.  This Agreement shall be governed by the laws of the State of Israel, without regard to that state’s conflicts of laws rules. All disputes arising under or relating to this Agreement shall be resolved exclusively in the appropriate court sitting in Tel Aviv, Israel. 
3. Assignment. Neither party may assign or otherwise transfer its rights or obligations under this Agreement without the prior consent of the other party, provided that either party may assign or otherwise transfer its rights or obligations herein to an Affiliate or in the event of transfer to a person or entity who directly or indirectly acquires all or substantially all of the assets or business of such party, whether by change of control, sale, merger or otherwise, without consent.  Any prohibited assignment, transfer or sublicense shall be null and void. 
4. Entire Agreement. This Agreement and any exhibits hereto set forth the entire agreement and understanding between the parties.  For the sake of clarity, these terms and conditions shall not apply to licensees who have licensed the Services through, and signed an end user license agreement with, a reseller or partner authorized by GetCtrl to resell subscriptions to the Software, so long as such end user license agreement complies substantially with the terms and conditions of this Agreement. In such cases, you are granted a license in the Services by and through the reseller and not directly by GetCtrl. 
5. No Waiver.  The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect the right of such party at a later time to enforce the same. No waiver by any party of any condition or of any breach of any term contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or of any breach of any such term or any other term set forth in this Agreement.
6. Severability.  If any provision of this Agreement is unenforceable for any reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions contained in this Agreement invalid, inoperative, or unenforceable to any extent whatsoever.  The invalidity of any portion of this Agreement shall not affect the remaining portions of this Agreement.
7. Force Majeure.  GetCtrl will not be liable for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including without limitation, natural disasters, acts of civil or military authority, fire, flood, war, labor shortage or dispute, public health emergencies, pandemic or governmental authority. 

1. Definitions. All capitalized terms used herein shall have the meanings set forth below:

1. “Affiliate” shall mean any entity that Controls, is Controlled by, or is under common Control with you, provided that such an affiliate is not a competitor of GetCtrl.
2.  “Authorized Users” means your employees whose duties require such access or authorized consultants and subcontractors (excluding any competitors of GetCtrl) only where such use is required as part of their performance of the Services for you.
3. “Evaluation” means any access to the Services for the first time as part of an evaluation, proof of concept or trial, which may be paid or for no consideration in accordance with your written agreement with GetCtrl, which shall be so conducted for internal business use and solely for the purpose of evaluating the Services. 
4. “Free Services” means any subscription to the Services which is offered by GetCtrl and made available to you for no consideration through the online GetCtrl interface. The Free Services exclude any free trials and support services offered by GetCtrl. Free Services may include limited features and tools which are offered by GetCtrl as part of paid subscriptions to the Purchased Services, as modified from time to time by GetCtrl in its sole disrection. 
5. “Control” shall mean the ownership, directly or indirectly, of 50% or more of the voting interest.
6. “Documentation” means the standard documentation and user manuals provided or made accessible to you along with the Services. 
7. “Intellectual Property Rights” shall mean any (i) patents and patent applications throughout the world, including all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and re-examinations of any of the foregoing, all whether or not registered or capable of being registered; (ii) common law and statutory trade secrets and all other confidential or proprietary or useful information that has independent value, and all know-how, in each case whether or not reduced to a writing or other tangible form; (iii) all copyrights, whether arising under statutory or common law, whether registered or not; (iv) all trademarks, trade names, corporate names, company names, trade styles, service marks, certification marks, collective marks, logos, and other source of business identifiers, whether registered or not; (v) moral rights in those jurisdictions where such rights are recognized; (vi) any rights in source code, object code, mask works, databases, algorithms, formulae and processes; and/or (vii) all other intellectual property and proprietary rights, and all rights corresponding to the foregoing throughout the world.
8. “Purchased Services” means any paid subscription to the Services that you purchased by subscribing to the applicable package as made available on the GetCtrl online interface, as distinguished from Free Services or those Services provided pursuant to a free evaluation. Subscription to the Purchased Services may include various subscription plans which include different features, tools or modules. 
9. “Services” means the GetCtrl proprietary SaaS platform (including portions thereof or versions in beta phase) which extends a task-management interface with respect of third-party applications and cloud environments. The Services include the Documentation and any updates, upgrades, versions, enhancements, improvements and modifications thereto. Reference to the Services shall include the Evaluation, Free Services and Purchased Services.

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