LICENSE AGREEMENT REGARDING 


SELF SERVICE E-COMMERCE SOLUTION PACKAGES


ARTICLE 1-  PARTIES

1.1   This License Agreement (hereinafter referred to as the “Agreement”) has been signed by and between Alegra Dijital Yayıncılık A.Ş. with its headquarters located at the address of Esentepe Mh. Ecza Sok. Safter İş Hanı, No:6, K:4, Şişli/Istanbul and with the Mersis no. 0051024874700019 (hereinafter referred to as "Alegra") and the Customer digitally confirming this Agreement through the opt-in method by reading it on the www.alegra.io website prior to payment (hereinafter referred to as the “Customer”) under the following terms and conditions and on the date of digital confirmation. Alegra and the Customer will hereinafter be individually referred to as a “Party” and jointly as the “Parties”. 


ARTICLE 2 – SUBJECT AND SCOPE


2.1   The subject matter of the Agreement is to regulate the rights and obligations of the Parties regarding the licensing of the e-commerce solutions named "Self Service" with the content and license fee detailed during the payment stage and ordered electronically by the Customer through Alegra’s website with the domain name https://alegra.io ("Website"), pursuant to the provisions under the applicable legislation.


2.2   In accordance with this Agreement, the persons to access the Products on the Website and/or those to act on behalf of such real persons or legal entities by proxy shall be subject to the Terms of Use regulated in this Agreement.


ARTICLE 3- SCOPE OF THE LICENSE AND TYPES OF PACKAGES


3.1   Within the scope of this Agreement, the Customer has been provided with an e-commerce infrastructure software license, enabling the sale of products through the Website. Such non-exclusive operation license will be renewed in 30 (thirty) day intervals. Pricing has been detailed on www.alegra.io based on the chosen package. 


3.2   In this respect, the Alegra software is operated with the Magento 2 open-source code software. For the avoidance of doubt, Alegra does not request any payment from the Customer for the use or license of the Magento 2 Open-Source Software. The use of Magento 2 Open-Source is free of charge and the license fees foreseen hereunder shall be applied to the systems on which the application will work, the installation for the consistent operation of such systems, the added Alegra software components and the maintenance of such structure. 


3.3   The Customer shall choose from among the services offered by Alegra on www.alegra.io in accordance with its needs.  The licensing fee varies depending on the alternative solution packages listed on the Website. Within the scope of this Agreement, Alegra shall grant the Customer access to the software service chosen on Alegra’s Website in order to establish its own e-commerce platform.


3.4   The Customer may use the services constituting the subject matter of the Agreement in line with the details and predefined comprehensive features set forth under the table on www.alegra.io. Accordingly, it is not possible for the Customer to request any additional development services such as additions, amendments or updates to the current version with respect to the services. Services may be used limited to the features offered by Allegra. 


3.5   The Customer may use more than one package in different combinations at his own request. Pricing shall be made on the basis of each product in line with configuration and customization requests. Alegra reserves the right to change the package contents and the products from time to time. The Customer has been informed in detail prior to payment with respect to the features of the package or applications/products selected while approving the Agreement as well as product prices, taxation, basic features and the aggregate payable amount.


ARTICLE 4 – LEASE AMOUNT AND THE PAYMENT PROCESS


4.1   Alegra offers Customers a trial period for the use of e-commerce solution package services during the initial 14 (fourteen) days, free of charge. After the 14 days free usage, the pricing of the solution packages will be calculated and applied on the basis of thirty-day periods. Alegra reserves the right to unilaterally terminate the free usage offered to the Customer within the 14-day trial period and delete all installation and data thereon. The Customer cannot claim any compensation in this regard. 


4.2   The licensing fee applicable after the initial 14 (fourteen) days free usage is foreseen under the fee section on www.alegra.io based on the limited features of the services.


4.3   If the Customer exceeds the usage capacity identified under www.alegra.io or requests additional packages, pricing shall be made based on the excess rates publicly announced on the Website. Pricing may be made on a prepaid basis according to the table on www.alegra.io.


4.4   The Customer agrees, represents and undertakes to have read the basic features of the services as well as the preliminary information regarding the licensing fee, payment method and delivery while confirming the order and prior to payment and also, to have information in respect thereof and to providing the necessary confirmation electronically in the form of digital confirmation. The confirmation to be given by the Customer electronically prior to payment shall imply the acceptance of the basic features of the services ordered and the prices of the services including taxes as well as the provision of the payment and delivery information in a complete and correct manner. The Customer's confirmation given in the form of opt-in shall be kept by Alegra with a time stamp. 


4.5   The USD amount of the services to be ordered by filling out the Order Form on the Website can only be paid electronically by credit card. The 14-day trial period shall commence after the Customer's confirmation of the payment. At the end of the trial period, the USD amount of the services shall be collected from the credit card previously entered by the Customer. The time of processing orders shall be the moment when Alegra determines that the necessary collection has been made from the credit card account.


4.6   After the free trial period, the identified license fees shall be valid for a 30-day access period. Licensing may be extended repeatedly at the end of each 30-day period ("Renewal Period"). In case of expiry of the 30-day license period, the license shall be renewed automatically and the 30-day license fee shall be automatically charged to the notified credit card.


4.7   If Alegra cannot automatically collect the license fee from the credit card identified by the Customer during each Renewal Period, the collection process shall be retried 3 times in total. If the collection process fails for the third time, Alegra shall have the right to suspend the service and to delete the entire the software environment and the Customer's information. In this respect, if an error occurs during the collection process, an information e-mail shall be sent to the Customer.


4.8   The Customer shall be entitled to withdraw from the lease at the end of each 30-day period. Cancellation requests pertaining to licensing orders not canceled on the last day of the thirty-day period shall only be deemed valid for the following 30-day period. 


4.9   If licensing is made for a thirty-day period, no discount or refund can be requested even if the services are used for less than 30 days.


4.10  Alegra reserves the right to change any fees relating to the services from time to time.


ARTICLE 5 – INSTALLATION OF THE PRODUCT AND ACCESS ACTIVATION


5.1   The Agreement shall enter into force when the Customer fills out the required information based on the preferred e-commerce solution package via the Order Form on Alegra's Web Site, pays the specified license fee and confirms the Agreement electronically.


5.2   Alegra has explicitly informed the Customer about the terms of the Agreement, including the aggregate amount to be paid, while confirming the order to be placed by the Customer electronically through the Order Form and before entering payment information. After an order is placed by the Customer, Alegra shall immediately send a notification to the e-mail address mentioned on the Order Form by the Customer, indicating the receipt of the order .


5.3   The Customer will be able to install the services at any time by clicking the installation link sent via e-mail following the receipt of Alregra’s notification e-mail with respect to the services being ready for installation. Allegra's responsibility shall be limited to enabling the Customer to start managing its platform by sending the installation e-mail to the Customer.


5.4   The delivery of the services subject of the Agreement shall be realized through the Customer’s registration to purchase products on the Website and the delivery of the access information defined in Article 5.3 pursuant thereto, and such date shall be regarded as the delivery date ("Delivery Date"). The operation period shall commence as of the Delivery Date and continue for the specified 30-day periods during the term of the Agreement. The Customer will be able to use the services at its sole discretion by carrying out the installation pursuant to the installation e-mail and through the access activation provided to the Customer, without being subject to any further process.


5.5   The Customer may choose 1 website address for its own use from among the available addresses through the interface offered by Alegra and obtain the right to use such address. Such website address as well as any information, products, content and brand usage provided thereon shall be the sole responsibility customers and Alegra shall not be held liable in respect thereof. 


5.6   Alegra reserves the right to suspend access to the services if deemed necessary and in case it is determined that the information provided by the Customer is inaccurate, the usage exceeds the non-exclusive operation license or illegal transactions are conducted. The Customer shall be severally liable for any damages that may arise in case the rights of Alegra or third parties are violated, without being subject to any limitation of liability.


ARTICLE 6- RIGHTS AND OBLIGATIONS OF THE PARTIES


6.1   Alegra is the intermediary service provider pursuant to the applicable legislation. In this respect, Alegra provides a ready infrastructure service for the Customer to create an e-commerce platform by defining access activation of the solution contents developed by Alegra.


6.2   This Agreement constitutes a commercial transaction between merchants due to the fact that the Parties are regarded as merchants in terms of the applicable legislation. Therefore, the Customer agrees, represents and undertakes that the provisions under the relevant legislation shall be applied to matters not covered by this Agreement.


6.3   The Customer shall be responsible for choosing and examining the solution packages according to its needs. Within the scope of this Agreement, Alegra does not provide any services to analyze the Customer's needs.


6.4   The Customer agrees, represents and undertakes that it is obligated to act as a prudent merchant in accordance with the relevant legal regulations by being a Party to this Agreement. Furthermore, the Customer shall be solely responsible in terms of the content created through the services and the e-commerce platforms and Alegra shall in no event be held liable in respect thereof.


6.5   The Customer must be at least 18 years old in order to execute this Agreement or must execute this Agreement with the participation of a parent or guardian. The Customer is obliged to submit any documents Alegra may request in order to identify the parties authorized to sign this Agreement no later than within 3 business days. Otherwise, Alegra reserves that right to suspend the service.


6.6   The Customer shall be deemed to have declared its acceptance of the Terms of Use by opening the user account on the Website and starting to use the service. It should be noted that the Terms of Use regulated within the scope of this Agreement shall also be valid for real persons and/or legal entities acting as representatives on behalf of any real person and/or legal entity, organization or institution if the power of attorney is evidenced. If the Terms of Use regulated within the scope of this Agreement are not accepted, the Customer agrees, represents and undertakes not to use the Website and the service. For the avoidance of doubt, the Customer being a party to this Agreement is expected to be the sole user of the leased products. If the Customer wishes to use such products and/or applications on behalf of third parties or wishes to have such products and/or applications used by third parties, the Customer shall execute a Business Partnership Agreement with Alegra and acquire a separate status as license holder by signing the representation documents requested by Alegra. Alegra's right to claim shall be reserved if any use to the contrary is detected. The Terms of Use shall also be applied to people having access to the Self-Service applications through persons and/or institutions other than Alegra. Alegra shall not be held liable in respect of any person accessing the Self Service through persons and/or institutions other than Alegra. 


6.7   The Customer shall be personally responsible for the accuracy and legality of the information on the credit card used for payment. Alegra reserves the right to suspend the service with immediate effect, to delete the account by deleting all data and to request the balance against which an objection has been raised from the Customer, if any objection is raised with respect to the payment transaction or collection cannot be made. 


6.8   Alegra is entitled to carry out any updates deemed necessary for the services provided to the Customer, add additional new features to services and/or remove existing features, limit or remove the system unilaterally and to obtain auxiliary services from different persons or organizations with respect to the system infrastructures and partially or entirely delegate the provision of certain services to third parties, if necessary. 


6.9   Alegra is entitled to make amend the Terms of Use without obtaining the Customer's consent, if necessary and shall notify the Customer with respect to such changes at least 90 days in advance by way of an e-mail. If the Customer does not accept the changes made to the Terms of Use upon receipt of such notification, the Customer shall cancel its existing account and cease to use the service. If the Customer continues to use the service after the expiry of the 90-day period, such shall be deemed as an acceptance of the relevant conditions. The Customer is required to notify Alegra of any changes concerning its e-mail address notified while entering into this Agreement. Otherwise, all notifications to be sent to the existing e-mail address will be deemed as a valid notification made to the Customer.


6.10   The Customer shall be obligated to compensate any damages Alegra may incur due to the Customer’s continuance of the services without accepting the Terms of Use.


6.11   The Customer agrees, represents and undertakes to upload content to its e-commerce platform to be created by using the services within the usage quotas set forth under the table on www.alegra.io and that invoicing will be made based on the additional fee tariff announced on the Website pursuant to Article 4.3 of the Agreement, in case such quotas are exceeded.


6.12   If Alegra strongly suspects and/or determines that the Customer has acted in bad faith while using the services within the scope of the preceding provision, Alegra shall be entitled to take action such as examining and deleting the data relating to the Customer's e-commerce platform, requesting information/documents from the Customer concerning the matter, blocking or removing such content, if necessary and cancelling the Customer’s access activation either temporarily or permanently.


6.13   The Customer agrees that (i) the Customer will have sole ownership of the intellectual property rights on its e-commerce platform to be created by using the services, (ii) the Customer will be responsible for any liability that may arise from the platform, (iii) the platform will not be used in connection with any intellectual property right infringement and/or any illegal, inappropriate or offensive content and (iv) Alegra will under no circumstances be held liable for such use by the Customer or third parties and/or institutions and any damages or compensation that may arise.


6.14   The infrastructure provided by Alegra shall not be used for the sale of any products banned from online sales within the scope of the relevant legislation. The Customer shall compensate any and all damages incurred by Alegra if the Customer fails to comply with this obligation. In such cases, Alegra reserves the right to suspend the service with immediate effect.


6.15   Alegra does not provide any services with respect to the obligations the Customer is required to fulfill within the scope of the applicable legislation. For the avoidance of doubt and without being limited to the specified items, the Customer shall be obligated to obtain the necessary consents in case the Customer will engage in any permission-based marketing activities, and to fulfill any necessary legal and technical requirements if the Customer is required to enter into a distant sales agreement.


ARTICLE 7 – TERMINATION OF THE AGREEMENT


7.1.    The Customer agrees, represents and undertakes that this Agreement constitutes a business between affair between merchants within the scope of the relevant legislation, it is obligated to act as a prudent merchant and in this respect, it does not have any right of withdrawal arising from the consumer legislation.


7.2   The Customer shall be entitled to cancel the license and to terminate the Agreement within a reasonable time prior to the end of the specified operation period by contacting the Customer Service and/or using the admin panel on the services offered to the Customer without stating any reason and with effect as of the following term. In line with this Agreement, the Customer is not requested to make a commitment to use longer than 30 days.


7.3   Alegra shall not be responsible for any problems that may arise from 3rd party software used in the services and their systems. 


7.4   Any notice of termination to be made within the scope of this Agreement  shall be made in writing and by indicating the will to terminate the Agreement through an e-mail to be sent to the e-mail addresses confirmed by the parties under this Agreement, and the notice of termination will be effective upon receipt by the other Party.


7.5   If the Agreement is terminated for any reason whatsoever, the Customer's right to access the Product shall terminate immediately. The Customer shall be responsible to back up all of its data on a permanent basis. The Customer cannot hold Alegra legally or criminally liable due to being unable to access its data. Alegra shall immediately delete all Customer data in case of termination of the Agreement.


7.6   Either Party shall have the right not to renew the license agreement without indicating any grounds for such non-renewal and without being subject to any compensation obligation, after the expiry of the thirty-day license.


7.7   The Agreement shall terminate automatically without any compensation, if the services cannot be provided for a period longer than 30 days due to Force Majeure. The Parties shall have no compensation claim if the occurrence of the force majeure event was not caused by the wrongful action of the Parties.  


ARTICLE 8- NON-LIABILITY


8.1   Alegra shall not be liable for any sale, marketing and promotion of products or services carried out by the Customer and/or third parties through the e-commerce platform created by the Customer through the access activation provided by Alegra and any disputes with third parties arising from such activities, which shall be the sole liability of the Customer. The Customer shall have full responsibility for the content on the e-commerce platform under its control. Alegra is not liable for any of the Customer's content or any thoughts, suggestions or advice expressed therein. Therefore, if any claim is addressed to Alegra, the Customer will relieve Alegra from liability upon receipt of Alegra’s first written notice and without any objections and will not involve Alegra as a party in any dispute.                                   


8.2   Alegra shall not be liable for any usage errors and defects including the misuse of the services by the Customer and any losses, including the loss of profit, caused by the Customer’s failure to fulfill its obligation, any malfunctions arising from all hardware, system software and network-related functions belonging to the Customer as a result thereof, the accuracy and content analysis of old data, communication network connection errors, voltage fluctuations, power cuts, problems arising from virus contamination and similar environmental factors. Alegra shall also not be liable for any disruption arising from the Internet network and without Alegra's fault or any delays or damages that may occur during the process of access activation. 


8.3   The Customer shall be responsible for any settings and content changes made on the licensed services.


8.4   Alegra shall ensure that the data produced on the e-commerce platform created by the Customer by using Alegra software is backed up.


8.5   The Customer shall be liable for any content belonging to the Customer and legally constituting a criminal offense. The Customer is prohibited from selling any products including but not limited to products involving child abuse, sexual toys and products, pornographic publications, weapons and explosive products, pharmaceuticals or health products not approved by the Ministry of Health, products relating to deviant religious beliefs, products specific to security and military forces (the sale of which is subject to administrative permission), poisonous products (including agricultural products) and livestock the sale of which is prohibited and any products violating the laws, regulations and circulars, by using the E-commerce website created through the services. Alegra shall be entitled to terminate the service offered by Alegra with immediate effect and without refund and to remove the content and to delete all software and data if it is determined that one or more of the aforementioned content is part of the content accessible through the system leased to the Customer or sold through the system.


8.6   Alegra's liability shall be limited to the provision of Self-Service maintenance package contents to the Customer in thirty-day intervals. Alegra shall not be held liable and the service period shall not be extended due to service interruptions or similar situations concerning the Product constituting the subject matter of the Agreement that may occur due to the Customer's fault, default or any other reason that cannot be attributed to Alegra. However, Alegra does not assume any responsibility for any malfunctions such as software, computer, operating system that may occur in connection with the Customer's own usage (home, business and other areas of usage).


8.7   Considering that does not charge any fees for the use of Magento 2 Community Edition included to the e-commerce solution packages to be provided to the Customer under this Agreement, Alegra shall not be held liable for any errors, updates, deficiencies that may occur in such software and circumstances including but not limited to any setbacks that may arise during the Customer's use of the system, partial or complete removal of the system or restriction of access to the open-source code. Alegra's liability shall be limited to Alegra software relating to the services.


8.8   Alegra shall not store personal information available on the credit cards to be used by the Customer within the scope of payment transactions on its servers and shall not be held liable for any errors and mistakes that may arise as a result of such credit cards belonging to third parties as such information is not available and cannot be viewed on Alegra servers. If any damages arising from the use of third party credit card information are addressed to Alegra, Alegra shall be entitled to recourse to the Customer for such loss.


8.9   The Parties shall not be held responsible for the failure to or delay in fulfilling their responsibilities under the Agreement partially or as a whole due to certain objective impossibilities that are not caused by the Parties themselves and can be deemed as force majeure events such as natural disasters, terrorist incidents, war, military practices, widespread plague such as an epidemic/pandemic and relevant governmental measures and/or heavy transportation restrictions, acts of god such as fire and earthquakes, loss of energy and workforce, server damage or infiltration to network systems.


8.10   In addition to the aforementioned instances and without being limited thereto, Alegra’s liability shall be limited to the fees pertaining to the last 30 days of service acquired by the Customer in case the Customer is unable to obtain the service properly or at all, the services cannot be provided in connection with its software or the software of third parties or for any reason whatsoever, the service is suspended temporarily or permanently due to the rights or claims of third parties, access is blocked or in cases such as the imposition of administrative and criminal sanctions.


8.11   The services subject to this Agreement shall only be used by the Customer being a party to the Agreement. The Customer may be required to pay compensation due to unlicensed use if the Customer allows third parties to use the product or applications constituting the subject matter of the Agreement against payment or free of charge. Alegra shall not bear any responsibility against third parties using its services without a license. Persons contemplating to enabling third parties to use the services in a lawful manner are required to sign a Cooperation Agreement with Alegra.


ARTICLE 9 – INTELLECTUAL PROPERTY RIGHTS


9.1   Within the scope of the Agreement, a non-exclusive operation license is provided to the Customer through the licensed services. Such license is subject to the provisions of the relevant legislation.


9.2   The non-exclusive operation license granted within the scope of the Agreement is non-exclusive and offers the Customer a worldwide right of use and shall be valid for the duration and be limited to the provisions of this Agreement. However, the Customer is not authorized to transfer the license right.


9.3   The Customer shall in no event limit the rights of Alegra arising from relevant legislation with respect to the services and shall not assert any claim relating to the services.


9.4   All of the intellectual property rights pertaining to the services subject to the Agreement (except for any intellectual property rights offered with an open-source code) are owned by Alegra and the right of reproduction, communicate to the public, distribution, representation as well as the authority to exercise moral rights is protect in accordance with the relevant legislation. The Customer agrees, represents and undertakes that the Customer shall only possess an operation right in accordance with this license and shall in no event acquire any intellectual property rights, including the right to process software codes and source codes of the services.


9.5   The Customer is not entitled to access software source codes offered within the scope of the services constituting the subject matter of the Agreement, copy or change such codes or use such for any reason other than for the purposes of common projects, disassemble, change its order or otherwise benefit from such codes without Alegra's written consent. The Customer agrees, represents and undertakes to comply with the open-source code rules of the relevant software in terms of software offered for use with an open-source code and to have sufficient information in this regard.


9.6   The rights pertaining to any and all technical works, flow and visual content provided as part of the services to be offered to the Customer by Alegra within the scope of the Agreement are owned by Alegra and are provided to the use of the Customer with a non-exclusive license.


ARTICLE 10 – CONFIDENTIALITY


10.1   The Parties undertake to regard all information and materials including but not limited to information, standards and practices, software, programs, training, documents and correspondence acquired in connection with the performance of this Agreement (in writing or electronically) as a trade secret and confidential information and not to provide or disclose such information to third parties or announce to the public or change such information without the written consent of the other party and to avoid any other similar activities. The termination of the Agreement for any reason whatsoever shall not cause the termination of the obligations foreseen in this article. The Customer shall compensate any direct, indirect, financial or immaterial damages and the loss of profit incurred by Alegra upon receipt of Alegra's first written notice in case of any act or transaction of the Customer violating the confidentiality obligation.


10.2   Information which is already in the public domain or the disclosure of which is or is likely to be required in accordance with any applicable legislation and/or requested by any governmental authority or acquired independently by any third party prior to the regulation of such confidentiality obligation or without being subject thereto shall be excluded from the scope of confidential information and shall constitute an exception to this article. 


ARTICLE 11 – PROTECTION OF PERSONAL DATA 


11.1   The Parties agree, represent and undertake to process each other's personal data only for the purposes of entering into and performing this Agreement and in a relevant, limited and measured manner for to such purpose and to maintain such personal data for the duration required for such purpose.


11.2   The Customer represents, agrees and undertakes that it has read and obtained information on the Information Notice and the Cookie Policy prepared by Alegra and accessible on the Website before providing the required information through an Order Form.   


11.3   The Parties shall take all necessary technical and administrative measures to prevent the unlawful processing of personal data acquired or obtained within the scope of the Agreement, to prevent unlawful access to personal data and to ensure the appropriate level of security for the purpose of ensuring protection of personal data.


11.4   The Customer agrees, represents and undertakes to immediately notify Alegra in writing if the Customer discovers that the personal data obtained within the scope of the Agreement has been acquired by third parties illegally and without permission and to immediately adopt necessary measures to remedy such unlawfulness and to compensate any and all damages that may be incurred by the data owner as a result thereof.


ARTICLE 12 - MISCELLANEOUS PROVISIONS


12.1   The licensing transaction established between the Parties in accordance with this Agreement shall primarily be subject to the provisions foreseen hereunder whereby any matters not covered by the Agreement shall be subject to the provisions foreseen under the applicable legislation.


12.2   Turkish Law shall be applied in respect of any disputes that may arise from this Agreement and Istanbul Courts and Enforcement Offices shall have jurisdiction in respect thereof. If the headquarters of the Parties are located abroad, such shall not affect the validity of this provision.


12.3   The Customer shall not lease, transfer, share or allocate the e-commerce solution services licensed from Alegra in accordance with this Agreement or its rights and obligations arising from the Agreement without Alegra's prior written consent for any reason whatsoever. The violation of this provision shall entitle Alegra to unilaterally terminate the Agreement without refund.


12.4   The invalidity, illegality and unenforceability of any provision of this Agreement or any expression stated hereunder shall not affect the validity or enforcement of the remaining provisions.


12.5   This Agreement includes all terms agreed between Alegra and the Customer and supersedes all prior written or verbal documentation relating to the subject matter of this Agreement.


12.6   The Parties accept and undertake in advance that the addresses specified under Article 1 of the Agreement are their legal notification addresses and unless any change of address is notified to the other Party in writing via notary public within 7 (seven) days, any notifications to be made to such addresses shall be legally valid and bear legal consequences.


12.7   The stamp duty arising from this Agreement shall be borne equally by the Parties. If the entire stamp duty is paid by Alegra, the Customer’s portion shall be charged to the Customer during the first 30-day invoicing period and collected from the credit card.


12.8   This Agreement shall enter into force upon completion of the Customer’s payment transaction and shall remain in effect unless any of the reasons for termination and expiry specified under the Agreement exist or the right of withdrawal is exercised by the Customer within the applicable period.