Preamble

 

This Agreement is binding and enforceable between You (“Customer”) and Apziva Teknoloji
ve Danısmanlık Limited Sirketi (“Provider” and/or “Apziva”).

 

“You” refers to the entity or organization using the platform services described in this
agreement.

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“Party” or “Parties” refers to either Customer or Provider or both.

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You are accepting and agreeing to be bound by this Agreement (the “Effective Date”).

 

The Parties complete agreement includes the Agreement and all such;

 

-sales quote, or

 

-issuing a purchase order, or

 

-entering into a statement of work, all of which shall be hereinafter referenced as the
“Agreement”.

 

If you are entering into this Agreement on behalf of a company or other legal entity, You
represent that You have the authority to bind such entity and its affiliates to these terms and
conditions, in which case the terms “You” and “Your” shall refer to such entity and its
affiliates.

 

The parties agree as follows

 

§ 1 Scope of Services

 

1.1. The services to be delivered by Provider and the fees for those services are described
at the paragraph of “Scope of Services” in Terms of Use.

 

1.2. The services to be provided under the Scope of Services at Terms of Use are the
“Services.”

 

1.3. The Scope of Services identifies the terms and conditions applicable to particular
Services, as opposed to those generally applicable to all Services.

 

1.4. Except for Supplemental Services, and unless otherwise agreed in writing, the
services to be delivered by Provider to Customer are limited to those Services specifically
described in the Scope of Services.

 

1.5. In case of any conflict between the terms of Scope of Services and this agreement,
the terms of Scope of Services will be checked.

 

§ 2 Supplemental Services

 

2.1. “Supplemental Services” are limited services Customer may need on a “one-off” or
emergency basis that are not included within the scope of the Services described.

 

2.2. Customer shall pay additional Service Fees for Supplemental Services.

 

2.3. Provider shall notify Customer of any such additional Service Fees and shall obtain
Customer’s approval prior to providing any Supplemental Services.

 

2.4. However, Provider has no obligation to determine the need for or to provide any
Supplemental Services.

 

2.5. All Supplemental Services are provided on an “as-is” basis and include no warranties of
any kind, whether express or implied.

 

§ 3 Request for Changes

 

3.1. If Customer wishes to implement changes in any Services during the term of an
applicable Service described on Scope of Services, then the customer must request those
changes in writing and must deliver the request to the Provider.

 

3.2. Provider shall review and return the request to Customer with a written evaluation of
the changes, including any cost associated with the changes and the impact the changes will
have on the completion of the Services.

 

3.3. Following its review of Provider’s evaluation, Customer then may choose to approve the
changes by signing and returning to Provider a copy of Provider’s written evaluation, which

then will be subject to the terms of this agreement and any applicable Services listed on
Scope of Services part.

 

3.4. No changes in any service will be effective until Provider receives such a Customer-
signed evaluation of a written change request.

 

3.5. In the case of change, no refunds shall be returned to the customer, while Apziva may
request additional fees due to approved change in any service.

 

§ 4 Service Fees

 

Fees for Services are set forth in Scope of Services.

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§ 5 Taxes

 

5.1. All charges and fees to be paid by Customer under this agreement are exclusive of any
applicable sales, use, excise or services taxes that may be assessed on the provision of the
Services.

 

5.2. Customer is responsible for the payment of any and all such taxes.

 

§ 6 Invoicing

 

Provider shall send to Customer an invoice regarding the service fees via official e-mail
address.

 

§ 7 Payment Terms

 

7.1. Customer shall pay the full amount of service fee based on the program or service
customer enrolls for either in sum with one payment, or on a month to month installments
over the service period.

 

7.2. Payment shall be made only with physical credit cards.

 

7.3. If the payment is not made by the customer, then access to the system is not provided.

 

7.4. Provider can use a third-party payment gateway. In that framework, Apziva is not liable
to Customer in accordance with any dispute arising between Customer and third-party
payment gateway as well as any error or delay realized by third-party payment gateway. The
relation among Customer and third-party payment gateway based on third-party gateway’s
terms of use and privacy provisions.

 

§ 8 Suspension of Services

 

8.1. If Customer fails to pay all amounts owed to Provider under this agreement when due,
then upon at least ten (8) days prior, written notice to Customer, and in addition to any
other remedies available at law or in equity, Provider may suspend Services under this
agreement until full payment is made.

 

8.2. Following any suspension of service under this provision, and after the Customer makes
full payment to Provider, Provider shall restore the Services after validating that all
components to be monitored and/or managed under any applicable Services comply with
Provider’s level of security, updates and best practices.

 

8.3. Provider’s right to suspend Services under this section is in addition to Provider’s right to

terminate this agreement for non-payment.

 

§ 9 Refund/ Cancellation Policy

 

9.1. Customer shall not cancel the specific service registration plan which has been already
determined and applied.

 

9.2. No refunds shall be processed on cancellation of Customer’s registration, as well as lack
of access to services due to belonging insufficient system requirements.

 

§ 10 Term

 

This agreement commences on the Effective Date and will remain in effect until either party
terminates it as permitted below.

 

§ 11 Termination

 

Either party may terminate this agreement for any reason upon at least thirty (30) days
advance, written notice given to the other party. However, termination of this agreement
will not, by itself, result in the termination of any services, and this agreement will remain in
effect notwithstanding any notice of termination unless and until all Scope of Services are
terminated or expire according to their terms.

 

§ 12 Severability

 

12.1. The invalidity of any provision of these general terms and conditions of sale shall not
affect the validity of the other provisions.

 

12.2. Invalid provisions shall be deemed to be replaced by such valid provisions that shall be
suitable to implement the economic purpose of the deleted provision to the greatest extent
possible.

 

§ 13 Data Protection

Provider has stored data of the Customer in accordance with the Apziva’s Privacy, Cookie
and Data Protection Policy.

 

§ 14 Governing Law

 

This contract shall be governed by the laws of Turkey.

 

§ 15 Miscellaneous

 

15.1. This Agreement includes and incorporates the above provisions, as well as the
associated Terms of Use located at Apziva’s website and includes, among other things,
warranty disclaimers, liability limitations, use limitations, intellectual property rights and
other all Apziva’s property rights and privacy policy.

 

15.2. Customer acknowledge and agree to accept all provisions listed above and as well as all
provisions Terms of Use.

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