END USER LICENSE AGREEMENT

 This End User License Agreement (referred to as the “EULA”) is an agreement between MyronSoft Bilisim Teknolojileri (referred to as the “Licensor”), a corporation organized and existing under the laws of the Republic of Turkey and you, an individual customer or entity (referred to as the “Licensee”).

1

RECITALS

• Licensor is the author of the Product (referred to as the “Software / Product”) which you may download and purchase limited license rights in exchange for a subscription through Microsoft AppSource that operated and developed by Microsoft Inc (referred to “Microsoft AppSource”).
• EULA is a legally binding agreement that includes terms that limit your legal rights and Licensors’ liability to you, and shall govern all access to and use of this Software. You hereby agree, without limitation or alteration, to all the terms and conditions (including any amendments thereto made at any time) contained herein by installing, subscribing to or starting to use the Software.

2

LICENSE

• The Licensor hereby grants Licensee a non-exclusive, non-sublicensable, non-transferable, limited license to access, download, install and use of the Software subject to the terms and conditions of this EULA and during the term of this Agreement.
• Any Software that updates, supplements or replaces the original Software is governed by this EULA unless separate license terms accompany such update, supplement or replacement, in which case such separate terms will govern in the event of a conflict with this EULA or as otherwise provided in such separate terms
• The Licensor hereby grants Licensee to solely use by persons employed by the Licensee as part of the Licensee’s work and external users, including consultants to the Licensee; however, only as part of work done with the Licensee’s data and on behalf of the Licensee. (referred to as the “Permitted Purpose”)
• The current license comprises (i) the latest version of the Product at the time when the EULA is signed and (ii) a mandatory maintenance subscription that grants the Licensee access to and right of use of new versions of the Product in exchange for continuous payments.
• The Software is being distributed by Licensor. Licensee is not allowed to make a charge for distributing this Software, either for profit or merely to recover media and distribution costs.
• The right of use concerns only the Software itself and therefore does not apply to the requisite Microsoft licenses. The Licensee is free to acquire licenses for Microsoft products from third parties or by virtue of a separate agreement with the Licensor.
• The subscription entitles to receiving and installing Software updates. Such updates may comprise corrections of errors, new/improved features, adaptations to the applicable legislation and accounting policies, etc. The Licensee is entitled to use the updates as they are released. The subscription entitles to use the updates on these license terms. The subscription shall not entitle to consulting assistance, error recovery and support. These rights shall be regulated and be acquired by a separate agreement.

3

LICENSE RESTRICTIONS

• The Licensee’s rights of use the Software are stated in the § 2 of this EULA.
• Without limiting the Licensee’s rights of use the Software, the Licensee is not allowed to do, or authorize or permit any third party to do, any of the following;
• distribute, sub-license, sell, rent, lease, transmit, host, outsource, disclose, assign, or otherwise transfer or make available the Software;
• use the Software for any purpose other than the Permitted Purpose;
• use the Software for any illegal or unlawful purpose;
• reverse engineer, decompile, disassemble or otherwise attempt to discover or re-create the source code for the Software;
• modify, adapt, alter, improve or create any derivative works of the Software;
• connect the Software with any other online services or use the Software in conjunction with other software or services not provided by or permitted by Company;
• remove, circumvent or create or use any workaround to any copy protection or security feature in or relating to the Software or;
• remove, alter or obscure any copyright, trademark or other proprietary rights notice on or in the Software.

4

INTELLECTUAL PROPERTY

• Licensee hereby unconditionally agree that all right, title and interest in the copyrights and other intellectual property rights in the Software reside with the Licensor. The trademarks, logos, designs, and service marks appearing on the Software are registered and unregistered marks of Licensor. Accordingly, nothing in this EULA or the Licensed Product grants you any right to use any form of intellectual property contained in the Licensed Product.
• Therefore, all rights, titles, interests, and copyrights in and/or to the Software, including but not limited to all images, graphics, animations, audio, video, music, text, data, code, algorithm, and information, are owned by the Licensor. Accordingly, the Software is protected by all applicable copyright laws and international treaties, and the Licensee is expected to use the Software concerning all intellectual property contained therein, except as otherwise provided for in this EULA.

5

MAINTENANCE AND SUPPORT

The Licensor does not provide any maintenance or support for the download and use of the Software. To the extent that any maintenance or support is required by applicable law, the Licensor, not the Microsoft AppSource, shall be obligated to furnish any such maintenance or support.

6

MODIFICATIONS AND UPDATES TO THE SOFTWARE

• The Software is standard. Licensee shall ensure that the Software meets the specific needs and requirements itself. The Licensor shall maintain a log that unambiguously defines the most recently delivered and approved version of the Software. The Licensee hereby accepts, declares and undertakes that risk and responsibility of any kind of modifications made by the Licensee in the most recently delivered and approved version of the Software are itself.
• The Licensor may from time to time provide enhancements or improvements to the features/functionality of the Software, which may include patches, bug fixes, updates, upgrades and other modifications.
• Updates may modify or delete certain features and/or functionalities of the Software. Licensee is responsible to install and implement the updates. Should that the Licensee demands, the Licensor shall assist the Licensee in exchange for remuneration based on time spent. Licensee agree that the Licensor has no obligation to (i) provide any updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Software to the Licensee. However, should that the Licensee demands any analyses, modifications or other consulting assistance that may be necessary as a result of amendments to the Licensee’s own IT environment, modifications to Microsoft products, changes to the Licensee’s use or installation of new Product releases and versions, the Licensor shall perform in exchange for remuneration based on time spent.
• Licensee further agree that all updates or any other modifications shall be (i) deemed to constitute an integral part of the Software, and (ii) subject to the terms and conditions of this EULA.
• The Licensor reserves the right to modify, suspend or discontinue, temporarily or permanently, the Software or any service to which it connects, with or without notice and without liability to the Licensee.

7

WARRANTY, DISCLAIMER AND LIMIT OF LIABILITY

• The Licensor, expressly disclaim any warranty for the Software. The Software and all applicable documentation are provided as-is, without warranty of any kind, whether express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Accordingly, the Licensee accepts any risk arising out of the use or performance of the Software.
• The Licensee agrees that the Licensor shall not be liable to Licensee, or any other related person or entity claiming any loss of profits, income, savings, or any other consequential, incidental, special, punitive, direct or indirect damage, whether arising in contract, tort, warranty, or otherwise, even if the Licensor has been advised of the possibility of such damages. These limitations shall necessarily apply regardless of the primary purpose of any limited remedy. Under no circumstances shall the Licensor aggregate liability to the Licensee, or any other person or entity claiming through the Licensee, exceed the actual monetary amount paid by the Licensee to the Licensor for the Software.

8

PAYMENT

The Licensee shall pay the Licensor the subscription for a period of 12 (twelve) months. If the license is not terminated, the Licensee shall be invoiced approx. 1 (one) month before the expiration of the period for the coming 12-month period.

9

BREACH OF EULA

The parties is entitled to immediately terminate these EULA, if the other party commits a material breach of its obligations in accordance with these EULA. The termination shall have effect for the future. Payments that have already been made shall not be returned to the Licensee in connection with termination.

10

TERM AND TERMINATION

• The license and the Software subscription shall apply for a period of 12 (twelve) months and shall be invoiced in advance. The period shall automatically be extended by a new 12-month period if this EULA are not terminated in writing by the Licensee with at least 1 (one) months’ notice at the end of the period.
• The Licensor is entitled to terminate this EULA with 1 (one) months’ notice.
• The Licensee shall immediately and without compensation uninstall the Software and destroy all copies thereof when the License Terms expire regardless of the reason for that.

11

INDEMNIFICATION 

The Licensee hereby agree to indemnify and hold the Licensor harmless from and against all liabilities, damages, losses or expenses, including but not limited to reasonable attorney or other professional fees in any claim, demand, action or proceeding initiated by any third-party against the Licensor, arising from any of Licensee’ acts, including without limitation, violating this EULA or any other agreement or any applicable law.

12

ENTIRE AGREEMENT

This EULA rightly constitutes the entire understanding between the Licensor and the Licensee and all parties involved. It supersedes all prior agreements of the parties, whether written or oral, express or implied, statement, condition, or a representation or warranty.

13

CHANGES TO EULA 

The Licensor reserves the right, at its sole discretion, to modify or replace this EULA at any time. The Licensee shall provide at least 7 (seven) days’ notice prior to any new terms taking effect should that a revision is material. What constitutes a material change will be determined at the sole discretion of the Licensor. By continuing to access or use the Software after any revisions become effective, the Licensee agree to be bound by the revised terms. If the Licensee do not agree to the new terms, the Licensee are no longer authorized to use the Software.

14

SEVERABILITY

No delay or failure to exercise, on the part of either party, any privilege, power or rights under this EULA shall operate as a waiver of any of the terms and provisions of this EULA. Accordingly, no single or partial exercise of any right under this Agreement shall preclude further exercise of any other right under this EULA. Suppose any of the outlined provisions of this EULA is deemed to be unenforceable or invalid in whole or in part by a court of competent jurisdiction. In that case, such provision shall be limited to the minimum extent necessary for this EULA to remain in full force and effect and enforceable. The remaining provisions of this Agreement shall not be rendered unenforceable or invalid. They shall continue to be enforceable and valid in isolation of the unenforceable and invalid provisions of this EULA.

15

NOTICES

Any notice, report, approval or consent required under this EULA shall be in writing and deemed to have been duly given if delivered by recorded delivery to the registered addresses of the parties.

16

GOVERNING LAW AND JURISDICTION

All disputes originating out of this license relationship shall be governed by laws of the Republic of Turkey without regard for the principles of governing law. Unless otherwise agreed by the parties, disputes shall be settled by the Istanbul Central (Çağlayan) Courts and Execution Offices. This section shall not prevent the Licensor from seeking or getting an injunction or another extraordinary legal remedy from the courts competent for this.