OPSCTRL FACILITY APPLICATION END USER LICENSE AGREEMENT 

PLEASE READ THIS OPSCTRL FACILITY APPLICATION END USER LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE CLICKING THE “ACCEPT” BUTTON OR DOWNLOADING OR USING THE inCTRL opsCTRL™ MOBILE APPLICATION OR WEB PORTAL ACCOMPANYING THIS LICENSE. BY ENTERING INTO A PURCHASE ORDER OR SIMILAR DOCUMENT, CLICKING THE “ACCEPT” BUTTON, OR DOWNLOADING OR USING THE APPLICATION, YOU (i) REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THE TERMS OF THIS LICENSE ON BEHALF OF YOUR ORGANIZATION OR GOVERNMENT AGENCY THAT IS A PURCHASER OF inCTRL SERVICES OR SOFTWARE (“CUSTOMER” and “END USER”), AND IN FACT AGREE TO THE TERMS OF THIS LICENSE ON BEHALF OF CUSTOMER; OR (ii) REPRESENT AND WARRANT THAT A PERSON WITH AUTHORITY TO AGREE TO THE TERMS OF THIS LICENSE ON BEHALF OF CUSTOMER HAS ALREADY DONE SO. YOU ALSO AGREE THAT YOUR PERSONAL USE OF THE APPLICATION WILL COMPLY WITH THE TERMS OF THIS LICENSE. 

IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE ON BEHALF OF CUSTOMER, OR IF YOU DO NOT HAVE THE AUTHORITY TO AGREE TO THE TERMS OF THIS LICENSE ON BEHALF OF CUSTOMER AND CUSTOMER HAS NOT ALREADY BEEN BOUND TO THE TERMS OF THIS LICENSE BY A DULY AUTHORIZED PERSON, YOU MAY NOT CLICK THE “ACCEPT” BUTTON OR DOWNLOAD OR USE THE APPLICATION 

The Application is licensed, not sold, to Customer by inCTRL Solutions Corp (the “Company”) for use strictly in accordance with the terms and conditions of this License, and any “usage rules” established by any other third party platform through which Customer downloads or uses the Application, such as the Apple Inc. App Store (“Usage Rules”), which are incorporated herein by this reference. The term “Application” shall refer to and consist of the following: (i) the software, including the mobile software application and web portal, through which Customer is able to access opsCTRL™ Facility , including, without limitation, any software code, scripts, interfaces, graphics, displays, videos, text, documentation and other components; (ii) any updates, modifications, enhancements, Internet-based services, and support services related to the items listed in subsection (i); (iii) any opsCTRL content that is made available through any API, regardless of the medium through which it is accessed, and (iv) any inCTRL website to which the software listed in subsection (i) directs users via any browser located on any phone or other mobile device (“Mobile Device”). 

The Company will use reasonable efforts to make the Application available for use as contemplated herein in accordance with the Service Level Agreement (“SLA”) attached hereto as Annex 1.  

Company grants Customer a worldwide, revocable, non-exclusive, non-sublicensable limited right to install, access, and use the Application on Mobile Devices and other computers owned and controlled by Customer or users authorized by Customer, strictly in accordance with the terms and conditions of this License, the Usage Rules and any service agreement associated with end users’ Mobile Devices (collectively “Related Agreements”).   

Customer shall use the Application strictly in accordance with the terms of the Related Agreements and shall not: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Application; (b) copy, make any modification, adaptation, improvement, enhancement, translation or derivative work from the Application; (c) violate any applicable laws, rules or regulations in connection with Customer’s access or use of the Application; (d) remove, alter or obscure any proprietary or confidentiality notice (including any notice of copyright or trademark) of Company or its affiliates, subsidiaries, business partners, or service providers, or the licensors of the Application; (e) use the Application for any revenue generating endeavor, commercial enterprise, or purpose other than for which it was designed or intended by Company; (f) use the Application for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by Company; (g) use the Application to send automated queries to any website or to send any unsolicited commercial e-mail; or (h) use any proprietary information or interfaces of Company or other intellectual property of Company in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the Application. Additionally, Customer is responsible for managing all user accounts to which it is entitled pursuant to its License with Company, and ensuring that all Customer users comply with the requirements set forth in this License. 

Customer understands and agrees that Company may occasionally upgrade, add features to, or change the Application from time to time in order to improve, enhance, and further develop the Application and Company’s services. Such changes may be made without notice to or approval from end users, where permitted by applicable law. 

Customer acknowledges and agrees that the Application and all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of Company. Furthermore, Customer acknowledges and agrees that the source and object code of the Application and the format, directories, queries, algorithms, structure and organization of the Application are the intellectual property and proprietary and confidential information of Company and its affiliates, subsidiaries, business partners, and service providers. Company acknowledges that Customer obligations facilitated by this License shall be subject to any applicable open records obligations required by law. Except as expressly stated in this License, Customer is not granted any intellectual property rights in or to the Application by implication, estoppel or other legal theory, and all rights in and to the Application not expressly granted in this License are hereby reserved and retained by Company.  

The Application may utilize or include third party software that is subject to open source and third party license terms (“Third Party Software”). Customer acknowledges and agrees that Customer’s right to use such Third Party Software as part of the Application is subject to and governed by the terms and conditions of the open source or third party license applicable to such Third Party Software, including, without limitation, any applicable acknowledgements, license terms and disclaimers contained therein. In the event of a conflict between the terms of this License and the terms of such open source or third party licenses, the terms of the open source or third party licenses shall control with regard to Customer’s use of the relevant Third Party Software. In no event, shall the Application or components thereof be deemed to be “open source” or “publically available” software. 

Customer is not authorized to use the Company trademarks in any advertising, publicity or in any other commercial manner without the prior written consent of Company, which may be withheld for any or no reason. 

Customer may not rent, lease, lend, sublicense or transfer the Application, this License or any of the rights granted hereunder, unless explicitly permitted to do so under the terms of the applicable service agreement. Any attempted transfer in contravention of this provision shall be null and void and of no force or effect. 

Customer and End Users can learn more about how Company processes information provided by Customer through the Application by reading our DPA, available at https://www.inctrl.com/dpa. End user acknowledges the collection, use, and disclosure of its information through the Application will be in accordance with the terms of the Privacy Policy of the Customer as currently listed, provided however that no change in the Privacy Policy will result in a material diminution of any applicable products, services or applications. Customer and End Users also acknowledge that Internet transmissions are never completely private or secure and that there is a risk that any message or information sent to the Application may be read or intercepted by others.  

The Application may allow Customer to upload, submit, store, send, or receive content. Customer retains ownership of any intellectual property rights Customer may have in that content (“Customer Content”). When Customer uploads, submits, stores, sends, or receives Customer Content to or through the Application, Customer grants and represents that Customer has the right to grant Company and its affiliates, subsidiaries, business partners, and service providers a worldwide non-exclusive, royalty-free, fully sublicensable, fully transferable, irrevocable, perpetual license to use, reproduce, modify, create derivative works of, communicate, publish, publicly perform, publicly display, and distribute, Customer Content for the purpose of providing and improving the Application. Customer further agrees that Customer Content will not contain third party copyrighted material, or material that is subject to other third-party proprietary or privacy rights, unless Customer has permission from the rightful owner of the material or Customer is otherwise legally entitled to upload, submit, store, send, or receive Customer Content for access and use in the Application and to grant Company all of the license rights granted herein. Additionally, Customer agrees that all Customer Content uploaded, submitted, stored, sent, or received through the Application shall be related to the Customer equipment and operations.  

Customer acknowledges that the Application may permit access to products, services, websites, advertisements, promotions, recommendations, advice, information, and materials created and provided by advertisers, publishers, content partners, marketing agents, vendors and other third parties (“Third Party Content and Services”). 

Customer acknowledges that Company does not investigate, monitor, represent or endorse the Third-Party Content and Services (including any third-party websites available through the Application or third party messaging services that may integrate with the Application). Furthermore, Customer’s access to and use of the Third-Party Content and Services is at Customer’s sole discretion and risk, and Company and its affiliates, subsidiaries, business partners, and service providers shall have no liability to Customer arising out of or in connection with Customer’s access to and use of the Third-Party Content and Services. Company hereby disclaims any representation, warranty, condition, or guaranty regarding the Third Party Content and Services, whether express, implied or statutory, including, without limitation, the implied warranties or conditions of merchantability, merchantable quality, or fitness for a particular purpose, and any representation, warranty, condition, or guaranty regarding the availability, quality, reliability, features, appropriates, accuracy, completeness, or legality of the Third Party Content and Services. 

Customer acknowledges and agrees that Customer’s access to and use of the Third-Party Content and Services and any correspondence or business dealings between Customer and any third party located using the Application are governed by and require Customer’s acceptance of the terms of service of such third party, including, without limitation, any terms, privacy policies, conditions, representations, warranties or disclaimers contained therein. Furthermore, Customer acknowledges and agrees that the Third-Party Content and Services and any related third-party terms of service are subject to change by the applicable third party at its sole discretion and without any notice. Customer assumes all risks arising out of or resulting from Customer’s transaction of business over the Internet and with any third party, and Customer agrees that Company and its affiliates, subsidiaries, business partners, and service providers are not responsible or liable for any loss or result of the presence of information about or links to such service providers or other third parties. Furthermore, Customer acknowledges and agrees that Customer is not being granted a license to (i) the Third Party Content and Services; (ii) any products, services, processes or technology described in or offered by the Third Party Content and Services; or (iii) any copyright, trademark, patent or other intellectual property right in the Third Party Content or Services or any products, services, processes or technology described or offered therein. 

Customer acknowledges and agrees that the provision of access to any Third-Party Content and Service shall not constitute or imply any endorsement by Company or its affiliates, subsidiaries, business partners, or service providers of such Third-Party Content and Services. Company reserves the right to restrict or deny access to any Third Party Content and Services otherwise accessible through the Application, although Company has no obligation to restrict or deny access even if requested by Customer. 

Customer understands that by accessing and using the Third-Party Content and Services, Customer may encounter information, materials and subject matter (i) that Customer or others may deem offensive, indecent, or objectionable; (ii) which may or may not be identified as having explicit language, and (iii) that automatically and unintentionally appears in search results, as a link or reference to objectionable material. Notwithstanding the foregoing, Customer agrees to use the Third Party Content and Services at Customer’s sole risk and that Company and its affiliates, subsidiaries, business partners, and service providers shall have no liability to Customer for information, material or subject matter that is found to be offensive, indecent, or objectionable. 

Customer agrees that the Third-Party Content and Services contain proprietary information and material that is owned by Company and its affiliates, subsidiaries, business partners, and service providers and is protected by applicable intellectual property and other laws, including, without limitation, pursuant to copyright, and that Customer will not use such proprietary information or materials in any way whatsoever except for permitted use of the Third-Party Content and Services. No portion of the Third-Party Content and Services may be reproduced in any form or by any means. Customer agrees not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Third-Party Content and Services, in any manner, and Customer shall not exploit the Third-Party Content and Services in any unauthorized way whatsoever, including, without limitation, by trespass or burdening network capacity. Customer agrees that Customer will not use any Third–Party Content and Services in a manner that would infringe or violate the rights of any other party, and that Company is not in any way responsible for any such use by Customer. 

The Application may provide End User with the opportunity to send and receive data via End User’s mobile device, including receive communications from the Company via text message, which may result in mobile charges, including text-messaging and data charges. Customer and End User, and not the Company, is responsible for any mobile charges that Customer may incur in connection with its access or use of the Application. If Customer is unsure what those charges would be, it should contact its mobile service provider. 

The License shall enter into force on the date defined in purchase order confirmation between the Company or a Reseller and the Customer and shall be concluded for an initial term as indicated in the purchase order (“Initial Term”). After expiry of the Initial Term, the Agreement automatically renews for another year (“Renewal Term”), unless it is terminated in accordance with Section 7.2.  The Initial Term and Renewal Term may be referred to herein, collectively, as the “Term.”. 

Termination for convenience of the License is prohibited during the Initial Term or any Renewal Term. Customer may terminate the License by giving notice at least one month in advance of the expiration of the Initial Term or current Renewal Term. In case Customer has obtained user accounts for the Application from a third-party supplier (i.e. not from Company), Customer may give notice of termination of the License to the third-party supplier. In such case, the termination notice issued to the third-party supplier shall terminate the License with Company. Company may terminate the License by giving notice at least three months prior to the expiration of the Initial Term or current Renewal Term. The right to terminate the License for material breach remains unaffected. In any case, the notice of termination must be in writing. Furthermore, if Customer fails to comply with any terms and conditions of this License, then this License and any rights afforded to Customer hereunder shall terminate automatically, without any notice or other action by Company. For a period of thirty (30) days immediately following the termination of this License, Customer may download any and all documents and other information or data that Customer uploaded to the Application. Otherwise, upon termination, Customer shall cease all further use of the Application and uninstall the Application at the end of such thirty (30) day period. 

CUSTOMER ACKNOWLEDGES AND AGREES THAT THE APPLICATION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THAT CUSTOMER’S USE OF OR RELIANCE UPON THE APPLICATION AND ANY THIRD-PARTY CONTENT AND SERVICES ACCESSED THEREBY IS AT CUSTOMER’S SOLE RISK AND DISCRETION. COMPANY AND ITS AFFILIATES, SUBSIDIARIES, BUSINESS PARTNERS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR THE VERACITY AND ACCURACY OF ANY INFORMATION OR OTHER DATA CUSTOMER UPLOADS TO, OR ACCESSES THROUGH, THE APPLICATION, AND HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, AND GUARANTIES REGARDING THE APPLICATION AND THIRD PARTY CONTENT AND SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN THE INDUSTRY, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHERMORE, COMPANY AND ITS AFFILIATES, SUBSIDIARIES, BUSINESS PARTNERS, AND SERVICE PROVIDERS MAKE NO WARRANTIES THAT (I) THE APPLICATION OR THIRD PARTY CONTENT AND SERVICES WILL MEET CUSTOMER’S REQUIREMENTS; (II) THE APPLICATION OR THIRD PARTY CONTENT AND SERVICES WILL BE UNINTERRUPED, ACCURATE, RELIABLE, TIMELY, SECURE OR ERROR-FREE; (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL ACCESSED OR OBTAINED BY CUSTOMER THROUGH THE APPLICATION WILL BE AS REPRESENTED OR MEET CUSTOMER’S EXPECTATIONS; OR (IV) ANY ERRORS IN THE APPLICATION OR THIRD PARTY CONTENT AND SERVICES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM COMPANY OR FROM THE APPLICATION SHALL CREATE ANY REPRESENTATION, WARRANTY, CONDITION, OR GUARANTY. FURTHERMORE, CUSTOMER ACKNOWLEDGES THAT COMPANY HAS NO OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE APPLICATION. 

Company will have no liability for errors, unreliable operation, or other issues resulting from use of the Application on or in connection with rooted or jail broken devices or use on any mobile device that is not in conformance with the manufacturer’s original specifications, including use of modified versions of the operating system (collectively, “Modified Devices”).  Use of the App on Modified Devices will be at Customer’s sole and exclusive risk and liability. 

UNDER NO CIRCUMSTANCES SHALL COMPANY OR ITS AFFILIATES, SUBSIDIARIES, BUSINESS PARTNERS, OR SERVICE PROVIDERS, AND THE DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, AND AGENTS OF ANY OF THE FOREGOING BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING OR ARISING OUT OF OR IN CONNECTION WITH (I) THIS AGREEEMENT, (II) CUSTOMER’S ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE APPLICATION, (III) ANY THIRD PARTY CONTENT AND SERVICES, OR (IV) UNAUTHORIZED USE OF, ACCESS TO, OR ALTERATION OF THE SERVICES OR COMPANY CONTENT, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY’S AGGREGATE LIABILITY TO CUSTOMER (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW (AND IN PARTICULAR THIS CLAUSE SHALL NOT EXCLUDE LIABILTY FOR DEATH OR PERSONAL INJURY) AND NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY PROVIDED IN THESE TERMS. 

Customers wireless carrier, the manufacturer and retailer of Customer’s mobile device, the developer of the operating system for the mobile device, the operator of any application store, marketplace, or similar service through which the Application was obtained, and their respective affiliates, suppliers, and licensors (collectively, “Third–Parties”) are not parties to this License and they do not own and are not responsible for the Application.  Company, and not any Third–Parties, is responsible for addressing any claims raised by you or any third party regarding the Application or Customer’s use or possession thereof, including claims related to product liability, legal or regulatory requirements, and consumer protection or similar legislation.  Customer is responsible for complying with all application store and other applicable Third-Party terms and conditions.   

CUSTOMER AGREES (I) THE THIRD PARTIES DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE APPLICATION, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE; (II) IN NO EVENT WILL THE THIRD PARTIES BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) ARISING OUT OF THIS LICENSE OR THE APPLICATION, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (III) IN ANY EVENT, THE MAXIMUM LIABILITY OF ANY THIRD PARTY FOR ALL CLAIMS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) OF EVERY KIND SHALL BE LIMITED TO THE AGGREGATE FEES PAID HEREUNDER DURING THE THREE (3) MONTH PERIOD PRECEDING THE INCIDENT; AND (IV) CUSTOMER WAIVES ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT IT MAY HAVE AGAINST THE THIRD PARTIES ARISING OUT OF THE APPLICATION AND THIS AGREEMENT.  THE THIRD PARTIES ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS AGREEMENT, CAPABLE OF DIRECTLY ENFORCING ITS TERMS.  NOTHING CONTAINED IN THIS AGREEMENT WILL BE CONSTRUED AS MODIFYING OR AMENDING ANY AGREEMENTS OR OTHER TERMS BETWEEN CUSTOMER AND THE THIRD PARTIES WITH REGARD TO THEIR SUBJECT MATTER.   

In the event of any claim that the Application or Customer’s possession and use of the Application infringes a third party’s intellectual property rights, the Third Parties are not responsible for the investigation, defence, settlement, or discharge of the infringement claim. 

To the extent that the foregoing provisions are not contrary to applicable law, Customer shall indemnify, defend and hold harmless Company and its affiliates, subsidiaries, business partners, and service providers, and each of their respective officers, directors, agents and employees (the “Indemnified Parties”) from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including, without limitation, legal fees and fees for other professional advisors) arising out of or in connection with the following: (i) Customer’s access to or use of the Application or Third Party Content and Services; (ii) Customer’s breach of this License; (iii) Customer’s violation of law; (iv) Customer’s negligence or wilful misconduct; or (v) Customer’s violation of the rights of a third party, including the infringement by Customer of any intellectual property or misappropriation of any proprietary right or trade secret of any person or entity. These obligations will survive any termination of the License. 

Company does not warrant that the Application will be compatible or interoperable with Customer’s Mobile Device or any other piece of hardware, software, equipment or device installed on or used in connection with Customer’s Mobile Device. Furthermore, Customer acknowledges that compatibility and interoperability problems can cause the performance of Customer’s Mobile Devices to diminish or fail completely, and may result in permanent damage to Customer’s Mobile Devices, loss of the data located on Customer’s Mobile Devices, and corruption of the software and files located on Customer’s Mobile Devices. Customer acknowledges and agrees that Company and its affiliates, subsidiaries, business partners, and service providers shall have no liability to Customer for any losses suffered resulting from or arising in connection with compatibility or interoperability problems. 

Customer acknowledges that Customer (not Company) is responsible for addressing any third-party claims relating to Customer’s use or possession of the Application, and agrees to notify Company of any third party claims relating to the Application of which Customer becomes aware. Furthermore, Customer hereby releases Company from any liability resulting from Customer’s use or possession of the Application, including, without limitation, the following: (i) any product liability claims; (ii) any intellectual property rights claims; (iii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iv) any claim arising under consumer protection or similar legislation. 

Except for Customer’s obligation to pay fees hereunder, neither party will be liable for any failure or delay in performance under this Agreement which is due to any event beyond the reasonable control of such party, including without limitation, fire, explosion, unavailability of utilities or raw materials, internet delays and failures, telecommunications failures, unavailability of components, labour difficulties, war, riot, act of God, quarantines, pandemic, export control regulation, laws, judgments or government instructions (“Force Majeure Events”). 

For the protection of both parties and to incentivize collaboration and dispute resolution, and to the extent permitted by law, choice of law shall be in the State’s location of Customer and Venue shall be in the State’s location of the Defendant’s place of business.  

If any provision of this License is held to be invalid or unenforceable with respect to a party, the remainder of this License, or the application of such provision to persons other than those to whom it is held invalid or unenforceable shall not be affected and each remaining provision of this License shall be valid and enforceable to the fullest extent permitted by law. 

Except as provided herein, the failure to exercise a right or require performance of an obligation under this License shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute waiver of any subsequent breach. 

Customer may not use or otherwise export or re-export the Application except as authorized by United States law and the laws of the jurisdiction(s) in which the Application was obtained. Customer represents and warrants that Customer is not (i) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, or (ii) listed on any U.S. Government list of prohibited or restricted parties including the Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. Customer also agrees that Customer will not use the Application for any purposes prohibited by United States law or the law of the jurisdiction in which customer is located. 

At renewal, the version of the License available on our website https://opsctrl.com/opsctrl-end-user-license-agreement/ shall apply. All Customers will be required to move to the current iteration of the contract with the understanding that Company acknowledges Customer’s right to decide against such renewal. Survival 

The following sections of this License and any other provisions of this License which by their express language or by their context are intended to survive the termination of this License shall survive such termination: 1, 2.2, 3, 4, 5, 7, 8, 9, 10, 12 and 13. 

Except as permitted in Section 4, Customer shall not assign this License or any rights or obligations herein without the prior written consent of Company and any attempted assignment in contravention of this provision shall be null and void and of no force or effect. 

This License including the documents incorporated herein by reference constitute the entire agreement with respect to the use of the Application licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. 

Last Edited on March 3, 2023. 

Annexes: 

Annex 1 – SLA 

Annex 1 – SLA 

The subject matter of this SLA is the definition of performance parameters (“Service Levels”) for measuring and controlling the quality of the Application to be provided under the License and the determination of measures in the event of non-compliance with the agreed Service Levels (only valid for tiers/Licenses with cost). In the event of a direct conflict between the body of the License and this SLA, the terms of this SLA shall govern with regard to its subject matter.  Capitalized terms not otherwise defined in this SLA will have the meanings assigned to the in the License. 

Availability is calculated as follows: 

By telephone: +1-424-296-8486. 

By e-mail: support@opsctrl.com  

During the term of the Agreement, Company shall provide Customer with monthly reports on compliance with the service levels, outlining the Availability Time and Response Time to Category 1 and 2 defects if any such events occurred during that month.