THESE TERMS OF SERVICE (THE “AGREEMENT”)BETWEEN YOU (“YOU” OR “CUSTOMER”) AND GETCTRL LTD. AND ITSAFFILIATES (“GETCTRL”, “COMPANY”, “WE” OR “US”)CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND GETCTRL AND GOVERN YOUR USE OFTHE SERVICES.
THE GETCTRL PROPRIETARY SAAS PLATFORM IS OFFERED TOYOU AS A PLATFORM THAT EXTENDS A TASK-MANAGEMENT INTERFACE OF THIRD-PARTYAPPLICATIONS AND CLOUD ENVIRONMENTS. BY CHOOSING “I ACCEPT” OR OTHERWISE BY USING THESERVICES (INCLUDING ANY FREE OR EVALUATION VERSION), YOU ARE ACCEPTING ANDAGREEING TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT, WHICH ACCEPTANCE DATESHALL BE DEEMED THE EFFECTIVE DATE OF THIS AGREEMENT. MAKE SURE TO REVIEW THETERMS 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.
In case you represent your employer or another entity, youhereby represent that (i) you have full legal authority to bind your employeror such entity (as applicable) to these Terms; and (ii) after reading andunderstanding this Agreement, you agree to this Agreement on behalf of youremployer or the respective entity (as applicable), and this Agreement shallbind your employer or such entity (as the case may be).
1. Access to the Services
1.1. Creating an Account. In order to use the Services, youhave to create an account (“Account”). In setting up and using yourAccount you agree to (i) provide accurate and complete Account and logininformation; (ii) keep, and ensure that Authorized Users keep, all Accountlogin details and passwords secure at all times; (iii) remain solelyresponsible for the activity that occurs in your Account including with respectof your Authorized Users; and (iv) promptly notify GetCtrl of any unauthorizedaccess or use of the Account or the Service. GetCtrl will not be liable for any loss that you may incur as a resultof unauthorized use of the Account. You will not allow the use and access tothe Services by third parties or anyone other than the Authorized Users.
1.2. Evaluation. Subject to the terms herein, youmay access the Services under a limited, revocable, personal, non-transferable,non-assignable, non-exclusive, non-sublicensable license for the Evaluationduring the Evaluation Period and in accordance with any license metrics agreedupon 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 BYLAW, GETCTRL HEREBY EXCLUDES ANY IMPLIED WARRANTIES IN CONNECTION WITH THE FREESERVICES WHICH SHALL BE GOVERNED BY THE DISCLAIMER AND EXCLUSIONS UNDER SECTION11. IN ANY EVENT, GETCTRL’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TOTHE EVALUATION SHALL NOT EXCEED US$1,000.
1.3. Free Services. Subject to the terms herein, youmay access the Free Services under a limited, revocable, personal,non-transferable, non-assignable, non-exclusive, non-sublicensable license. Useof Free Services may be made available to you without consideration subject toany license metrics prescribed by GetCtrl from time to time which can be viewedthrough the GetCtrl website. Use of additional features and tools or access toincrease license metrics beyond what is included in the Free Services mayrequire upgrading your subscription to the Purchased Services. You herebyacknowledge and agree that access to Free Services may be terminated at anytime in GetCtrl’s sole discretion and that GetCtrl may terminate your Accountand access to the Free Services without prior notice and without liability toGetCtrl. GetCtrl will use reasonable efforts to provide you an opportunity toexport your Content immediately upon termination of your Account or access tothe Free Services, however you are solely responsible for ensuring properbackup and data retention and GetCtrl will not be responsible for any loss ofinformation. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FREE SERVICES AREPROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE FULLESTEXTENT PERMITTED BY LAW, GETCTRL HEREBY EXCLUDES ANY IMPLIED WARRANTIES INCONNECTION WITH THE FREE SERVICES WHICH SHALL BE GOVERNED BY THE DISCLAIMER ANDEXCLUSIONS UNDER SECTION 11. IN ANY EVENT, GETCTRL’S AGGREGATE LIABILITYARISING OUT OF OR RELATING TO THE FREE SERVICE SHALL NOT EXCEED US$1,000.
1.4. Use of the Purchased Services. Subject to the terms and conditions of this Agreement (includingpayment in full of applicable fees) and for the subscription term set forth inyour subscription package, GetCtrl hereby grants you a limited, revocable,personal, non-transferable, non-assignable, non-exclusive, non-sublicensablelicense to access and use the Purchased Services, solely for internal businesspurposes, all in accordance with the license scope of the applicable subscriptionpackage (which may include, inter alia, applicable metric usage parameters,permitted number of Authorized Users, add-on features and pricing relevant toany functionality available as part of the Purchased Services). You may purchase additionallicenses for Authorized Users or increase the scope of your license metricswhich modifications which will become applicable for the remainder of yoursubscription period.
1.5. Beta Results. If you are using the beta versionof the Services, you hereby acknowledges that the Services are still underdevelopment and have yet to be generally released to the public. As such, theServices have not been fully tested and completed and may contain defects,deficiencies, bugs, errors or other problems. You are solely responsible forestablishing backup, log, batch, review and other procedures and controlsappropriate to maintain the integrity and continuity of its operations and dataand GetCtrl shall not liable for any loss of data. GetCtrl may and is likely toalter the Services’ specifications, capabilities, functions, features and/orconfigurations. You will provide GetCtrl with the results of any use andevaluation of the Services, including any defects, errors or problems and anyinformation necessary for GetCtrl to evaluate such defects, errors or problemsincluding with respect to usage made of the Services, performance benchmarks,problems, including without limitation all errors, failures and bugs (“BetaResults”), and any such Beta Results shall be deemed GetCtrl IPR andConfidential Information (each as defined below).
1.6. Restrictions on Use. The Services shall be accessed inaccordance with their intended purpose and as detailed in the GetCtrl website,Documentation, or by any other written instructions of GetCtrl. Except asexpressly permitted by this Agreement, you may not, nor permit anyone else to,directly or indirectly: (i) copy, modify, translate, create derivative works ofthe Services; (ii) decompile, reverse engineer or disassemble the Servicesand/or any components thereof or otherwise attempt to obtain or have access tothe source code for the Services; (iii) give, sell, sublicense, disclose,publish, assign, market, transfer or distribute any portion of the Services toany third party, including, but not limited to your Affiliates, or use theServices in any service bureau arrangement; (iv) circumvent, disable orotherwise interfere with security-related features of the Services or featuresthat prevent or restrict use or copying of any content or that enforcelimitations on use of the Services; (v) use any robot, spider, scraper, orother automated means to access the Services for any purpose; (vi) transmit orupload any viruses, spyware or other harmful, infringing or illegal content; (vii)use the Services to develop a competing service or product; (viii) export orre-export the Services or underlying information or technology (a) into (or toa national or resident of) Cuba, Iraq, Libya, North Korea, Lebanon, Iran,Syria or any other country to which the U.S. and/or Israel hasembargoed goods and services; or (b) to anyone on the U.S. TreasuryDepartment's list of Specially Designated Nationals or the U.S. Commerce Department'sTable of Denial Orders and/or (ix) use the Services in any unlawful manner orin breach of this Agreement. Any right not explicitly granted to you isreserved to GetCtrl or its licensors.
2. Changes to Services. We may add, upgrade, modify ordiscontinue any functionality, feature or tool available through the Servicesin our discretion without further notice. However, if GetCtrl makes anymaterial adverse change in the core functionality of the Services, then GetCtrlwill notify you by posting an announcement on the GetCtrl website or via theServices or by sending you an email in accordance with the details provided inyour 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 forunused Services as of the date of termination. Continue use of the Servicesfollowing such period shall be deemed as acceptance of any change to theServices.
3. Support and Maintenance. Subject to payment of applicablefees of your applicable subscription, GetCtrl will maintain and support theServices in accordance with its standard support services available from timeto time. Please note that different service levels may be applied by GetCtrlwith respect to various subscription packages.
4. Fees and Payment
4.1. Fees. The provision of theService shall be subject to payment of applicable subscription fees and supportfees in accordance with the relevant specifications of your subscriptionpackage, all in accordance with GetCtrl’s then in-effect price list (found onthe GetCtrl website) (the “Fee”). All subscriptions shall be subject tothe applicable usage limits, as specified in the GetCtrl website or onlineinterface, as applicable. If you exceed any of your usage limits, GetCtrl shallbe entitled to either seek to reduce your usage to conform to the agreed uponlimit or automatically charge for the exceeding usage which amounts shall be chargedto any subsequent invoice issued by GetCtrl. All fees are non-refundable andnon-cancelable. GetCtrl may, at its discretion at any time, change the Fees and/orpayment method, which shall become applicable for the subsequent Subscription Term.You will be charged the updated Fees only after a notice is provided, either byemail and/or a prominent notice through the Services. By continuing to use theServices following such notice, you agree to be bound by these modifications. Pleasenote that separate terms and conditions of third-party payment processors mayapply to the payment of any applicable Fees.
4.2. Billing. Unless specified otherwise, (a) youwill be invoiced for the Fees upon execution of this Agreement, and upon therenewal of any Subscription Term and (b) payment is due and shall be madewithin thirty (30) days after the date of the invoice or the end of theapplicable Subscription Term, and (c) all amount payable hereunder shall bepaid in United States Dollars. Allamounts not paid within fifteen (15) days of the due date shall bear interestat the rate of one and a half percent (1.5%) per month, or at the highest rateallowed by law, whichever is lower, from the date due.
4.3. Taxes. Prices are exclusive of all taxes of any nature. You will be responsibleto pay all applicable taxes, including all sales, use, value added, withholdingor other taxes and fees, federal, state or otherwise, however designated, whichare levied or imposed by reason of the transactions contemplated by thisAgreement, except for taxes based on GetCtrl’s net income. If GetCtrl isrequired 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 sumpayable to GetCtrl shall be increased by the amount necessary to yield toGetCtrl an amount equal to the sum it would have received had no withholdingsor deductions been made.
5. Disclaimer of Warranties
5.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY, WITH RESPECT OF ANYEVALUATION LICENSE OR BETA OFFERINGS OF THE SERVICES, THE SERVICES ARE PROVIDEDON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. SUBJECT TO THE REQUIREMENTSAND LIMITATIONS, IF ANY, OF APPLICABLE LAW, IMPLIED WARRANTIES OF FITNESS FOR APARTICULAR PURPOSE, SATISFACTION AND MERCHANTABILITY SHALL NOT APPLY. THEENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES IS UNDERTAKEN BYYOU. YOUR SOLE RECOURSE IN THE EVENT OF ANY DISSATISFACTION WITH THE SERVICESIS TO STOP USING IT.
5.2. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED HEREIN, AND TO THEEXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT ANY OTHERWARRANTY. 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 ARISINGOUT OF COURSE OF DEALING OR USAGE OF TRADE. THE ENTIRE RISK ARISING OUT OF THEUSE OF THE SERVICES REMAINS WITH YOU. GETCTRL DOES NOT WARRANT THAT THE ACCESSTO AND USE OF SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ERRORS AREREPRODUCIBLE OR THAT ERRORS ARE REPAIRABLE AND DOES NOT WARRANT OR MAKE ANYREPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICESINCLUDING WITHOUT LIMITATION IN TERMS OF THEIR CORRECTNESS, USEFULNESS,ACCURACY, RELIABILITY, OR OTHERWISE.
6. Creating Content
6.1. Posting Content. Our Services allow you to provide any data, text, images, reports,personal information, or any other content, and submit queries and prompts(collectively, “Customer Content”). Customer Content may be uploaded orsubmitted, transmitted or otherwise made available, to or through the Serviceby you or any Authorized User and is processed by us on your behalf.
6.2. Permission to Use Content. You retain all right, title,interest and control, in and to the Content, in the form submitted to theService or generated as part of the Service. Subject to these Terms, you herebygrant us a worldwide, royalty-free,limited license to access, use, process, copy, distribute, perform, export, anddisplay the Content for purpose ofproviding the Services to you and improving our services, and solely to theextent that reformatting Customer Content for display in the Service or GeneratedContent (as defined below) constitutes a modification or derivative work, theforegoing license also includes the right to make modifications and derivativeworks.
6.3. Responsibilityfor Customer Content. You represent and warrant that: (i) you haveor have obtained all rights, licenses,consents, permissions, power and/or authority, necessary to grant the rights granted herein, for any Customer Content that you submit, post or display on orthrough the Service, including any consents relating to collection ofpersonally identifiable data from natural persons; (ii) the Customer Contentis in compliance with, and subject to, our Acceptable Use Policy; and(iii) the Customer Content you submit, youruse of such Customer Content, and our use ofsuch Customer Content, as set forth in these Terms, do not and shallnot (a) infringe or violate any intellectual property, proprietary, privacy,data protection or publicity rights of any third party; (b) violate any applicable laws, regulationsand conventions; (c) violate any of your or third party’s policies and termsgoverning the Customer Content; and (d) we may exercise the rights to yourCustomer Content granted herein without liability for payment of any fees,payments or royalties payable. Other than our security and data protectionobligations expressly set forth in Section 11, weassume no responsibility or liability for Customer Content,and you shall be solely responsible for Customer Contentand the consequences of using, disclosing, storing, or transmitting it.It is hereby clarified that the Company does not monitor or moderate Customer Content and there shall be no claim against it ofnot acting so.
6.4. GeneratedContent. The Services enable you to create outputmaterials which are based on your Customer Content as well as other generallyavailable content made available to you through the Open.AI API and services.(“Generated Content” and together with Customer Content, the “Content”).Generated Content is provided to you in a manner consistent with the OpenAImission and terms. For more on the use of Third Party Services, please seebelow Section 6. You retain all right, title, interest and control, in andto the Generated Content, in the form submitted to the Service.
6.5. DMCA Policy. We respect copyright and itis our policy to terminate in appropriate circumstances account holders whorepeatedly infringe or are believed to be repeatedly infringing the rights ofcopyright holders. Please see our DMCA Policy at [please complete], for further information.
7. Intellectual Property Rights
7.1. GetCtrl IP. All right, title and interest inand 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 Rightstherein, are and shall remain solely owned by GetCtrl or their respectivelicensors (“GetCtrl IPR”).
7.2. Feedback. You may provide GetCtrl with feedback regarding the Services, includingwithout limitation suggestions, ideas, bug notes and user experiencetestimonies (collectively, “Feedback”) which shall be deemed GetCtrl IPR.To the extent all Intellectual Property Rights in the Feedback are notautomatically vested with Next Silicon upon creation, the Company herebyirrevocably assigns all rights therein to GetCtrl and waives any and all rightstherein including without limitation moral rights and/or rights to receivecompensation and/or royalties
8. Third Party Components. The Services include third partysoftware components that are subject to open-source licenses or pass throughcommercial licenses (“Third Party Components”, and “Third Party Terms”,respectively). Some of the Third-Party Software Terms may be made available toyou through the Services, its Documentation or via a supplementary listprovided by GetCtrl. Any covenants, representations, warranties, indemnitiesand other commitments with respect to the Services in this Agreement are madeby GetCtrl and not by any authors or suppliers of, or contributors to such Third-PartyComponents. Any use of Third-Party Components is subject solely to the rightsand obligations under the applicable Third-Party Terms. If there is a conflictbetween any Third-Party Terms and the terms of this Agreement, then the Third-PartyTerms shall prevail but solely in connection with the related Third-PartyComponents. Notwithstanding anything in this Agreement to the contrary, GetCtrldoes not make any representation, warranty, guarantee, or condition, and doesnot undertake any liability or obligation, with respect to any Third-PartyComponents. Without derogating from the generality of the foregoing, pleasenote that GetCtrl's use of information received from Google APIs will adhereto Google API Services User DataPolicy, including the Limited Use requirements.
9.2. Anonymous Information. Usage Data includes aggregate, analytical orstatistical data which is derived, created or learned from the use of theServices (“Anonymous Information”). Notwithstanding anything to thecontrary in this Agreement, we may collect and use Anonymous Information todevelop, improve, support, and operate our products and services, only to theextent such Anonymous Information has beenaggregated and anonymized such that you, your Authorized Users or your endusers cannot be identified. We own all Anonymous Information collected orobtained by us.
10. Third Party Services
10.1.Third Party Services. The Services include third partysoftware services, products, apps and tools that are subject to open-sourcelicenses, pass through commercial licenses or are offered via our APIintegrations (such as for example the Open.AI API which is used as part of theServices) (“Third Party Services”).
10.2.Independent Relationship. You acknowledge and agree thatregardless of the manner in which such Third Party Services may be offered toyou, we merely act as an intermediary platform between you and such Third PartyServices, and we do not, in any way, endorse any such Third Party Services, orshall be in any way responsible or liable with respect to any such Third PartyServices. Your relationship with such Third Party Services may be subject to aseparate contractual arrangement between you and the provider of a Third PartyService (the “Third Party Agreement”). We are not a party to, orresponsible, in any manner, for the compliance by you or by the provider of theThird Party Service with the Third Party Agreement.
10.4.UseConditions and Limitations. Both the Company and a Third Party Servicemay impose, each at its sole discretion, additional conditions or limitationson your access and use of certain Third Party Services, including withoutlimitation, imposing a limited quota on the number of actions or other uses (asthe case may be). Such additional conditions or limitations shall be indicatedwherever relevant within the Service or the Third Party Service or otherwisenotified to you or to any other relevant User of the Account.
10.5.Limitationof Liability. WE BEAR NO RESPONSIBILITY AND/OR LIABILITYFOR ANY THIRD PARTY SERVICES, INCLUDING WITHOUT LIMITATION, SUCH THIRDPARTY SERVICE’S OPERABILITY OR INTEROPERABILITY WITH OUR SERVICE,SECURITY, ACCURACY, RELIABILITY, USE OF CUSTOMER CONTENT, DATA PROTECTIONAND PROCESSING PRACTICES AND THE QUALITY OF ITS OFFERINGS, AS WELL AS ANY ACTSOR OMMISSIONS BY THIRD PARTIES. BY ACCESSING AND/OR USING THE THIRD PARTYSERVICES, YOU ACKNOWLEDGE THAT YOUR ACCESS AND USE OF THE THIRD PARTYSERVICES ARE AT YOUR SOLE DISCRETION AND RISK, AND YOU ARE SOLELYRESPONSIBLE FOR ENSURING SUCH THIRD PARTY SERVICE’S OPERATION AND PRACTICES ANDITS RESPECTIVE THIRD PARTY AGREEMENT, MEET YOUR NEEDS.
11.1.Each party may have access to certain non-public and/orproprietary information of the other party (the “Recipient”), in anyform or media, including (without limitation) confidential trade secrets andother information related to the products, software, technology, data,know-how, or business of the other party (“Discloser”), whether writtenor oral, and to any other information that a reasonable person or entity shouldhave reason to believe is proprietary, confidential, or competitively sensitive(“'Confidential Information”).Notwithstanding anything to the contrary, GetCtrl IPR is deemed as GetCtrlConfidential Information. Neither party shall have an obligation under thisAgreement to maintain in confidence any information that it can demonstratethat (i) is now or subsequently becomes generally available in the publicdomain through no fault or breach on the part of receiving party; (ii) thereceiving party can demonstrate in its records to have had rightfully in itspossession prior to disclosure of the Confidential Information by theDiscloser; (iii) receiving party rightfully obtains from a third party who hasthe right to transfer or disclose it, without default or breach of this Agreement;(iv) the receiving party can demonstrate in its records to have independentlydeveloped, without breach of this Agreement and/or any use of the Discloser’sConfidential Information; or (v) is disclosed pursuant to the order orrequirement of a court, administrative agency, or other governmental body;provided, however, that the receiving party shall make best effort to provideprompt notice of such court order or requirement to the Discloser to enable theDiscloser to seek a protective order or otherwise prevent or restrict suchdisclosure.
11.2. Each party shall take reasonablemeasures, at least as protective as those taken to protect its own confidentialinformation, but in no event less than reasonable care, to protect theDiscloser's Confidential Information from disclosure to a third party. Neitherparty shall use or disclose the Confidential Information of the Discloserexcept as expressly permitted under this Agreement. All right, title andinterest in and to Discloser's Confidential Information are and shall remainthe sole and exclusive property of the Discloser.
12. Term and Termination
12.1. Term. The term of this Agreement shall commence on the Effective Date andwill continue for applicable subscription period for each of the Evaluation,Free Services or Purchased Services, as specified in the GetCtrl website oronline interface, as applicable (the “Subscription Term”). The Subscription Term of the Purchased Services shall beautomatically 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 thanthirty (30) days prior to the then in-effect Subscription or Renewal Term
12.2. Termination; Suspension. A party may terminate this Agreement: (i) upon the other party'smaterial breach that is not cured within thirty (30) days after receiving written notice ofsuch breach; or (ii) upon providing written notice in the event that one or more of the following events occur(s): (a) appointment of atrustee 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 theother party for the benefit of creditor(s); or (d) dissolution or liquidationof the other party. In addition, GetCtrl may temporarily suspend your use ofthe Services without prior notice if your or your Authorized User’s acts oromissions threaten the integrity or security of the Services. Company will usecommercially reasonable efforts, in good faith, to avoid or mitigate the degreeto which the Services are to be suspended, including, but not limited to,providing you with prior notice and an ability to cure (to the extentfeasible).
12.3. Effect of Termination. Upon termination of this Agreement, (i) all licenses granted underthis Agreement shall expire, and GetCtrl will cease providing the Services; (ii) each party shall return any copiesof Confidential Information to the Discloser, provided however, that any of yourContent shall be immediately deleted by GetCtrl upon termination of thisAgreement; and (iii) any outstanding Fees shall become immediately due andpayable on the date of termination of the Agreement. If the Agreement isterminated by you for the material breach of GetCtrl then you will be entitledto a refund of the unused pre-paid subscription amount calculated from the dateof notice of termination for material breach issued by you. Thoseprovisions of this Agreement which by their nature should survive theexpiration or termination of this Agreement shall so survive its expiration ortermination, including without limitation, Sections 4.2, 5, 6, 7, 11, 13.2, 13.3, and 14-15.
13. Limitation of Liability. TO THEFULLEST EXTENT PERMITTED BY APPLICABLE LAW, GETCTRL OR ITS LICENSORS SHALL NOTBE LIABLE TO YOU FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL ORINCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BUSINESSINTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL, WORK STOPPAGE,ACCURACY OF RESULTS, COMPUTER FAILURE, MALFUNCTION, FIRE, ELECTRICAL FAILURE ORSHORT CIRCUIT), OR LOSS OF PROFITS OR DATA OR ANY OTHER DAMAGES, COSTS ORLOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF GETCTRL OR ITS LICENSORS HAVEBEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TOTHE CONTRARY, AND EXCEPT FOR FRAUD, WILLFUL MISCONDUCT, BREACH OFCONFIDENTIALITY OR INTELLECTUAL PROPERTY OR INDEMNIFICATION FOR THIRD PARTYINFRINGEMENT CLAIMS, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF GETCTRLAND/OR ITS LICENSORS, ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THEAMOUNT ACTUALLY PAID TO GETCTRL HEREUNDER DURING THE 12 MONTHS PRECEDING THECLAIM THAT GAVE RISE TO DAMAGES.
14. Indemnification. You agree to defend, indemnifyand hold harmless the Company, its officers, directors, employees, affiliates and agents, from andagainst any and all claims, damages, obligations, losses, liabilities, costs,debts, and expenses (including but not limited to attorney's fees) arising fromthe unauthorized use of the Services, the Content, including use of theCustomer Content as part of the Services and any breach of your warranties withrespect to Customer Content.
15.1. Modifications. We reserve the right, at our discretion, to change thisAgreement at any time. Such change will be effective ten (10) days followingour sending a notice thereof to you or posting the revised Agreement on the GetCtrlwebsite, and your continued use of the Service thereafter means that you acceptthose changes.
15.2. Governing Law/Venue. This Agreement shall begoverned by the laws of the State of Israel, without regard to that state’sconflicts of laws rules. All disputes arising under or relating to thisAgreement shall be resolved exclusively in the appropriate court sitting in TelAviv, Israel.
15.3. Assignment. Neither party may assign or otherwise transfer its rights orobligations under this Agreement without the prior consent of the other party,provided that either party may assign or otherwise transfer its rights orobligations herein to an Affiliate or in the event of transfer to a person orentity who directly or indirectly acquires all or substantially all of theassets or business of such party, whether by change of control, sale, merger orotherwise, without consent. Anyprohibited assignment, transfer or sublicense shall be null and void.
15.4. Entire Agreement. This Agreement and any exhibits hereto set forth the entireagreement and understanding between the parties. For the sake of clarity, these terms andconditions shall not apply to licensees who have licensed the Services through,and signed an end user license agreement with, a reseller or partner authorizedby GetCtrl to resell subscriptions to the Software, so long as such end userlicense agreement complies substantially with the terms and conditions of thisAgreement. In such cases, you are granted a license in the Services by andthrough the reseller and not directly by GetCtrl.
15.5. No Waiver. The failure of any partyat any time to require performance of any provision of this Agreement shall inno 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, shallbe deemed to be or construed as a further or continuing waiver of any suchcondition or of any breach of any such term or any other term set forth in thisAgreement.
15.6. Severability. If any provision of thisAgreement is unenforceable for any reason, such circumstances shall not havethe effect of rendering the provision in question inoperative or unenforceablein any other case or circumstance, or of rendering any other provision or provisions contained in this Agreementinvalid, inoperative, or unenforceable to any extent whatsoever. The invalidity of any portion of thisAgreement shall not affect the remaining portions of this Agreement.
15.7. Force Majeure. GetCtrl will not beliable for any failure or delay in its performance under this Agreement due tocauses beyond its reasonable control, including without limitation, naturaldisasters, acts of civil or military authority, fire, flood, war, laborshortage or dispute, public health emergencies, pandemic or governmentalauthority.
16. Definitions. All capitalized terms used herein shall have the meaningsset forth below:
16.1. “Affiliate” shall mean any entity that Controls, isControlled by, or is under common Control with you, provided that such anaffiliate is not a competitor of GetCtrl.
16.2. “Authorized Users”means your employees whose duties require such access or authorized consultantsand subcontractors (excluding any competitors of GetCtrl) only where such useis required as part of their performance of the Services for you.
16.3. “Evaluation” means any access to the Services for the firsttime as part of an evaluation, proof of concept or trial, which may be paid orfor no consideration in accordance with your written agreement with GetCtrl,which shall be so conducted for internal business use and solely for thepurpose of evaluating the Services.
16.4. “Free Services” means any subscription to the Serviceswhich is offered by GetCtrl and made available to you for no considerationthrough the online GetCtrl interface. The Free Services exclude any free trialsand support services offered by GetCtrl. Free Services may include limitedfeatures and tools which are offered by GetCtrl as part of paid subscriptionsto the Purchased Services, as modified from time to time by GetCtrl in its soledisrection.
16.5. “Control” shall mean the ownership, directly or indirectly,of 50% or more of the voting interest.
16.6. “Documentation” means the standard documentation and usermanuals provided or made accessible to you along with the Services.
16.7. “Intellectual Property Rights” shall mean any (i) patentsand patent applications throughout the world, including all reissues,divisions, continuations, continuations-in-part, extensions, renewals, andre-examinations of any of the foregoing, all whether or not registered orcapable of being registered; (ii) common law and statutory trade secrets andall other confidential or proprietary or useful information that hasindependent value, and all know-how, in each case whether or not reduced to awriting or other tangible form; (iii) all copyrights, whether arising understatutory or common law, whether registered or not; (iv) all trademarks, tradenames, corporate names, company names, trade styles, service marks,certification marks, collective marks, logos, and other source of businessidentifiers, whether registered or not; (v) moral rights in those jurisdictionswhere such rights are recognized; (vi) any rights in source code, object code,mask works, databases, algorithms, formulae and processes; and/or (vii) allother intellectual property and proprietary rights, and all rightscorresponding to the foregoing throughout the world.
16.8. “Purchased Services” means any paid subscription to theServices that you purchased by subscribing to the applicable package as madeavailable on the GetCtrl online interface, as distinguished from Free Servicesor those Services provided pursuant to a free evaluation. Subscription to thePurchased Services may include various subscription plans which includedifferent features, tools or modules.
16.9. “Services” means the GetCtrl proprietary SaaS platform(including portions thereof or versions in beta phase) which extends atask-management interface with respect of third-party applications and cloudenvironments. The Services include the Documentation and any updates, upgrades,versions, enhancements, improvements and modifications thereto. Reference to the Services shall include theEvaluation, Free Services and Purchased Services.