Sales Agreement

This CRM Service Agreement (the “Agreement”) is entered into between BNN Yazılım Danışmanlık Dış Ticaret Limited Şirketi (the “Company”) and the person who registers as a user (“User(s)”) on the site located at docvivo.com (the “Site”). The Agreement shall enter into force upon its acceptance by the User electronically and shall remain in force unless terminated by the parties in accordance with the procedures set out in the Agreement.

The CRM Service Agreement is entered into for the purpose of determining the terms and conditions relating to the User’s use of the cloud-based finance and business management application accessed through the Site (the “Application”) and to the data uploaded to the Site by the User (the “Content”), as well as the rights and obligations of the relevant parties. The terms of use, rules and conditions offered to Users by the Company within the scope of the Site in relation to the use of the Site and the Application likewise constitute an annex to and an integral part of the CRM Service Agreement and, together with the rights and obligations set out herein, constitute the entirety of the rights and obligations of the parties.

1. 3.1

   The User declares that the User is aware that, in order to benefit from the Application, the User must approve the CRM Service Agreement by providing the information requested by the Company in a complete, accurate and up-to-date manner. In the event of any change in the information provided during the establishment of User status, such information shall be updated immediately. The Company is not liable for any inability to access or benefit from the Site or the Application due to such information being provided incompletely or untruthfully or not being up to date.

2. 3.2

   The User declares that the User has reached the age of 18 and has the legal capacity required to enter into the CRM Service Agreement. If the User accesses the Site on behalf of a business, the User acknowledges and declares that the User holds the necessary authority to do so. In this case, the User status and the rights and obligations shall belong to that business.

3. 3.3

   The User has the right to establish a single User account, and following the suspension or termination of the User account by the Company, the User is prohibited from establishing a second account using the same or different information. The Company reserves the right to refuse the opening of a User account without stating any reason and entirely at its own discretion.

4. 3.4

   The User shall access the Site using an e-mail address and password. The User shall be responsible for maintaining the confidentiality and security of this password; all activities carried out through the Site using such information shall be deemed to have been carried out by the User, and all legal and criminal liability arising from such activities shall rest with the User. The User shall notify the Company immediately upon becoming aware of any unauthorized use of the User’s password or any other breach of security.

5. 3.5

   The User acknowledges and undertakes that the User shall use the Application only for lawful activities and shall act in accordance with the CRM Service Agreement, its annexes, the legislation in force and the other terms and conditions set out on the Site in relation to the Application. The User may use the Application and the Site on behalf of third parties for as long as the User is authorized to provide services to third parties. In this context, the User shall ensure that such persons also act in accordance with the CRM Service Agreement and all other provisions applicable to the User.

6. 3.6

   The User may, from time to time, authorize a third party (an “Authorized User”) to use the Application. The identity of the Authorized User and the Authorized User’s level of authority within the Application shall be determined by the User. The User is responsible for the use of the Application by Authorized Users, shall control the Authorized Users’ access to the Application at all times, and may change an Authorized User’s level of access to the Application or revoke such access at any time and without any reason being required. In the event of a dispute between the User and an Authorized User regarding access to the Application, the User shall decide on the Authorized User’s access to, and level of access to, the Application or the Content.

7. 3.7

   The Content shared by the User is owned by the User, and all responsibility in relation to the Content rests with the User. The Company holds the right to use the Content within the scope of the license granted to it by the User under the CRM Service Agreement. The Company cannot be held liable in relation to the Content or to any loss or damage that the Content may cause, and, without being limited to the foregoing, the Company has no liability whatsoever in relation to lawfulness, the accuracy of the Content, the payment of invoices, the collection of payments, financial transactions and tax reporting. Ensuring compliance with the relevant legislation regarding financial transactions, tax and other matters is the sole responsibility of the User. The User acknowledges that the Company may delete Content from the Application and its systems on the basis of requirements arising from the legislation in force, in particular financial regulations, and that the Company is not liable for any damage that may arise in this context, including lost data.

8. 3.8

   The User acknowledges and undertakes that the User shall not engage in activities that would jeopardize the security and integrity of the computer and network systems of the Company or, where the Application is hosted by third parties, of such third parties; shall not use the Application in a manner that would hinder or damage the functioning of the Application, the Site or the other systems through which the services are provided, or the use of the Application and the Site by the other users benefiting from them, and shall not misuse the Application; shall not gain unauthorized access to the computer systems on which the Application is hosted or to the Application beyond the scope of the access granted to the User; shall not transfer or upload to the Site files that would damage the computer systems, devices and software of the Company and third parties, or unlawful Content (including copyrighted Content or Content constituting trade secrets and other materials which the User has no right to use); and shall not modify, copy, adapt, reproduce, create source code from or reverse engineer the computer programs used in the provision of the services or in the operation of the Site unless absolutely necessary for ordinary use.

9. 3.9

   The User acknowledges that the User’s use of the Application may be subject to restrictions, including monthly transaction and storage volumes. Such restrictions shall be specified within the Application.

10. 3.10

    The User shall keep copies of the Content uploaded to the Application. Although the Company complies with the policies and procedures necessary to prevent data loss, it does not guarantee that no loss of Content will occur. The Company is not liable for the loss of Content, regardless of how such loss arises.

11. 3.11

    In the event of technical problems relating to the Application, the User shall make reasonable efforts to identify and diagnose the problem before contacting the Company. If the User’s need for technical support persists, the necessary support shall be provided through the Site, the Application or other appropriate channels.

12. 3.12

    Where communication tools (such as forums, chat tools or a message center) are provided to the User through the Site, the User declares and undertakes that the User shall use such communication tools only for lawful purposes. The User shall not use such communication tools to share materials outside the purpose of the Application, including the sale of products and services, e-mails sent without the consent of the other party, files that may damage the software and computer systems of third parties, content that is insulting to other users, or unlawful content of any kind. The User undertakes that the User holds the authority to carry out every communication the User conducts through the Site. The Company has no obligation to check the appropriateness of communications carried out through the Site or whether they serve the purposes of use of the Application. With respect to other web-based communication tools accessed through the Application or used in connection with the Application, the User shall likewise exercise the care that the User is obliged to exercise when using the communication tools provided through the Site. The Company has the right to remove the communication tools it provides through the Site at any time at its own discretion.

13. 3.13

    The Company has the right to revise the CRM Service Agreement and its annexes without any prior notice, and if this right is exercised, the relevant change shall enter into force upon the User’s next use of the Site. If the User does not accept such changes, the User reserves the right to terminate the CRM Service Agreement as set out below.

14. 3.14

    The User may not transfer or assign in any manner to a third party the User account or the rights and obligations arising from the CRM Service Agreement and the use of the Site.

15. 3.15

    If the User acts in breach of the CRM Service Agreement and the other terms and conditions contained within the scope of the Site, or of the User’s declarations and undertakings in this context, the Company shall have the right to suspend the User’s membership or to terminate the User status by terminating the Agreement as set out below. In such a case, the Company reserves the right to claim from the User the damages it suffers as a result of such breach.

1. 4.1

   The User may benefit from the Application only in return for paying the fees declared on the Site in full and without any shortfall, using the payment terms and methods likewise declared on the Site.

2. 4.2

   The User may use the Application without paying a fee for the period to be specified on the Site. Upon the end of this trial period, the User’s membership shall become a paid membership, the type of which shall be determined according to service level, functionality, campaigns or contract term. The fees, payment terms and effective dates of the fees relating to the Application shall be announced in the relevant sections of the Site. The User may upgrade or downgrade the membership package at the User’s own request. Such requests shall be implemented at the end of the relevant membership period unless otherwise provided by the Company. Changes made during the User’s membership term to the fees and payment terms relating to the membership package shall not apply until the end of the User’s membership period; the new fees and payment terms shall become effective upon the start of the new membership period. No refund shall be made if the membership ends for any reason during the membership period, including the termination of the Agreement.

3. 4.3

   Unless the User requests otherwise no later than 7 (seven) days before the end of the period, the User’s membership shall be renewed automatically at the end of each period.

4. 4.4

   At the start of the membership period, the Company shall send offers regarding usage fees to the contact address provided by the User. All offers shall be in the form of a prepaid membership. The user shall be informed via Docvivo CRM, e-mail or post at least 15 days before the end of the membership. The User shall pay the relevant amount stated in the offer on the date on which the User starts using the service. The invoice shall be sent to the user within 7 (seven) days from the date on which the user starts using the service. The User is responsible for paying the taxes and duties relating to the relevant fees.

5. 4.5

   The User acknowledges that the Company or third parties approved by the Company may store the User’s credit card and payment information in order to carry out transactions relating to membership and payment or the bank integration and related updates.

1. 5.1

   All rights, title and interest of any kind in the Site and the Application belong to the Company. Under the CRM Service Agreement, the User is granted a personal, worldwide, royalty-free, non-transferable and non-exclusive license to use the Site and the Application. No provision of the Agreement or of the other terms relating to the Site may be construed as transferring to the User the rights and interests relating to the Site and the Application. Under the CRM Service Agreement, the User grants the Company a right of use to use, copy, transmit, store and back up the User’s information and the Content for the purposes of the User’s access to the Application, the User’s use of the Application and other purposes relating to the provision of the services. The Company has the right to grant sublicenses to third-party developers in respect of the Content for the purpose of providing the services.

2. 5.2

   The User has no right, in any manner or for any reason, to copy, modify, reproduce, reverse engineer or decompile the Site or the Application, to otherwise access the source code of the software on the Site, or to create derivative works from the Site. Any modification in any manner of the browser and contents relating to the Site, and linking to or from the Site without the express permission of the Company, are strictly prohibited.

3. 5.3

   The User shall not use in any manner the trade name, trademark, service mark, logo, domain name, etc. of the Company (or its affiliates).

1. 6.1

   The Application, software and other content within the scope of the Site are provided “AS IS”, and in this context the Company has no liability or undertaking whatsoever regarding the accuracy, completeness and reliability of the Application, the software and the content. The User understands and acknowledges that the Company furthermore makes no undertaking regarding the relationship between the Content and other User data. The Company does not undertake that the use of the Application will be uninterrupted and error-free. Although the Company aims for the Application to be accessible and usable 24/7, it gives no guarantee regarding the operability and accessibility of the systems providing access to the Application. The User acknowledges that access to the Application may be blocked or interrupted from time to time. The Company is in no way liable for such blocking or interruptions.

2. 6.2

   The User acknowledges and declares that links to other websites and/or portals, files or content not under the Company’s control may be provided through the Site; that such links are not provided for the purpose of endorsing the website to which they lead or the person operating it and do not constitute any kind of representation or warranty regarding the website or the information it contains; and that the Company has no liability whatsoever regarding the portals, websites, files and content, services or products accessed through such links, or their content.

3. 6.3

   The User acknowledges that access to the Application and the Applications offered through the Site, and their quality, depend to a large extent on the quality of the service obtained from the relevant Internet Service Provider, and that the Company has no liability whatsoever for problems arising from the quality of such service.

4. 6.4

   THE USER IS SOLELY RESPONSIBLE FOR THE CONTENT THE USER UPLOADS AND FOR THE USE OF THE SITE AND THE APPLICATION. THE USER ACKNOWLEDGES THAT THE USER HOLDS THE COMPANY HARMLESS FROM ANY AND ALL CLAIMS AND DEMANDS (INCLUDING LITIGATION COSTS AND ATTORNEYS’ FEES) THAT MAY BE ASSERTED BY THIRD PARTIES IN RELATION TO INTELLECTUAL PROPERTY INFRINGEMENTS AND THE USE OF THE CONTENT, THE APPLICATION AND THE SITE.

5. 6.5

   TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING AS A RESULT OF THE USE OF THE SITE, INCLUDING BUT NOT LIMITED TO ITEMS SUCH AS LOSS OF PROFIT, LOSS OF GOODWILL AND REPUTATION, AND EXPENDITURE INCURRED FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS AND SERVICES. IN ADDITION, THE COMPANY FURTHER DECLARES THAT IT GIVES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN ANY EVENT, THE COMPANY’S LIABILITY UNDER THE CRM SERVICE AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY THE USER, UP TO THE DATE ON WHICH THE RELEVANT DAMAGE AROSE, FOR THE SERVICES THAT ARE THE SUBJECT OF THE CRM SERVICE AGREEMENT.

1. 7.1

   The CRM Service Agreement shall enter into force upon its acceptance by the User electronically and shall remain in force unless terminated by either party as set out below.

2. 7.2

   Either party may terminate the CRM Service Agreement at any time, without stating any reason and without paying compensation, by written notice sent 1 (one) week in advance to the e-mail address notified by the other party.

3. 7.3

   If either party fails to perform its obligations arising from the CRM Service Agreement fully and properly and such breach is not remedied within the period granted despite written notice from the other party, this Agreement may be terminated by the party giving the notice. If such breach is committed by the User, the Company shall have the right to suspend the User status until the breach is remedied. If the User violates the legislation in force, the Company may terminate the Agreement for just cause with immediate effect.

4. 7.4

   Termination of the Agreement shall not extinguish the rights and obligations of the Parties that have arisen up to the date of termination. Upon termination of the Agreement, the User shall be liable for all fees and expenses incurred up to that date and shall not be able to use the Site and the Application as of the date of termination. In the event of termination of prepaid memberships, no refund shall be made to the User.

5. 7.5

   If the User’s account remains inactive for 3 (three) months, the Company may terminate the CRM Service Agreement.

6. 7.6

   Where the User account has not been blocked for legal reasons and the Agreement has been terminated, the Company shall provide read-only access to the Content for 6 (six) months.

7. 7.7

   The Company has the right to store the Content in its databases for as long as the CRM Service Agreement remains in force. The User may retrieve the content free of charge within 6 (six) months following the end of the User’s membership period or of the CRM Service Agreement. The Company may charge a fee for such requests submitted after the expiry of this period. The relevant fees shall be specified within the Application.

1. 8.1

   The invalidity, unlawfulness or unenforceability of any provision of the CRM Service Agreement or of any expression contained in the agreement shall not affect the force and validity of the remaining provisions of the Agreement.

2. 8.2

   The CRM Service Agreement forms an integral whole together with its annexes. In the event of any conflict between the Agreement and its annexes, the provisions of the relevant annexes shall prevail.

3. 8.3

   Communication with the User shall take place via the e-mail address provided upon registration or through general notices on the Site. Communication by e-mail shall take the place of written communication. It is the User’s responsibility to keep the e-mail address up to date and to check the Site regularly for notices.

4. 8.4

   The Istanbul Courts and Enforcement Offices shall have jurisdiction over disputes arising from the CRM Service Agreement and its annexes.