Terms of Service

Last updated: 10 August 2026

These Terms of Services (the “Terms”) constitute a binding agreement between Capitan Ltd. (together with its affiliated companies – “Capitan Ltd.”, “Capitan”, “we”, “our” or “us”), a company incorporated under the laws of the State of Israel (company no. 515184711) and having its principal place of business in Alfei Menashe, Israel, and the entity or individual accessing or using our Services (“you”).

Please read these Terms carefully and make sure that you fully understand them before using our Services. By signing an Order Form, by clicking “accept” or a similar button, by creating an Account, or by otherwise accessing or using the Services, you confirm that you have read, understood and agreed to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Services.

If you enter into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms, in which case “you”, “your” and “Customer” refer to that entity.

These Terms incorporate by reference our Privacy Policy, which describes how we process personal data, and our End-User License Agreement (the “EULA”), which governs the licensing of our software. Any capitalized but undefined term in the Privacy Policy or the EULA shall have the meaning given to it in these Terms.

Definitions

• “Platform” means the Capitán cloud-based no-code business platform and its products – including Capitán MES (manufacturing execution), Capitán PM (project management), Capitán HR and Capitán FM (facility management) – together with our desktop and mobile applications and related products, integrations, add-ons and extensions managed and operated by Capitan Ltd., made available at set.capitan.systems.
• “Sites” means our websites (including www.capitan.solutions), digital ads and content, emails, integrations and communications under our control.
• “Professional Services” means implementation, configuration, integration, development, training, consulting, “CTO as a Service” and tailor-made solutions that we provide to you under an Order Form.
• “Services” means the Platform and the Sites, and, where we provide them to you, the Professional Services.
• “Customer” means the business entity that has subscribed to an Account, or on whose behalf an Account has been opened.
• “Account” means the Customer’s instance of the Platform, including its environments, data and configurations.
• “User” means an individual authorized by the Customer to access and use the Account.
• “Account Admin” means a User designated by the Customer with administrative privileges over the Account.
• “Customer Solutions” means the applications, workflows, forms, reports, automations, integrations, data models and other configurations created by or for the Customer using the no-code and configuration tools of the Platform.
• “Customer Data” means all data, content, files and materials submitted to, stored in or generated within the Account by or on behalf of the Customer or its Users, including the Customer Solutions.
• “Third Party Services” means products, services, applications, integrations or content provided by third parties that you elect to use with, or connect to, the Services.
• “Order Form” means any quote, order form, proposal, subscription plan, purchase order, statement of work or other ordering document agreed between you and us (including an online sign-up flow) that references or is governed by these Terms.

These Terms address the following matters:

1. The Services
2. Accounts and Users
3. Acceptable Use
4. Customer Data and Ownership
5. Subscriptions, Fees and Payment
6. Trials, Free Access and Beta Features
7. Professional Services
8. Third Party Services
9. Intellectual Property
10. Confidentiality
11. Service Availability, Support and Changes
12. Warranties and Disclaimers
13. Limitation of Liability
14. Indemnification
15. Suspension and Termination
16. Changes to these Terms
17. Governing Law and Jurisdiction
18. General Provisions
19. Contact Us

1.  The Services

The Platform is a no-code business platform: rather than delivering a fixed application, it provides tools with which our Customers build, configure and operate their own business applications and workflows. Subject to these Terms, any applicable Order Form and payment of the applicable fees, we grant the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the subscription term, for the Customer’s internal business purposes and within the scope, editions, environments, user counts and other limits set out in the applicable Order Form.

The installation and use of any software that we make available for download or local installation is additionally governed by the EULA. In the event of a conflict between the EULA and these Terms with respect to a Customer’s commercial subscription, these Terms prevail.

Except as expressly permitted in an Order Form or in a separate written partner, reseller or distribution agreement, you may not make the Services available to, or use the Services for the benefit of, anyone other than the Customer and its Users.

2.  Accounts and Users

To use the Platform you must open an Account and register one or more Users. You undertake to provide accurate, current and complete registration and billing information, and to keep it up to date. You may not open an Account or use the Services if you are not legally able to enter into a binding contract, or if we have previously terminated your access.

Account Admins: The Customer is responsible for appointing its Account Admins and for their actions. Account Admins may, among other things, provision and remove Users, configure the Account and the Customer Solutions, set permissions, and access, export, modify or delete Customer Data – including data submitted by individual Users. Users acknowledge that the Customer, acting through its Account Admins, controls the Account and the Customer Data within it, as further described in our Privacy Policy.

Credentials: You are responsible for maintaining the confidentiality of all login credentials and API keys associated with the Account, and for all activity occurring under them. User credentials are personal and may not be shared between individuals. You must notify us without undue delay at [email protected] upon becoming aware of any unauthorized access to or use of the Account.

Responsibility for Users: The Customer is responsible for its Users’ compliance with these Terms, and any act or omission of a User that would constitute a breach of these Terms if performed by the Customer will be deemed a breach by the Customer.

3.  Acceptable Use

You will use the Services only in compliance with these Terms and all applicable laws and regulations. You will not, and will not permit any User or third party to:

• copy, modify, translate, decompile, disassemble or reverse engineer any part of the Services, or attempt to derive their source code, structure or underlying ideas, except to the extent that such restriction is expressly prohibited by applicable law;
• rent, lease, lend, sell, sublicense, assign, distribute, publish or otherwise make the Services available to any third party, or use the Services on a service-bureau or time-sharing basis;
• use the Services to develop, or to assist in developing, a product or service that competes with the Services, or to conduct competitive analysis or benchmarking, in each case without our prior written consent;
• circumvent or attempt to circumvent any usage limit, technical restriction, security or access control mechanism of the Services;
• upload, store or transmit any material that is unlawful, defamatory, infringing, harassing or otherwise objectionable, or that infringes the intellectual property, privacy or other rights of any person;
• upload, store or transmit any virus, worm, malicious code or other item designed to interfere with, disrupt, disable, overburden or impair the Services or any systems or networks connected to them;
• perform any penetration test, vulnerability scan, load test or similar security or performance test of the Services without our prior written consent;
• access the Services by automated means, or scrape, crawl, harvest or index the Services or any data therein, except through interfaces that we expressly make available for that purpose;
• remove, obscure or alter any proprietary notice, trademark or attribution appearing in or on the Services; or
• use the Services in violation of applicable export control, sanctions, anti-corruption, data protection, employment, tax or accounting laws.

High-risk uses: The Services are not designed, intended or licensed for use in any environment or application in which failure, delay, error or inaccuracy could reasonably be expected to lead to death, personal injury, severe physical or environmental damage, or to serve as the sole control mechanism for life-support, emergency, safety-critical or real-time machine-control systems. If you choose to use the Services in connection with any such environment, you do so entirely at your own risk and are solely responsible for implementing appropriate independent safeguards.

4.  Customer Data and Ownership

Ownership: As between you and us, the Customer retains all right, title and interest in and to the Customer Data and the Customer Solutions. Nothing in these Terms transfers to us any ownership of the Customer Data or the Customer Solutions. Your ownership of the Customer Solutions does not extend to the underlying Platform, tools, engines, templates, components or other Capitan intellectual property with or upon which they are built, all of which remain our exclusive property as described in Section 9.

License to us: You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, process and otherwise use the Customer Data solely to the extent necessary to provide, maintain, secure and support the Services, to prevent or address technical or security issues, and to comply with applicable law. This license terminates when the relevant Customer Data is deleted in accordance with Section 15.

Your responsibility for Customer Data: You represent and warrant that you hold all rights, consents and permissions necessary for the Customer Data to be processed through the Services, and that the collection, use, storage and processing of the Customer Data through the Services does not violate any applicable law or the rights of any third party. You are solely responsible for the accuracy, quality, legality and appropriateness of the Customer Data, and for the design, testing, validation and regulatory compliance of the Customer Solutions that you build using the Platform.

Personal data: Where the Customer Data includes personal data, we process it as a data processor on the Customer’s behalf and under its instructions, as further described in our Privacy Policy and, where applicable, in a data processing addendum agreed between us. The Customer acts as the data controller of such personal data and is responsible for providing all required notices and obtaining all required consents.

Aggregated data: We may generate and use aggregated, statistical, inferred or anonymized data derived from the operation of the Services, provided that such data does not identify the Customer, any User or any individual, and is not capable of being reasonably associated with them.

Backups: We perform routine backups of the Platform as part of our ordinary operations, but backups are a disaster-recovery measure and not an archiving service. You remain responsible for maintaining your own copies of any Customer Data that is critical to your business.

5.  Subscriptions, Fees and Payment

Fees: Access to the Platform is provided on a subscription basis, and Professional Services are provided on the basis set out in the applicable Order Form. You agree to pay all fees specified in the Order Form. Unless expressly stated otherwise, fees are quoted exclusive of taxes, are based on the subscription and user quantities purchased rather than actual usage, and are non-cancellable and non-refundable.

Subscription term and renewal: Each subscription commences on the start date set out in the Order Form and continues for the term stated there. Unless the Order Form states otherwise, subscriptions renew automatically for successive periods equal to the then-expiring term, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the current term.

Changes to fees: We may change our fees with effect from the start of a renewal term, by giving you at least thirty (30) days’ prior notice. If you add Users, environments or modules during a term, the additional fees will be charged pro rata for the remainder of that term.

Payment terms: Unless the Order Form states otherwise, invoices are payable within thirty (30) days of the invoice date. Amounts not paid when due may bear interest at the maximum rate permitted by applicable law, and we may suspend the Services in accordance with Section 15 and recover our reasonable costs of collection.

Taxes: All fees are exclusive of value added tax and any other taxes, levies or duties. You are responsible for all such taxes, other than taxes on our income. If you are required by law to withhold any amount from a payment to us, you will gross up the payment so that we receive the full amount invoiced.

Disputes: If you dispute an invoice in good faith, you must notify us in writing within fifteen (15) days of the invoice date, setting out the basis of the dispute; undisputed amounts remain payable when due.

6.  Trials, Free Access and Beta Features

We may make the Services, or particular features of them, available to you free of charge as a trial, a free tier, a proof of concept, or as a beta, preview or early-access feature (collectively, “Evaluation Services”). Evaluation Services are provided “as is” and “as available”, without any warranty, indemnity, support commitment or service level commitment of any kind, and may be modified, suspended or discontinued at any time. Any data entered into Evaluation Services may be permanently deleted at the end of the evaluation period unless you have converted to a paid subscription. Notwithstanding anything to the contrary in these Terms, our total liability in connection with Evaluation Services shall not exceed one hundred United States dollars (USD 100).

7.  Professional Services

Professional Services – including implementation, configuration, tailor-made solutions and “CTO as a Service” engagements – are provided pursuant to an Order Form or statement of work describing the scope, deliverables, timetable, assumptions and fees. We will perform the Professional Services in a professional and workmanlike manner, using suitably skilled personnel, and may use subcontractors provided that we remain responsible for their performance.

Your cooperation: Delivery depends on your timely cooperation, including the provision of accurate information, access to relevant systems and personnel, and timely decisions and approvals. Delays caused by you may result in schedule adjustments and additional fees.

Deliverables: The ownership of, and the rights granted in, any deliverable created in the course of the Professional Services shall be as agreed in the applicable Order Form. For the avoidance of doubt, and regardless of what any Order Form provides in respect of deliverables, each party retains all right, title and interest in and to its pre-existing intellectual property, and we retain all right, title and interest in and to the Platform and to the generally applicable tools, engines, templates, standard components, methods and know-how used in performing the Professional Services, as set out in Section 9.

Advisory services: Advisory and “CTO as a Service” engagements are advisory in nature. We do not guarantee any particular business, technical, financial or regulatory outcome, and you remain solely responsible for your own decisions and for obtaining independent legal, accounting, tax and regulatory advice. Nothing in such an engagement creates an employment, agency, partnership or fiduciary relationship between the parties or any of their personnel.

8.  Third Party Services

The Services may interoperate with, link to, or allow you to enable Third Party Services. Any use of Third Party Services is solely between you and the relevant provider and is governed by that provider’s terms and privacy practices. We do not control, endorse, warrant or assume any responsibility for Third Party Services, and we are not liable for any act, omission, unavailability, change or discontinuation of any Third Party Service, or for any data disclosed to it at your or your Account Admin’s direction. If a Third Party Service ceases to be available or ceases to interoperate with the Services, we may cease providing the relevant integration without that constituting a breach of these Terms or entitling you to any refund.

9.  Intellectual Property

The Services, including the Platform, the Sites, all software, source and object code, interfaces, designs, documentation, templates, standard components, and all improvements, enhancements and derivative works thereof, together with all intellectual property rights therein, are and shall remain the exclusive property of Capitan Ltd. and its licensors. These Terms grant you a right to use the Services as expressly stated, and no other rights are granted by implication, estoppel or otherwise. All rights not expressly granted are reserved.

Trademarks: “Capitán”, the Capitán logo and our product names are our trademarks. You may not use them without our prior written consent, except to accurately identify the Services.

Feedback: If you provide us with suggestions, ideas, enhancement requests, recommendations or other feedback regarding the Services, you grant us a worldwide, perpetual, irrevocable, royalty-free license to use, incorporate and exploit such feedback for any purpose, without any obligation or compensation to you.

Publicity: We may identify the Customer by name and logo as a customer of Capitan Ltd. on our Sites and in our marketing materials. The Customer may withdraw this permission at any time by notifying us at [email protected].

10.  Confidentiality

“Confidential Information” means any non-public information disclosed by one party to the other in connection with the Services that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including the Customer Data, the non-public features and performance of the Services, and the terms of any Order Form. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was lawfully known to the receiving party without restriction before disclosure, is lawfully received from a third party without restriction, or is independently developed without use of the disclosing party’s Confidential Information.

Each party will protect the other’s Confidential Information with at least the degree of care it uses for its own confidential information of like importance (and in no event less than reasonable care), will not disclose it other than to those of its personnel, affiliates and advisors who need to know it and are bound by confidentiality obligations at least as protective as these, and will use it only as necessary to exercise its rights and perform its obligations under these Terms. A party may disclose Confidential Information to the extent required by law or by a competent authority, provided that, where legally permitted, it gives the other party reasonable prior notice and cooperates in any effort to limit or contest the disclosure. These obligations remain in force for the term of the engagement and for three (3) years thereafter, and indefinitely with respect to trade secrets and personal data.

11.  Service Availability, Support and Changes

We will use commercially reasonable efforts to make the Platform available on a continuous basis, except for planned maintenance (which we will endeavour to perform outside ordinary business hours and to announce in advance where practicable), emergency maintenance, and any unavailability caused by circumstances beyond our reasonable control, including failures of Third Party Services, internet or hosting providers. Any binding availability commitment or service level agreement applies only if expressly set out in an Order Form.

Support is provided in accordance with the support plan set out in your Order Form, or, in the absence of such a plan, on a commercially reasonable efforts basis during our ordinary business hours, via [email protected].

We continuously develop the Services and may add, modify, deprecate or discontinue features. We will not materially degrade the core functionality for which you have paid during a paid subscription term, and where we intend to discontinue a material feature we will use reasonable efforts to give you advance notice. You are responsible for maintaining and, where necessary, adapting your Customer Solutions in response to changes in the Platform.

12.  Warranties and Disclaimers

We warrant that: (a) we have the right and authority to grant the rights granted under these Terms; (b) during a paid subscription term, the Platform will perform materially in accordance with its then-current documentation; and (c) the Professional Services will be performed in a professional and workmanlike manner. Your exclusive remedy, and our entire liability, for a breach of warranty (b) or (c) is, at our option, to correct the non-conformity, re-perform the affected Professional Services, or terminate the affected subscription or engagement and refund the fees pre-paid for the unused remainder of the affected period. To be eligible for this remedy, you must notify us of the non-conformity within thirty (30) days of becoming aware of it.

Except as expressly stated above, and to the maximum extent permitted by applicable law, the Services are provided “as is” and “as available”, and we disclaim all other warranties, conditions and representations of any kind, whether express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, title, accuracy, or non-infringement. We do not warrant that the Services will be uninterrupted, timely, secure or error-free, that all errors will be corrected, that the Services will meet your requirements or achieve any particular result, or that any data will not be lost or corrupted.

No-code solutions: Because the Platform is a no-code environment in which you design and configure your own solutions, we make no warranty in respect of the Customer Solutions, or of any output, calculation, report, record or document generated by them. You are solely responsible for verifying that the Customer Solutions are fit for your purposes and that they satisfy any accounting, tax, employment, quality, safety, record-keeping or other regulatory requirements applicable to your business.

13.  Limitation of Liability

To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, goodwill, business opportunity, anticipated savings, or for any loss or corruption of data, in each case arising out of or in connection with these Terms or the Services, whether based on contract, tort (including negligence), strict liability or any other theory, and whether or not the party was advised of the possibility of such damages.

To the maximum extent permitted by applicable law, the aggregate liability of each party arising out of or in connection with these Terms or the Services shall not exceed the total amount of fees actually paid or payable by the Customer to us under the applicable Order Form during the twelve (12) months immediately preceding the event giving rise to the liability.

These limitations do not apply to: your obligation to pay fees due; either party’s indemnification obligations under Section 14; a party’s fraud, willful misconduct or gross negligence; your breach of Section 3 (Acceptable Use) or Section 9 (Intellectual Property); or any liability that cannot be excluded or limited under applicable law.

You acknowledge that the fees charged for the Services reflect the allocation of risk set out in these Terms, and that we would not provide the Services on these commercial terms without these limitations.

14.  Indemnification

By us: We will defend the Customer against any third-party claim alleging that the Platform, when used in accordance with these Terms, infringes that third party’s intellectual property rights, and will indemnify the Customer against damages and reasonable legal costs finally awarded against it, or agreed in settlement by us, in respect of such claim. If the Platform becomes, or in our reasonable opinion is likely to become, the subject of such a claim, we may at our option procure the right for the Customer to continue using it, modify or replace it so that it becomes non-infringing, or terminate the affected subscription and refund the fees pre-paid for the unused remainder of the term. We have no obligation under this paragraph to the extent that a claim arises from the Customer Data, the Customer Solutions, any Third Party Service, any modification of the Platform not made by us, or any use of the Platform in breach of these Terms or in combination with items not supplied by us where the claim would have been avoided without that combination.

By you: You will defend us against any third-party claim arising from the Customer Data, the Customer Solutions, your use of the Services in breach of these Terms or applicable law, or your violation of the rights of any third party, and will indemnify us against damages and reasonable legal costs finally awarded, or agreed in settlement by you, in respect of such claim.

Conditions: The indemnified party must promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defence and settlement (provided that no settlement imposing a non-indemnified obligation on the indemnified party may be made without its consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying party’s expense.

15.  Suspension and Termination

Suspension: We may suspend your or any User’s access to the Services, in whole or in part, if: (a) any amount is overdue by more than fifteen (15) days and remains unpaid after notice; (b) we reasonably believe that the Account is being used in breach of Section 3, or in a manner that poses a security, integrity, availability or legal risk to us, to other customers or to any third party; or (c) suspension is required by law. We will give notice before suspending where practicable, and will restore access promptly once the cause has been resolved. Suspension does not relieve you of your payment obligations.

Termination: Either party may terminate a subscription or engagement: (a) at the end of the then-current term, by giving notice of non-renewal in accordance with Section 5; (b) for material breach by the other party that remains uncured thirty (30) days after written notice describing the breach; or (c) immediately, if the other party becomes insolvent, enters liquidation or receivership, or ceases to carry on business. We may terminate any free or Evaluation Services at any time.

Effect of termination: Upon termination or expiry, all rights to access and use the Services cease, and all fees accrued up to the effective date of termination become immediately due. If we terminate for your material breach, or you terminate for our material breach, the parties’ refund entitlements are as expressly set out in these Terms and not otherwise. For thirty (30) days following termination or expiry, we will, upon your written request, make the Customer Data available for export in a commonly used format, subject to payment of any outstanding fees and to our reasonable charges for any assistance beyond standard export tools. Thereafter, we may delete the Customer Data, and we will do so within ninety (90) days of termination, except for data we are required to retain by law or that is contained in routine backups, which will be deleted in the ordinary course of our backup cycle.

Survival: Sections 4 (with respect to ownership), 5 (with respect to accrued fees), 9, 10, 12, 13, 14, 15, 17 and 18 survive termination or expiry.

16.  Changes to these Terms

We may update and amend these Terms from time to time by posting an amended version on our Sites. The amended version will be effective as of the date it is published, except that, where you have a paid subscription, changes that materially and adversely affect your rights will take effect from the start of your next renewal term. When we make material changes we will give notice as appropriate under the circumstances, for example by displaying a prominent notice within the Services or by sending an email to the Account Admin. Your continued use of the Services after the changes take effect will constitute your acceptance of them. If you do not agree to an amendment, your remedy is to stop using the Services and to give notice of non-renewal in accordance with Section 5.

17.  Governing Law and Jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict-of-laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The competent courts of Tel Aviv-Yafo, Israel shall have exclusive jurisdiction over any such dispute or claim, and each party irrevocably submits to that jurisdiction. Nothing in this Section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

18.  General Provisions

Entire agreement and precedence: These Terms, together with the Order Form, the EULA, the Privacy Policy and any data processing addendum, constitute the entire agreement between the parties in respect of their subject matter and supersede all prior proposals and understandings. In the event of a conflict, the following order of precedence applies: (1) a written agreement or Order Form signed by both parties; (2) these Terms; (3) the EULA; and (4) our other policies – provided that any data processing addendum governs the processing of personal data notwithstanding the foregoing. No purchase order term or other document issued by you will vary these Terms, even if we accept or do not object to it.

Assignment: You may not assign or transfer these Terms without our prior written consent, except to a successor of all or substantially all of your business or assets that is not our competitor, and provided that you notify us. We may assign these Terms to an affiliate or in connection with a merger, acquisition or sale of assets. Any purported assignment in breach of this Section is void.

Subcontractors: We may use affiliates and subcontractors, including hosting and other service providers, to provide the Services, and remain responsible for their performance of our obligations.

Force majeure: Neither party is liable for any failure or delay in performance (other than a payment obligation) caused by circumstances beyond its reasonable control, including acts of God, war, hostilities, terrorism, civil unrest, strikes, epidemics, governmental action, power or internet failures, and failures of third-party providers.

Notices: Notices to us must be sent to [email protected]. Notices to you may be sent to the email addresses associated with the Account or its Account Admins, or delivered through the Services, and are deemed received when sent or displayed.

Export control and sanctions: You represent that you are not located in, and are not a national or resident of, any country or a party subject to sanctions or export restrictions that would prohibit your use of the Services, and that you will not export, re-export or make the Services available in violation of applicable export control or sanctions laws.

Miscellaneous: If any provision of these Terms is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force. No failure or delay in exercising a right constitutes a waiver of it. The parties are independent contractors, and nothing in these Terms creates a partnership, joint venture, agency or employment relationship. There are no third-party beneficiaries to these Terms. These Terms were drafted in English; if we provide a translation, the English version prevails in the event of any inconsistency.

19.  Contact Us

If you have any questions regarding these Terms, please contact us:

• By email: [email protected]
• By telephone: +972-73-2248494
• By mail: Capitan Ltd., Alfei Menashe, Israel