Article 1 - Parties

This Idenfit Timeware License Agreement ("Agreement") is concluded between Idenfit Bilisim Hizmetleri Sanayi ve Dis Ticaret Anonim Sirketi (hereinafter referred to as "IDENFIT") and, on the other side, the customer ("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 set out below.

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

Article 2 - Subject and Definitions

This Agreement concerns the granting to the CUSTOMER, under the terms set out herein, of a limited, non-transferable and non-exclusive right to use the Idenfit Timeware Human Resources and Workforce Management System Software developed by IDENFIT and offered over the internet.

The following terms used in this Agreement mean:

as applicable.

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

1. The License covers a non-transferable, non-exclusive and simple right to use the Software, in accordance with this Agreement, via the www.idenfit.com website and the idenfit mobile application, for the purpose of the CUSTOMER managing its own personnel processes.
2. The Software will be used with internet access and access is provided with the username and password contained in the activation e-mail sent to the e-mail address included 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 losses that may arise in the event such information is lost, stolen or otherwise obtained by third parties.
3. The CUSTOMER declares that the information provided during registration is complete, accurate and up-to-date, and agrees to promptly update such information by sending an e-mail to [email protected] if any change occurs. IDENFIT shall not be liable if access to or use of the Software cannot be provided due to such information being incomplete, inaccurate or not up-to-date.
4. IDENFIT declares that the Software has the features stated on the Website. IDENFIT gives no undertaking that the Software will fully meet the CUSTOMER's needs or that development will be made accordingly.
5. The continuity and efficiency of the Software depend on many external factors such as third parties and/or institutions outside IDENFIT's control (e.g., Turk Telekom, internet service providers), the CUSTOMER's computer hardware and/or other software present on the hardware to which the Software is integrated, technical maintenance, backups, and telephone and internet lines. In this context, IDENFIT shall not be liable for errors and interruptions not arising from itself and for any data loss or other consequences that may result.
6. The CUSTOMER agrees to use the Software only for lawful purposes and shall be responsible for all damages arising from incorrect or unlawful use of the Software. IDENFIT is not obliged to verify the accuracy of information entered by the CUSTOMER and Users. The content, accuracy and suitability of such information is under the responsibility of the CUSTOMER. The CUSTOMER is responsible for backing up data generated by the Software and any information and documents obtained through use of the Software. IDENFIT undertakes to store database backups only for the last 6 days.
7. The Software may not be reproduced, made available to third parties for a fee or free of charge, sublicensed or transferred. The CUSTOMER may not engage in activities such as adaptation, reverse engineering, accessing source code, copying, or conducting 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 e-mail to [email protected]. IDENFIT shall endeavor to intervene as soon as reasonably possible to resolve the issue. IDENFIT shall not be responsible for problems and data losses arising from the CUSTOMER, from third parties, or from force majeure events beyond the Parties' control, such as hardware failure, power outages, virus infections or user error.
9. The CUSTOMER agrees to provide in a timely and complete manner, and in the format specified by IDENFIT, any information, documents and data necessary for performance of the Agreement. IDENFIT shall not be held responsible for delays that may occur otherwise.
10. The Implementation Services to be provided by IDENFIT include support services for providing the guidance necessary for installation of the Software and training services for Users on the use of the Software.
    The Implementation Services to be provided online by IDENFIT are limited in total to 120 (one hundred twenty) minutes. Requests exceeding this duration and other services are subject to an additional fee and should be requested by sending an e-mail to [email protected].

Article 4 - Term and Termination

1. The Agreement shall commence upon the CUSTOMER's electronic approval and payment and shall be valid for a period of 1 (one) month, and unless terminated by the Parties, it shall be automatically renewed on a monthly basis at the current package price.
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 notifying the other Party via e-mail. In the event the CUSTOMER exercises its right of termination, no refund shall be made for the ongoing License period.
3. If IDENFIT detects use contrary to the License and Agreement terms or to the law, it shall have the right to immediately terminate the Agreement and end use without any notice, compensation or refund.

Article 5 - License and Service Fees and Payment Terms

1. Prices for the Software, Implementation Services and Additional Services to be provided by IDENFIT are listed on the Website.
2. The CUSTOMER agrees that invoicing shall be made based on the current unit prices listed on the Website. Unless the CUSTOMER gives notice of termination, automatic credit card billing will continue in accordance with Article 5 hereof, based on the current prices in effect on the renewal date stated on the Website.
3. The CUSTOMER is responsible for keeping its credit card information up to date and, in case of any changes, for informing IDENFIT by sending an e-mail to [email protected] and for registering the new card in the system. If the CUSTOMER changes the credit card registered in the system, IDENFIT will issue the invoice using the billing details in the registration form. If the invoice amount is not paid within 15 days from the date of invoicing, the CUSTOMER agrees, declares and undertakes to pay a monthly default interest of six percent (6%). In such a case, IDENFIT reserves the right to temporarily suspend the use of the Software, the Implementation and/or the Additional Services until the relevant invoice and default interest are paid, or to unilaterally terminate the Agreement without any notice or obligation to pay compensation. IDENFIT shall not be liable for any losses, including but not limited to administrative or financial losses, sanctions or obligations that the CUSTOMER may incur for this reason.
4. Sales and collection transactions related to the Software, Implementation Service and Additional Services purchased via the Website are carried out through the infrastructure of Iyzico (Iyzico Elektronik Para ve Odeme Hizmetleri A.S.), an authorized payment service provider of IDENFIT.
5. The CUSTOMER agrees to make payments related to the Software, Implementation Services and Additional Services via the secure payment screens provided by Iyzico, using a credit card, debit card or other offered payment methods. IDENFIT prioritizes the security of credit card holders shopping on its site. Credit card information is not stored by IDENFIT. Identity and credit card information you send to IDENFIT by mail-order will be kept in accordance with the principle of confidentiality. This information is stored for 60 days in case of a possible objection and is then destroyed.
6. All technical services related to the collection and transfer processes of payments made by the CUSTOMER are provided by Iyzico, which operates under Law No. 6493; IDENFIT cannot be held responsible for technical problems related to payment transactions such as delay, failure, refund or block.
7. Electronic records regarding payment transactions are kept in the Iyzico system, and objections and disputes regarding the payment process shall primarily be attempted to be resolved before the relevant payment service provider.
8. The CUSTOMER accepts that the personal data shared during payment may be processed by Iyzico solely for the purpose of carrying out payment transactions and retaining them as required by legislation, and is subject to Iyzico's information notice and privacy policy.
9. Information regarding the credit card used during shopping is transmitted to the relevant bank to be encrypted and queried independently of the Website via the 128-bit SSL (Secure Sockets Layer) protocol. If the card's availability is confirmed, the shopping continues. Since no information related to the card can be viewed or recorded, it is prevented that third parties can obtain this information under any circumstances.
10. Prices for the Software, Implementation Services and Additional Services are exclusive of VAT. VAT shall be paid by the CUSTOMER. Likewise, stamp tax related to the arrangement of this Agreement, fees, notary expenses and any and all kinds of taxes, fees and expenses shall be borne by the CUSTOMER. The CUSTOMER shall send the stamp tax payment receipt to IDENFIT within 1 (one) month from the effective date of the Agreement.

Article 6 - Intellectual Property Rights

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

Article 7 - 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") to perform their obligations and/or exercise their rights under this Agreement, shall not disclose the Confidential Information to any third parties in any way, and shall take the necessary measures to ensure that their own employees comply with this confidentiality obligation.
2. The Parties shall act in accordance 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 protection of personal data.
3. If it is necessary to share personal data between the Parties, the entire responsibility for fulfilling the information obligation to data subjects in accordance with KVKK before the sharing of the relevant personal data and, if necessary, for 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 over a cloud located abroad belonging to Amazon Inc., and IDENFIT is a data processor in terms of personal data processed within the scope of the use of the Software and has no legal obligation towards the CUSTOMER and Users. In terms of the processing and transfer abroad of these data, the CUSTOMER is solely responsible towards Users and relevant individuals in its capacity as data controller and is exclusively responsible for making the necessary information disclosure to such persons and, where necessary, obtaining their explicit consent.
5. The information notice regarding representatives and employees whose personal data are processed by IDENFIT during the conclusion and implementation of this Agreement is available at https://idenfit.com/data-use-policy, and the CUSTOMER is obliged to forward this information notice to the representatives and employees with whom it shares personal data.
6. The Parties may process the personal data transferred to each other within the scope of personal data processing activities for which they are expressly authorized and to the extent limited to the purpose for which the relevant personal data was transferred and for the necessary and reasonable period to achieve this purpose, and, without prejudice to the provision in Article 7.3, shall not share such personal data with third parties in any way without the written consent of the relevant Party.
7. In the event of any personal data breach or suspected breach by either Party, the relevant breach shall be immediately notified to the other Party in writing within 48 hours; and all necessary actions and legal obligations shall be performed without delay, at its own expense, in cooperation with the other Party to mitigate the consequences of the breach.
8. The Parties shall retain the personal data transferred to each other for the periods prescribed by law and/or required by the purpose of processing. When such periods expire, in the absence of a legal obligation, the Parties shall delete, destroy or anonymize the other Party's personal data ex officio or upon the request of the other Party.
9. Each of the Parties shall be responsible for any and all damages that the other Party may suffer as a result of a violation of the legislation on personal data or of this Article for any reason at any time, and for any judicial and/or administrative fines, compensation or any other payments it will be obliged to pay to any third person or institution; and shall promptly reimburse in cash and in full, together with all accessories, any such payments made by the other Party and any and all damages incurred by the other Party for this reason, upon the first written demand of the damaged Party.
10. The provisions of this Article shall remain in force and continue to be binding after the termination of the Agreement.

Article 8 - Limitation of Liability

1. The Software is provided as-is and IDENFIT gives no warranty of performance or fitness for a particular purpose.
2. Unless due to gross fault, intent or serious negligence, IDENFIT shall not be liable to the CUSTOMER for indirect or consequential damages, including but not limited to loss of profit, loss of opportunity, moral damage or loss of reputation.
3. Any and all liability of IDENFIT is limited to the term of the License purchased by the CUSTOMER and to the monthly amount paid.

Article 9 - Force Majeure

If performance of any obligation under this Agreement cannot be fulfilled due to force majeure events such as natural disasters, war, invasion, acts of foreign powers or enemies (whether war is declared or not), civil war, uprising, revolution, insurrection, coup; laws, rules, regulations, orders published by government departments or other duly authorized authorities, or strikes, lockouts, infrastructure failures, the Parties shall not be held liable to the extent that they are affected by these reasons for the non-performance of the relevant obligation.

Article 10 - Notice

Article 11 - Governing Law and Dispute Resolution

1. This Agreement is subject to Turkish Law. The Parties agree that Istanbul Caglayan Courts and Enforcement Offices shall have jurisdiction.
2. This Agreement is intended solely for corporate customers who will use the Software for commercial and professional purposes only; since the CUSTOMER does not have consumer status, it is not subject to the regulations envisaged for consumers under the Law No. 6563 on the Regulation of Electronic Commerce and the Law No. 6502 on Consumer Protection and the relevant secondary legislation.