This Software as a Service Platform License Agreement ("Agreement") is entered into by and between "Together Teknoloji Hizmetleri Sanayi ve Ticaret Limited Şirketi" ("Licensor"), and the entity or individual agreeing to these terms ("Licensee").
1.1 "Software" means the proprietary software provided by Licensor as a service, including any updates, modifications, or enhancements thereto.
1.2 "Platform" refers to the SaaS platform provided by Licensor, which includes the Software and related services.
1.3 "License Fee" means the fee paid by Licensee for the right to use the Platform, as specified in an applicable order form or invoice.
Subject to the terms and conditions of this Agreement, Licensor grants Licensee a non-exclusive, non-transferable right to access and use the Platform during the Term solely for Licensee's internal business purposes.
3.1 Licensee shall pay Licensor the License Fee in accordance with the payment terms specified in the applicable order form or invoice.
3.2 All License Fees are non-refundable once paid.
4.1 Licensee shall not, directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Software; (ii) modify, translate, or create derivative works based on the Software; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to the Platform; (iv) use the Platform for any unlawful purpose or in violation of any applicable laws or regulations; (v) interfere with or disrupt the integrity or performance of the Platform; (vi) use the Platform to store or transmit infringing, libelous, or otherwise unlawful or tortious material; (vii) use the Platform to store or transmit malicious code; or (viii) attempt to gain unauthorized access to the Platform or its related systems or networks.
5.1 Licensor retains all right, title, and interest in and to the Platform, including all intellectual property rights therein.
6.1 Each party agrees to maintain the confidentiality of the other party's Confidential Information and shall not disclose such information to any third party without the other party's prior written consent.
7.1 This Agreement shall commence on the Effective Date and continue until terminated as set forth herein ("Term").
7.2 Either party may terminate this Agreement upon written notice if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof.
8.1 In no event shall either party be liable for any indirect, incidental, special, or consequential damages, including without limitation, lost profits, lost revenue, lost data, or business interruption, arising out of or in connection with this Agreement, whether or not such party has been advised of the possibility of such damages.
9.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.
9.2 This Agreement shall be governed by and construed in accordance with the laws of [Your Company's Jurisdiction], without regard to its conflict of laws principles.
10.1 Licensee acknowledges that the Software provided under this Agreement may be subject to export control laws and regulations of the United States and other jurisdictions. Licensee agrees to comply with all applicable export control laws and regulations, including without limitation those administered by the United States Department of Commerce and the United States Department of the Treasury. Licensee represents and warrants that it is not located in, under the control of, or a national or resident of any country or territory that is subject to comprehensive U.S. trade sanctions or embargoes, including but not limited to Cuba, I.R.Iran, North Korea, Syria, and the Crimea region of Ukraine. Licensee further agrees not to use or access the Platform in any manner that would violate such trade sanctions or embargoes. Licensee shall indemnify and hold Licensor harmless from any claims, liabilities, fines, penalties, or losses arising from Licensee's violation of this provision.
April 7, 2024
