USER AGREEMENT

Article 1. Parties

This User Agreement (“Agreement”) is executed between Depar IT Solutions (“Company”) and the person who registers as a user (“User(s)”) on the site located at www.praxis-24.com (“Site”). The Agreement shall become effective upon electronic acceptance by the User and shall remain in effect until terminated by the parties in accordance with the procedures specified in the Agreement.

Article 2. Subject and Scope of the Agreement

This Agreement is executed to determine the terms and conditions regarding the User’s utilization of the cloud-based customer relationship management and business management application (“Application”) accessed through the Site, the content uploaded to the Site by the User (“Content”), and the rights and obligations of the parties. The terms of use, rules and conditions presented to Users by the Company regarding the use of the Site and Application within the scope of the Site are also annexes and integral parts of this Agreement and together with the rights and obligations contained herein constitute the entirety of the parties’ rights and obligations.

Article 3. Rights and Obligations of the Parties

3.1 The User declares that they know they must provide the information requested by the Company completely, accurately and up-to-date and approve this Agreement in order to benefit from the Application. 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Company is not responsible for inability to access or benefit from the Site or Application due to incomplete, false or outdated information.

3.2 The User declares that they are 18 years of age and possess the legal capacity required to execute this Agreement. If the User is accessing the Site on behalf of a business, the User accepts and declares that they have the necessary authority in this regard. In this case, User status with rights and obligations shall belong to the said business.

3.3 The User has the right to establish a single User account, and it is prohibited for the User to establish a second account using the same or different information following suspension or termination of the User account by the Company. The Company reserves the right to refuse the opening of a User account at its sole discretion without providing any justification.

3.4 Access to the Site by the User shall be accomplished using email address and password. The User shall be responsible for maintaining the confidentiality and security of this password, and all activities carried out using such information on the Site shall be deemed to have been carried out by the User, and all legal and criminal liability arising from these activities shall belong to the User. The User shall immediately notify the Company when becoming aware of unauthorized use of their password or other breach of security.

3.5 The User accepts and undertakes to use the Application only for lawful activities and to comply with this Agreement, its annexes, current legislation and other provisions and conditions stipulated on the Site regarding the Application. The User may use the Application and Site on behalf of third parties to the extent authorized to provide services to third parties. In this context, the User shall ensure that such persons also comply with this Agreement and all other provisions applicable to them.

3.6 The User may authorize a third person (“Authorized User”) to use the Application at various times. Who will be the Authorized User and their level of authority within the Application shall be determined by the User. The User shall be responsible for Authorized Users’ use of the Application and shall always control Authorized Users’ access to the Application and may change the Authorized User’s access level to the Application at any time and without reason or cancel their access. In the event of a dispute between the User and Authorized User regarding access to the Application, the User shall make the decision regarding the Authorized User’s access and access level to the Application or Content.

3.7 Content shared by the User is owned by the User and all responsibility regarding Content belongs to the User. The Company has the right to use Content within the scope of the license provided to it by the User under this Agreement. The Company cannot be held responsible for Content or losses or damages that Content may cause, and without limitation, the Company has no responsibility regarding legality, accuracy of Content, collection of payments, financial transactions. Ensuring compliance with relevant legislation regarding financial transactions, taxes and other matters is solely the User’s responsibility. The User accepts that the Company may delete Content from the Application and its systems based on requirements arising from current legislation, especially financial regulations, and that the Company is not responsible for damages that may occur in this context, including lost data.

3.8 The User accepts and undertakes not to engage in activities that would compromise the security and integrity of computer and network systems of the Company or third parties if the Application is hosted by third parties, not to use the Application in a way that would prevent the functionality of the Application, Site or other systems where services are provided or that would prevent or damage other users benefiting from the Application and Site or to use it incorrectly, not to gain unauthorized access to computer systems where the Application is hosted or to the Application beyond the scope of access granted to them, not to transfer or upload to the Site files that would damage computer systems, devices and software of the Company and third parties or unlawful Content (including copyrighted or trade secret Content and other materials over which the User has no right to use) and content, not to modify, copy, adapt, reproduce, create source code or reverse engineer computer programs used in providing services or operating the Site unless absolutely necessary for normal use.

3.9 The User accepts that their use of the Application may be subject to restrictions including monthly transaction and storage volumes. Such restrictions shall be specified within the Application.

3.10 The User shall keep copies of Content uploaded to the Application. Although the Company complies with necessary policies and procedures to prevent data loss, it does not guarantee that Content loss will not occur. The Company is not responsible for Content loss regardless of how it occurs.

3.11 The Company shall store and use information and data shared with it by the User within the scope of the “Privacy Policy” which is supplementary to this Agreement. The User accepts that the Company may share the User’s information held by it with relevant authorities if requested by authorized authorities pursuant to current legislation. Apart from this, information belonging to the User and transactions carried out by the User through the Site may be used for User security, the Company’s fulfillment of obligations and certain statistical evaluations. The Company also has the right to share Content with other users to provide requested services such as sending invoices and sharing payment information. If the User wishes to use Content belonging to other users, they shall obtain the consent of the relevant users and use such Content within the scope of consent given by the other user. This information may also be classified and stored on a database, and the Company may use the User’s usage and transaction information for performance evaluations, marketing campaigns of the Company and its business partners, annual reports and similar processes for the period necessary for these purposes following anonymization of such data. The User accepts that Content and other information may be stored in data centers located in Turkey or abroad by the Company or third parties.

3.12 In the event of technical problems regarding the Application, the User shall make reasonable effort to identify and diagnose the problem before contacting the Company. If the User’s technical support need continues, necessary support shall be provided from the Site, Application or other appropriate channels.

3.13 If communication tools (such as forums, chat tools or message centers) are provided to the User through the Site, the User declares and undertakes to use these communication tools only for lawful purposes. The User shall not use such communication tools to share materials outside the Application’s purpose, including product and service sales, emails sent without the consent of the recipient, files that may damage third parties’ software and computer systems, content that is insulting to other users or any unlawful content. The User undertakes that they have the authority to make any communication carried out through the Site. The Company has no obligation to check the appropriateness of communications carried out through the Site or that they are directed toward the Application’s usage purposes. The User shall also exercise the care they are obliged to exercise when using communication tools provided through the Site with respect to other web-based communication tools accessed through or used in connection with the Application. The Company has the right to remove communication tools provided through the Site at its own discretion at any time.

3.14 The Company has the right to revise this Agreement and its annexes without any prior notice, and if this right is exercised, the relevant change shall become effective with the User’s next use of the Site. If the User does not accept such changes, they reserve the right to terminate this Agreement as specified below.

3.15 The User may not transfer or assign the User account and rights and obligations arising from the use of the Site under this Agreement to a third party in any way.

3.16 If the User acts contrary to this Agreement and other conditions and terms contained within the Site and their declarations and undertakings in this context, the Company shall have the right to suspend the User’s membership or terminate user status by terminating the Agreement as specified below. In such a case, the Company reserves the right to claim damages arising from such violation from the User.

Article 4. Payment Terms

4.1 The User may benefit from the Application only by paying the fees declared on the Site in full and completely with the payment terms and instruments declared on the Site.

4.2 The User may use the Application without paying a fee for the period specified on the Site. At the end of the trial period; if the user requests paid membership, the User’s membership shall become paid membership to be determined according to service level, functionality, campaigns or contract duration. There is no automatic membership at the end of the demo period. Fees relating to the Application, payment terms, effective dates of fees shall be announced in the relevant sections of the Site. The User may upgrade or downgrade the membership package at their own discretion. Requests in this regard shall be realized at the end of the relevant membership period unless otherwise stipulated by the Company. Changes to be made in fees and payment terms regarding the membership package during the User’s membership period shall not be applied until the end of the User’s membership period; new fees and payment terms shall become valid with the start of the new membership period. No refund shall be made in case of termination of membership for any reason, including termination of the Agreement during the membership period.

4.3 Unless requested otherwise by the User up to 14 (fourteen) days before the end of the period, the User’s membership shall be automatically renewed at the end of each period.

4.4 The Company shall send the invoice regarding usage fees to the communication address submitted by the User at the beginning of the membership period. All invoices shall include fees for the previous membership period in post-paid membership, and fees for the next membership period in pre-paid memberships. The User shall pay the relevant amount on the invoice within 14 (fourteen) days following the invoice date. The User is responsible for paying taxes and duties related to the relevant fees.

Article 5. Intellectual Property Rights

5.1 All rights, ownership and interest in the Site and Application belong to the Company. Within the scope of this Agreement, a personal, worldwide, royalty-free, non-transferable and non-exclusive license is granted to the User to use the Site and Application. No provision in the Agreement and other conditions relating to the Site can be interpreted as rights and interests relating to the Site and Application being transferred to the User. The User grants the Company the right to use, copy, transmit, store and backup information and Content for the User’s access to the Application, use of the Application and other purposes related to providing services within the scope of this Agreement. The Company has the right to sublicense Content to third-party developers for the purpose of providing services.

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

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

Article 6. Limitation of Liability

6.1 The Application, software and other content within the scope of the Site are presented “AS IS”, and in this context the Company has no responsibility or commitment regarding the accuracy, completeness and reliability of the Application, software and content. The User understands and accepts that the Company also does not commit to the relationship between Content and other User data. The Company does not warrant that use of the Application is uninterrupted and error-free. Although the Company aims for the Application to be accessible and usable 24/7, it does not provide any guarantee regarding the functionality and accessibility of systems providing access to the Application. The User accepts that access to the Application may be blocked or access may be interrupted at various times. The Company is not responsible for such blocks or interruptions in any way.

6.2 The User accepts and declares that links may be provided through the Site to other websites and/or portals, files or content not under the Company’s control, and that such links are not provided to support the website or person operating it, or to constitute any kind of statement or guarantee regarding the website or information it contains, and that the Company has no responsibility for portals, websites, files and contents, services or products or their content accessed through such links.

6.3 The User accepts that access to the Application and Applications provided through the Site and their quality largely depends on the quality of service obtained from the relevant Internet Service Provider and that the Company has no responsibility for problems arising from such service quality.

6.4 THE USER IS SOLELY RESPONSIBLE FOR THE CONTENT THEY UPLOAD AND USE OF THE SITE AND APPLICATION. THE USER ACCEPTS TO INDEMNIFY THE COMPANY FROM ALL CLAIMS AND DEMANDS THAT MAY BE COMMUNICATED BY THIRD PARTIES REGARDING INTELLECTUAL PROPERTY VIOLATIONS, CONTENT, USE OF APPLICATION AND SITE (INCLUDING LITIGATION COSTS AND ATTORNEY FEES).

6.5 THE COMPANY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE DAMAGES OCCURRING AS A RESULT OF USE OF THE SITE, INCLUDING BUT NOT LIMITED TO ITEMS SUCH AS LOSS OF PROFIT, LOSS OF GOODWILL AND REPUTATION, EXPENSES FOR OBTAINING SUBSTITUTE PRODUCTS AND SERVICES. IN ADDITION, THE COMPANY ALSO DECLARES THAT IT DOES NOT PROVIDE ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY’S LIABILITY UNDER THIS AGREEMENT SHALL IN ANY CASE BE LIMITED TO THE AMOUNT PAID BY THE USER WITHIN THE SCOPE OF SERVICES SUBJECT TO THIS AGREEMENT UNTIL THE DATE THE RELEVANT DAMAGE OCCURRED.

Article 7. Effectiveness and Termination of the Agreement

7.1 This Agreement shall become effective upon electronic acceptance by the User and shall remain in effect unless terminated by either party as specified below.

7.2 Either party may terminate this Agreement at any time without providing any justification and without paying compensation by giving written notice one (1) week in advance to the email address notified by the other party.

7.3 If one of the Parties fails to fulfill its obligations arising from this Agreement fully and properly and despite written notice by the other party the said violation is not remedied within the given period, this Agreement may be terminated by the party making the notification. If the said violation is carried out by the User, the Company shall have the right to suspend User status until the violation is remedied. If the User violates current legislation, the Company may terminate the Agreement immediately with cause.

7.4 Termination of the Agreement shall not eliminate the rights and obligations of the Parties that have arisen until the termination date. With the termination of the Agreement, the User shall be responsible for all fees and expenses incurred up to that day and shall not be able to use the Site and Application as of the termination date. No refund is made in case of termination of pre-paid memberships.

7.5 If the User’s account is inactive for 3 (three) months, the Company may terminate this Agreement.

7.6 In cases where the User account is not blocked for legal reasons and the Agreement is terminated, the Company shall provide read-only access to Content for 3 (three) months.

7.7 The Company has the right to store Content in its databases as long as this Agreement is in effect. Within 3 (three) months following the end of the User’s membership period or this Agreement, the User may obtain Content without paying a fee. The Company may charge a fee for such requests submitted after the end of this period. Relevant fees shall be specified within the Application.

Article 8. Miscellaneous Provisions

8.1 The invalidity, illegality and unenforceability of any provision of this Agreement or any expression contained in the agreement shall not affect the validity and effectiveness of the remaining provisions of the Agreement.

8.2 This Agreement is a whole with its annexes. In case of any conflict between the Agreement and its annexes, the provisions in the relevant annexes shall prevail.

8.3 Communication with the User shall be made via the email they provided when registering or through general notices on the Site. Communication via email replaces written communication. It is the User’s responsibility to keep the email address up-to-date and regularly check the Site for notifications.

8.4 Antalya Courts and Enforcement Offices shall have jurisdiction over disputes arising from this Agreement and its annexes.