Article 1 - Parties

This Idenfit Timeware License Agreement ("Agreement") is executed between Idenfit Bilişim Hizmetleri Sanayi ve Dış Ticaret Anonim Şirketi (hereinafter referred to as "IDENFIT") and, on the other side, the customer who purchases the Idenfit Timeware Human Resources and Workforce Management System Software and Mobile Application via the website www.idenfit.com, under the terms and conditions set out below ("CUSTOMER").

IDENFIT and the CUSTOMER shall be referred to separately as a "Party" and jointly as the "Parties".

Article 2 - Subject and Definitions

This Agreement relates to granting the CUSTOMER a limited, non-transferable and non-exclusive right to use the Idenfit Timeware Human Resources and Workforce Management System Software, provided by IDENFIT over the internet, under the conditions set forth herein.

In this Agreement:

shall mean.

Article 3 - Scope of the License and Terms of Use of the Software

1. The License covers a non-transferable, non-exclusive simple license granted to the CUSTOMER to use the Software for the purpose of managing the CUSTOMER's own personnel processes through the website www.idenfit.com and the Idenfit mobile application in accordance with this Agreement.
2. The Software will be used with internet access, and access is provided with the username and password included in the activation email sent to the email address stated in the CUSTOMER's account registration form. The CUSTOMER is responsible for the security of the information and passwords sent by IDENFIT. IDENFIT shall not be liable for any damages arising from the loss, theft, or otherwise falling into the hands of third parties of this information.
3. The CUSTOMER acknowledges that the information provided during registration is complete, accurate and up to date, and that in the event of any change in such information, the CUSTOMER will promptly update it by sending an email to [email protected]. IDENFIT is not responsible if access to or benefit from the Software cannot be obtained due to the information being incomplete, untrue, or not up to date.
4. IDENFIT declares that the Software has the features listed on the Website. IDENFIT does not undertake that the Software will fully meet the CUSTOMER's needs or that development will be carried out accordingly.
5. The continuity and efficiency of the Software depend on many external factors such as persons and/or institutions outside IDENFIT's control (Türk Telekom, internet service providers, etc.), the CUSTOMER's computer hardware and/or the presence of other software on the hardware integrated with the Software, technical maintenance, backups, telephone and internet lines. In this context, IDENFIT shall not be liable for errors and interruptions not originating from itself and for any data loss or other consequences that may occur for this reason.
6. The CUSTOMER agrees to use the Software only for lawful purposes and is responsible for all damages arising from misuse and unlawful use of the Software. IDENFIT is not obliged to verify the accuracy of the information entered by the CUSTOMER and Users. The control of the content, accuracy and appropriateness of this information belongs to the CUSTOMER. The backup of data generated by the Software, and of information and documents obtained through use of the Software, is the CUSTOMER's responsibility. IDENFIT undertakes only to retain database backups for the last 6 days.
7. The Software may not be reproduced, made available to third parties for consideration or free of charge, sublicensed or assigned. The CUSTOMER may not engage in activities such as adaptation, reverse engineering, accessing source code, copying, security or load testing on the Software.
8. In the event of a technical malfunction or service interruption that prevents the use of the Software, the CUSTOMER shall notify IDENFIT by sending an email to [email protected]. IDENFIT will endeavor to intervene and resolve the issue within the shortest reasonable time. IDENFIT is not responsible for problems and data losses arising from the CUSTOMER, third parties, or force majeure beyond the Parties' control, such as hardware failures, power outages, virus infection, or user error.
9. The CUSTOMER agrees to provide the information, documents and data necessary for performance of the Agreement in a timely, complete manner and in the format specified by IDENFIT. IDENFIT shall not be liable for delays that may occur otherwise.

Article 4 - Term and Termination

1. The Agreement shall commence upon electronic approval by the CUSTOMER and shall remain in force unless terminated by the Parties.
2. IDENFIT or the CUSTOMER may terminate the Agreement at any time without cause and without any obligation to pay compensation under any name, by giving notice to the other Party via email.
3. If IDENFIT detects a use contrary to the License and Agreement terms or to law, it has the right to terminate the Agreement immediately and cease use without any notice, compensation or refund.

Article 5 - Intellectual Property Rights

1. Ownership and all intellectual and industrial rights on the Software, on all materials prepared for use of the Software, and on the work products arising as a result of the services provided, belong to IDENFIT.
2. IDENFIT grants the CUSTOMER a non-transferable, non-exclusive simple license to use the Software only under the conditions specified in this Agreement and limited to the term of the License.
3. IDENFIT reserves the right to discontinue the Software, not to release a new version, decommission the Software, or change the price, features, technical specifications, capacity, functions, license terms, release dates and general availability or features of the Software.

Article 6 - Confidentiality and Protection of Personal Data

1. During the term of the Agreement, each of the Parties shall use the other Party's non-public information or materials ("Confidential Information") for the purpose of fulfilling its obligations and/or exercising its rights under this Agreement, shall not in any way disclose Confidential Information to third parties, and shall take necessary measures to ensure that its own employees comply with this confidentiality obligation.
2. The Parties shall act in compliance with Law No. 6698 on the Protection of Personal Data ("KVKK") and other applicable legislation, and shall take all necessary technical and administrative measures to ensure an appropriate level of security to prevent the unlawful processing of personal data, to prevent unlawful access to personal data, and to ensure the preservation of personal data.
3. If personal data needs to be shared between the Parties, all responsibility for fulfilling the obligation to inform data subjects under the KVKK prior to sharing the relevant personal data and, where necessary, obtaining the informed explicit consent of the relevant data subjects, shall belong to the Party transferring the relevant personal data, in its capacity as "data controller".
4. The Software is provided via a cloud located abroad belonging to Amazon Inc., and IDENFIT is in the position of data processor in respect of personal data processed within the scope of the use of the Software and has no legal obligations towards the CUSTOMER and Users. With respect to the processing and transfer abroad of such data, the CUSTOMER, in its capacity as data controller, is solely responsible towards Users and data subjects, and is solely responsible for providing the necessary information to such persons and, where necessary, obtaining explicit consent.
5. The information notice for representatives and employees whose personal data is processed by IDENFIT during the execution and performance of this Agreement is available at https://idenfit.com/data-use-policy, and the CUSTOMER is obliged to communicate this information notice to the representatives and employees with whom it shares personal data.
6. Each of the Parties may process personal data transferred to it limited to and for the period necessary to achieve the purpose for which the relevant personal data were transferred and to perform authorized personal data processing activities for the performance of the Agreement and, without prejudice to the regulation in article 7.3, shall not share such personal data with any third parties without the written consent of the relevant Party.
7. In the event of any personal data breach or suspected breach, each Party shall promptly notify the other Party in writing within 48 hours; shall act in cooperation with the other Party to mitigate the consequences of the breach; and shall promptly perform all necessary actions and legal obligations at its own expense.
8. Each of the Parties shall retain personal data for the periods prescribed by law and/or required by the purpose of processing. Upon expiry of these periods, unless there is a legal obligation, the Parties shall delete, destroy or anonymize the other Party's personal data ex officio or upon the other Party's request.
9. Each of the Parties shall be liable for any damages suffered by the other Party, and for any judicial and/or administrative fines, compensation or any other payments under any name it will be obliged to pay to any third person or institution, as a result of any reasoned violation of the legislation on personal data and/or this article, and shall immediately, in cash and in full, indemnify the other Party for such payments and any and all damages suffered by the other Party upon the other Party's first written demand.
10. The provisions of this article shall remain in force and continue to be binding after the termination of the Agreement.

Article 7 - Limitation of Liability

1. The Software is provided as-is, and IDENFIT does not warrant performance or fitness for a particular purpose.
2. All legal, administrative and criminal liability that may arise from the use of the Software belongs to the CUSTOMER. The CUSTOMER is solely responsible for losses that may be incurred by the CUSTOMER, Employees and third parties as a result of activities performed on the Software by the CUSTOMER or Users and/or acts contrary to this Agreement and the law; IDENFIT can in no way be held liable directly or indirectly. If IDENFIT is required to make any payment for these reasons, the CUSTOMER agrees and undertakes to immediately, in cash and in full, compensate IDENFIT's damages upon IDENFIT's first request.

Article 8 - Force Majeure

Neither Party shall be held liable for the non-performance of any obligation under this Agreement to the extent such performance is prevented by force majeure such as natural disasters, war, invasion, acts of foreign enemies (whether war is declared or not), civil war, insurrection, revolution, uprising, coup; laws, rules, regulations or orders issued by government departments or other duly authorized authorities, or strikes, lockouts, infrastructure failures. The Parties shall not be held liable for non-performance to the extent they are affected by these reasons.

Article 9 - Notice

Article 10 - Governing Law and Dispute Resolution

1. This Agreement is subject to Turkish law. The Parties agree that the Istanbul Çağlayan Courts and Enforcement Offices shall have jurisdiction.
2. This Agreement is intended only for corporate customers who will use the Software for commercial and professional purposes; the CUSTOMER does not have the status of consumer and therefore is not subject to the regulations envisaged for consumers under Law No. 6563 on the Regulation of Electronic Commerce, nor to Law No. 6502 on the Protection of Consumers and the related secondary legislation.