Terms and Conditions

This Service Agreement (“AGREEMENT”) is executed on …………………….. at ……………………………………………………….. by ………………………………………………………………………………………………………………………………………. (“USER”), who declares their address to be as stated above, and Hipposoft Yazılım Ltd. Şti., located at İkitelli Organize Sanayi Bölgesi Ziya Gökalp, 8. Cd. No:1/A 34490 Başakşehir / İstanbul.

WHEREAS:

Hipposoft Yazılım Ltd. Şti. has developed software called HRPLAN, which is the subject of this Agreement. HRPLAN is web-based software developed for managing, recording, tracking, analyzing, and reporting Human Resources processes. Known in Turkish as "Hizmet Olarak Sunulan Yazılım," it is referred to as "Software as a Service" (SaaS).

1. Subject and Scope of the Agreement

1.1 Subject to the terms and conditions of this Agreement, HRPLAN agrees to provide the USER access to HRPLAN software (including SaaS platform access and SaaS applications) for a fee within the scope of subscription options. The interface, database, and accompanying documentation (collectively referred to as the "Software") have been defined, described, and made available online starting from the specified publication date. By visiting the HRPLAN website, registering with user credentials, and logging in, the USER becomes a registered user of the HRPLAN platform.

1.2 If the USER enters into this Agreement on behalf of a company or another legal entity, they declare and guarantee that they are authorized to represent the said entity within the scope of this Agreement.

1.3 Once the registration process is completed, the USER can access the software online. A user ID and password, determined during registration, are required to log in to the website. The software is accessible after completing a "session-specific" login.

2. Licensing

2.1 HRPLAN grants the USER a non-exclusive, non-transferable license under this Agreement. This license supports commercial usage, subject to the terms and conditions of this Agreement.

2.2 The USER agrees that they will not, directly or indirectly, engage in any of the following activities with respect to the software, including but not limited to:

• Reverse engineering, decompiling, translating, converting compiled code into source code, attempting to discover the source code or underlying ideas or algorithms of the software, or creating derivative works of the software.

• Copying or reproducing any component of the software or its distribution environment.

• Copying, sublicensing, selling, renting, distributing, downloading to a computer, transferring to another computer, or otherwise transferring the software.

• Removing, deleting, or altering any copyright notices, proprietary notices, or disclaimers within the software or the source code produced using the software.

• Using the software or the source code produced using the software in any way that could harm, disable, overload, or impair third-party hardware, software, or online services.

The USER agrees not to use the software outside of the scenarios specified in this Agreement and undertakes not to engage in the activities listed above.

3. Pricing and Terms of the Agreement

3.1 HRPLAN provides the software to the USER in accordance with the prices and user quotas specified in the attached price list. The attached price list includes on-site and remote service items that may be provided to the USER upon request and will be invoiced separately.

3.2 Upon signing the agreement, the amount specified in Annex-1, which is an integral part of this Agreement, will be invoiced to the USER. Payment must be made within five (5) calendar days of the invoice date. Once payment is made, the system will be activated within 24 hours. HRPLAN reserves the right not to activate the system and to terminate the agreement without any liability in the event of non-payment.

3.3 The USER acknowledges and accepts that if they fail to pay the invoice amount for purchased licenses consecutively, HRPLAN may suspend the service and demand the entire remaining agreement amount in a single invoice.

4. Copyright and Intellectual Property Rights

4.1 The USER acknowledges that the software is the exclusive property of Hipposoft Yazılım Ltd. Şti. and is protected by copyright and patent laws. Hipposoft Yazılım Ltd. Şti. is the sole owner of the software and retains all rights, title, and interest in the software, including all versions, revisions, and updates provided to the USER unless explicitly stated otherwise in this Agreement.

5. USER Obligations and Payments

5.1 HRPLAN and the USER agree to the following:

• The USER is responsible for procuring and maintaining the necessary computer hardware, software, and communication equipment required to access the software, as well as covering any third-party access fees incurred while using the software.

• The USER is responsible for maintaining the security of their computer systems, protecting against harmful software (e.g., viruses, worms, Trojans), and installing and updating the necessary security software.

• The USER acknowledges that HRPLAN cannot guarantee that the software or the source code produced using the software will be virus-free after downloading, compiling, installing, running, or accessing.

• The USER is solely responsible for their actions while using the software.

5.2 The USER agrees to comply with all local and international laws and regulations, including those governing the transmission of technical data, in their use of the software and the source code produced using the software. The USER also agrees not to upload or distribute files containing viruses, corrupted files, or other harmful software or programs.

6. USER Data

6.1 The USER owns all data, information, or materials (“USER Data”) entered into the software. Except in cases permitted by this Agreement, HRPLAN will not edit, delete, or disclose the content of USER Data without authorization unless required by law or necessary to protect HRPLAN's rights.

6.2 HRPLAN may access USER Data to perform maintenance activities or respond to technical issues. The USER is solely responsible for the accuracy, quality, legality, and reliability of their data.

6.3 HRPLAN is responsible for ensuring that no data is lost or corrupted in the database and for providing USER Data upon request. However, the USER is responsible for maintaining archives or backup copies of their data.

6.4 The USER must comply with Turkish privacy legislation and any future amendments or implementations.

6.5 HRPLAN will retain USER Data for thirty (30) days after the termination or expiration of this Agreement. The USER may request a copy of their data from HRPLAN within this period. HRPLAN will fulfill such a request within thirty (30) business days. After this period, HRPLAN may delete or destroy all USER Data without further notice or obligation.

7. Obligations of HRPLAN

7.1 Subject to exceptions specified elsewhere in this Agreement, HRPLAN warrants that it will exercise reasonable care and skill in providing the software and that the software will function materially in accordance with its stated features under normal usage conditions. In the event of a material breach of this warranty, HRPLAN’s obligations are limited to:

• Updating the software to comply with its stated features within a reasonable resolution period; or

• If commercially reasonable or applicable, terminating this Agreement and the USER’s right to use the software and refunding any unused portion of the fees.

7.2 HRPLAN may temporarily suspend or terminate the operation of the software at any time without prior notice to perform maintenance, repairs, or updates.

7.3 HRPLAN reserves the right to disclose USER Data to authorized governmental authorities in response to legal or regulatory demands. Such disclosure will not constitute a violation of confidentiality or personal data protection.

7.4 If any legal action, enforcement proceeding, or precautionary measure is initiated against the USER, HRPLAN may, at its sole discretion, temporarily or permanently suspend the USER's membership, subscription, or legal relationship. If the USER opens a new account despite such actions, HRPLAN reserves the right to close these accounts and claim compensation for any damages incurred.

7.5 HRPLAN may assign, transfer, or delegate any of its rights, authorities, obligations, and liabilities under this Agreement, in whole or in part, to third parties or institutions by notifying the USER.

8. Disclaimer of Liability

8.1 The USER acknowledges that they are fully responsible for their use of the software. HRPLAN will not be held liable for any direct or indirect, personal, or general damages arising from or related to the use of the software.

8.2 HRPLAN is not responsible for verifying the accuracy, safety, or legality of information or content uploaded, modified, or provided by the USER. It will not be liable for any damages resulting from inaccurate or incorrect information or content provided by the USER.

8.3 To the maximum extent permitted by law, HRPLAN will not be liable for any damages, including but not limited to loss of profits, goodwill, reputation, or expenses incurred for replacement products or services, resulting from the use of the HRPLAN Platform.

8.4 HRPLAN does not warrant that the Platform or its services will be error-free, uninterrupted, flawless, or perfect. It will not be liable for any interruptions, delays, or failures in information transmission or data loss that may result in direct or indirect damages to the USER or third parties.

8.5 HRPLAN disclaims all implied warranties, including but not limited to merchantability and fitness for a particular purpose. HRPLAN’s liability under this Agreement is limited to the monthly or annual subscription fee paid by the USER for the services at the time the damage occurred.

8.6 HRPLAN will not be liable for damages incurred by third parties as a result of the USER’s unlawful activities on the Platform. HRPLAN reserves the right to seek compensation for any damages it incurs due to such actions.

8.7 HRPLAN will not be liable for negligence or actions related to the USER’s use of the HRPLAN Platform.

8.8 Changes in legal regulations that fall outside the scope of this Agreement will not be the responsibility of HRPLAN and will be reflected in the Agreement as applicable.

8.9 The USER is solely responsible for damages caused by transferring or allowing third parties to use their account in violation of this Agreement.

8.10 HRPLAN will not be liable for delays or disruptions caused by force majeure events, including but not limited to regulatory or supervisory decisions, legal rulings, natural disasters, epidemics/pandemics, terrorism, wars, power outages, or hacking incidents.

9. Limitation of Liability

HRPLAN will not be liable for any losses, damages, delays, or interruptions caused by events beyond its control, including data loss or system errors resulting from interruptions in the operation of the software or services.

10. Maintenance and Support Services

10.1 During the term of this Agreement, HRPLAN will provide the following support services to the USER, consistent with their subscription plan:

• Advice provided via a support hotline or email responses;

• Notifications regarding fixes, updates, and technical bulletins;

• Updates and patches for the software, as determined by HRPLAN;

• Diagnosis and remote resolution of software errors, including necessary changes to documentation;

• Additional support services as deemed appropriate by HRPLAN;

• Deployment of new versions of the software as determined by HRPLAN.

10.2 Support services are provided only for the current version of the software and within twelve (12) months of its release.

11. Passwords and Security

11.1 HRPLAN will issue a unique password for each USER who has paid the applicable subscription fees. The USER is responsible for maintaining the confidentiality of their password and ensuring that only authorized individuals use it. HRPLAN will not be liable for losses resulting from unauthorized access caused by the USER’s failure to maintain password security.

11.2 HRPLAN uses a reputable third-party internet service provider with commercially reasonable security measures to host the software and prevent unauthorized access. However, the USER acknowledges that the internet inherently carries the risk of unauthorized access to USER Data. HRPLAN does not guarantee the confidentiality, security, or accuracy of information transmitted over the internet.

12. Termination

12.1 This Agreement is effective from the activation date and will terminate upon the expiration of the subscription period. If the USER does not renew their subscription or subscribe to a new plan by the expiration date, their access to the software will be partially or fully terminated.

12.2 HRPLAN may immediately suspend or terminate the USER's access to the software or terminate this Agreement under the following circumstances:

• Non-payment of applicable fees by the USER;

• Requests made by judicial authorities;

• Misuse or improper use of HRPLAN by the USER.

12.3 The USER is not released from payment obligations for unpaid fees upon termination unless they are within the trial period.

13. Mutual Ethical Conduct

13.1 HRPLAN and the USER agree not to make any statements or use language in any communication channels, whether visual or written, that could be interpreted as derogatory toward each other's products, services, business methods, affiliates, or personnel.

14. Governing Law

14.1 This Agreement, its interpretation, and any disputes arising from it are governed by the laws of Turkey.

14.2 Any disputes under this Agreement will be exclusively resolved in Turkish courts, to which the USER consents.

15. Miscellaneous

15.1 This Agreement constitutes the entire understanding between HRPLAN and the USER and supersedes all prior agreements, proposals, and communications.

15.2 The waiver of any provision of this Agreement will not be deemed a waiver of any other provision.

15.3 If any provision of this Agreement is deemed invalid, the remaining provisions will continue to be enforceable.

15.4 Force majeure events may allow either party to suspend the Agreement or terminate it if such events persist for more than three (3) months.

15.5 This Agreement is binding upon successors and authorized assigns of both parties.

Customer

Hipposoft Yazılım Ltd. Şti.