End User License Agreement

1. Definitions

In addition to terms defined elsewhere in this Agreement, the following terms have the meanings provided below wherever used in this Agreement:

1.1 “Affiliate” means an entity controlled by, under common control with, or controlling such entity, where control is denoted by having 50% or more of the voting power (or equivalent) of the applicable entity.

1.2 “Client” means, if You are an MSP, Your customer (which may not be an MSP) to whom You provide Managed Services that utilize the Software. If You are not an MSP, the term Client does not apply to You or Your use of the Software.

1.3 “Documentation” means the then-current official user documentation prepared and provided by Monitic to You regarding the use of the Software, as updated from time to time.

1.4 “Force Majeure Event” means an act, event, or circumstance beyond the control of Monitic, including, but not limited to, acts of God; systematic electrical, telecommunications, or other utility failures; third-party internet or data storage failures; technological attacks; fires, floods, storms, or other natural disasters; epidemics or pandemics; labor disputes; industrial disturbances; riots; acts or orders of government; and acts of terrorism or war.

1.5 “Fees” means the subscription and other fees set forth in any Order Form, as well as any interest and Taxes applicable to such fees pursuant to Section 7.

1.6 “Managed Services” means the remote management of the information technology infrastructure and end-user systems of another party.

1.7 “Managed Services Provider” or “MSP” means an individual or legal entity that provides Managed Services.

1.8 “Monitic Marks” means the trademarks and service marks belonging to Monitic, including, but not limited to, its registered and common law design marks, word marks, and combinations thereof, that Monitic approves for use by You.

1.9 “Object Code” means computer programming code in the form not readily perceivable by humans and suitable for machine execution without the intervening steps of interpretation or compilation.

1.10 “Order Form” means the applicable document or other method by which You procure Software licenses from Monitic (including any applicable changes made through a change order or other updates).

1.11 “Personal Data” means data that is defined as “personal information” or “personal data” under applicable law.

1.12 “SaaS Service” means the Monitic online platform service that utilizes the Software on a hosted basis.

1.13 “Software” means the Object Code versions of all the software provided by Monitic under this Agreement, including software accessible through the SaaS Service and software that You may need to download and install in order to utilize the SaaS Service, as well as each individual component thereof (which may include or consist of Third-Party Products); and any updates, upgrades, or enhancements thereto provided to You by Monitic, including, but not limited to, any support software made available via the Internet, email, or any other means. For avoidance of doubt, all references in this Agreement to Software include the SaaS Service.

1.14 “Term” means the period of time beginning on the Effective Date and ending on the expiration or termination of the subscription set forth in the Order Form (as renewed in accordance with the terms of the Order Form or otherwise by written agreement of the parties).

1.15 “Third-Party Products” means the open source or third-party software licensed by Monitic and incorporated into and/or distributed as part of the Software.

1.16 “User” means an individual authorized by You or Your Affiliates to use the Software and Documentation or for whom You have procured a license. If You are a legal entity, Users may only include Your employees and contractors.

1.17 “Your Data” means data, files, or information, including Personal Data, submitted by You or Your Users through Your or Your Users’ use of the Software.

2. License Grants

2.1 Subscription License. If the Software is provided to You on a subscription basis, then, subject to the terms and conditions of this Agreement (including any restrictions set forth in the Order Form and the timely payment of Fees), Monitic grants to You, during the Term, a limited, non-exclusive, revocable, non-transferable right and license to: (i) access and use the Software through the SaaS Service; and (ii) to the extent applicable, install and use certain Software specifically provided by Monitic for such use.

The Software is licensed strictly in accordance with the usage metrics specified in the applicable Order Form (for example, per managed endpoint, per installed agent, per User, per site, or any other metric expressly described in the Order Form), and may not be used beyond such licensed metrics.

If You are an MSP, You agree that the Software will be used solely in furtherance of Your provision of Managed Services to Clients and not for any other purpose or by any unauthorized third party. If required by Monitic in its sole discretion, Your Client(s) shall accept the terms of an end user license agreement for the Software. Subject to the terms and conditions of this Agreement, Your Affiliates may use the license granted hereunder on the condition that You are responsible for Your Affiliates’ and Your Affiliates’ Users’ compliance with this Agreement and their actions and/or omissions.

2.2 Proprietary Rights. The Software is licensed to You, not sold. All worldwide ownership of, and all rights, title, and interest in and to the Software, and all copies and portions thereof, including, but not limited to, all copyrights, patent rights, trademark rights, trade secret rights, inventions, and other proprietary rights therein and thereto, are and shall remain exclusively in Monitic or its licensors. The only rights You acquire under this Agreement are those which are expressly stated in this Agreement.

2.3 Monitic Marks. If You are an MSP, then, subject to the terms and conditions of this Agreement (including any restrictions set forth in the Order Form and the timely payment of Fees), Monitic grants You, during the Term, a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to use the Monitic Marks solely to market and advertise to current or prospective Clients that You utilize the Software in the Managed Services. Your use of the Monitic Marks is subject to Monitic’s prior and continued approval. Monitic is the sole and exclusive owner of the Monitic Marks, and Your use thereof shall inure to the benefit of Monitic and shall not create any right, title, or interest in the Monitic Marks for Your benefit. You agree that You will not challenge the validity of or Monitic’s ownership in the Monitic Marks, and that You will not adopt or attempt to register any trademark that is confusingly similar to any of the Monitic Marks.

2.4 Monitic APIs. To the extent that You use any Monitic API, such use is governed by the Monitic API License Agreement (“API EULA”), which is hereby incorporated by reference. Solely with respect to Your access to or use of the API, to the extent that any term of this Agreement conflicts with that of the API EULA, the API EULA shall control and govern the rights and obligations of the parties. Otherwise, to the extent that any term of this Agreement conflicts with that of the API EULA, this Agreement shall control and govern the rights and obligations of the parties.

3. License Restrictions

3.1 Restrictions. Except as expressly permitted in Section 2, You and the Users or Clients shall not: (i) modify, translate, reverse engineer, decompile, disassemble, make derivative works of, or otherwise derive source code from the Software or Documentation, in whole or in part (or, in any instance where the law permits such action, You agree to provide Monitic at least 90 days’ advance written notice of Your belief that such action is permitted and warranted and to provide Monitic with a reasonable opportunity to evaluate whether the law requires such action); (ii) create, develop, license, install, use, or deploy any software or services to circumvent, enable, modify, or provide access, permissions, or rights which violate the technical restrictions of the Software; (iii) use the Software for development or any other non-intended purpose; (iv) sell, resell, rent, lease, or otherwise distribute the Software or Documentation, in whole or in part; (v) assign, sublicense, rent, or otherwise transfer Your access and use rights to the Software under this Agreement without the prior written approval of Monitic; (vi) copy, reproduce, republish, upload, post, or transmit the Software or Documentation; (vii) use the Software on any endpoint or device (a) that is responsible for human safety and/or (b) whose failure or malfunction could result in personal injury or death; (viii) use the Software in a manner that results in excessive use, bandwidth, or storage; or (ix) use the Software if You are a competitor of Monitic or for purposes of monitoring the Software’s performance, functionality, or availability or for any other benchmarking or competitive purposes.

In addition, You and the Users or Clients shall not use the Software to: (i) defame, abuse, harass, threaten, or otherwise violate the legal rights of others (such as rights of privacy and publicity); (ii) conduct or forward illegal contests, pyramid schemes, chain letters, unsolicited or unauthorized advertising, promotional materials, multi-level marketing campaigns, or emails; (iii) publish, post, distribute, disseminate, or link to any: (a) defamatory, infringing, or unlawful topic, name, material, or information; or (b) software or other material protected by intellectual property laws, copyright licenses, rights of privacy or publicity, or other proprietary rights, unless You own or control such rights or You have received all necessary consents for Your use of such software and other materials; (iv) harvest usernames or email addresses for any purpose; (v) restrict or inhibit any other individual from using and enjoying his/her rights with respect to the Software, services, or website; (vi) interfere with or disrupt the Software, services, website, or networks; or (vii) violate any applicable laws or regulations.

3.2 Usage Limits; Audit. The Software shall not be installed or used on a number of devices greater than that specified in the Order Form or otherwise exceed the usage metrics specified therein. Monitic may monitor Your usage of the Software (including that of the Users or Clients) to ensure that it complies with such usage limits.

In addition, no more than once in any twelve (12) month period (unless Monitic has a reasonable basis to believe that an overage has occurred), Monitic may audit Your records and systems reasonably necessary to verify Your compliance with the usage limits and payment obligations under this Agreement. Any such audit will be conducted upon reasonable advance notice and during normal business hours, and in a manner designed to minimize disruption to Your business.

If any audit or monitoring reveals that the usage limits have been exceeded, You shall promptly pay additional fees for the excess usage at the rate(s) set forth, or as otherwise described, in the Order Form. If the audit reveals an underpayment of five percent (5%) or more of the Fees that should have been paid during the period being audited, You shall also reimburse Monitic for the reasonable costs of the audit. This remains true even if the excess usage results from unauthorized use of the Software.

4. Your Obligations

You acknowledge, agree, and warrant that:

4.1 Authority. You have the full power and authority to enter into this Agreement and carry out the obligations hereunder.

4.2 Compliance. You are solely responsible for Your and the Users’ or Clients’ compliance with this Agreement and all laws and regulations applicable to the use of the Software. If You become aware of any noncompliance with the foregoing by Yourself, any Users or Clients, You shall immediately report the noncompliance to Monitic and cure and remedy the noncompliance to the extent feasible.

4.3 Credentials. You are solely responsible for the safekeeping and confidentiality of Your and the Users’ or Clients’ usernames and passwords. If You become aware of any breach of confidentiality thereof, You shall immediately cure and remedy the breach and report to Monitic any adverse effects or results of the breach.

4.4 Activities. You are solely responsible for Your and the Users’ or Clients’ activities in or as a result of using the Software, including, but not limited to: (i) any misuse of the Software; (ii) the information, data, and content entered into the Software or otherwise made available to Monitic; (iii) the information, data, and content accessed through the Software or otherwise made available to Monitic, its effects, any actions taken in response thereto, and any interpretations thereof; and (iv) the accuracy, quality, integrity, legality, reliability, appropriateness, and copyright of all information, data, and content that You, the Users or Clients allow the Software to access or otherwise make available to Monitic. You will provide any notices and obtain any consents that may be legally required for Monitic to engage in the activities contemplated by this Agreement.

4.5 Equipment and Ancillary Services. You are solely responsible for acquiring and maintaining any equipment or ancillary services needed to connect to, access, or otherwise use the Software, including, but not limited to, modems, hardware, software, and internet service, and for ensuring that such equipment and ancillary services are compatible with the Software.

4.6 Export Control Laws. The Software, Documentation, and any related technical data, and products utilizing the Software, Documentation, or such technical data (collectively, “Controlled Technology”) are subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. You shall not, and shall not permit any third parties to, export, re-export, or release, directly or indirectly, any Controlled Technology to a jurisdiction or country to which the export, re-export, or release of any Controlled Technology is prohibited by applicable federal law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval) prior to exporting or re-exporting any Controlled Technology. You shall provide prior written notice of the need to comply with such laws and regulations to any person, firm, or entity which You have reason to believe is obtaining any such Controlled Technology from You with the intent to export. Any breach by You of this Subsection 4.6 shall be deemed a material, uncurable breach of this Agreement.

4.7 Anti-Corruption; OFAC. You acknowledge and agree that You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of Monitic in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Monitic. You represent and warrant to Monitic that none of (a) You, (b) each person or entity owning an interest in You (as applicable), nor (c) the Users are (x) currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, U.S. Department of the Treasury (“OFAC”), nor on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or, regulation, or (y) a person or entity with whom a citizen of the U.S. is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of U.S. law, regulation, or Executive Order of the President of the United States.

4.8 Liability Disclaimer. MONITIC (INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND SUCCESSORS) SHALL NOT BE LIABLE IN ANY MANNER FOR ANY DAMAGES RESULTING FROM YOUR FAILURE TO FULFILL THE FOREGOING RESPONSIBILITIES UNDER THIS SECTION 4, INCLUDING, BUT NOT LIMITED TO, DAMAGES RESULTING FROM ANY MISUSE OF THE SOFTWARE OR ANY DELETION, DESTRUCTION, LOSS, OR UNAUTHORIZED ACCESS TO THE DATA STORED THEREIN.

5. Data Use and Protection

5.1 Your Data. Vault Bilişim Sistemleri Ltd. Şti. (“Vault” or “Monitic”) acknowledges and agrees that, as between Vault and You, You own all right, title, and interest in and to all data, files, and information submitted or transmitted through Your use of the Software (“Your Data”).
You grant Vault a non-exclusive, royalty-free, worldwide license to:

(i) store, process, reproduce, and use Your Data solely to the extent necessary to:
  (a) operate, provide, maintain, support, and improve the Software;
  (b) perform internal statistical, diagnostic, and performance analyses for service optimization;
  (c) comply with Vault’s obligations under this Agreement and all applicable data protection laws, including the Law on the Protection of Personal Data No. 6698 (“KVKK”), GDPR, HIPAA (if applicable), and any related regulations.

(ii) anonymize, de-identify, summarize, or aggregate Your Data, so that no individual person or device is identified or identifiable (“Aggregate Data”), and use such Aggregate Data for lawful business purposes, including but not limited to: trend analysis, industry reports, white papers, product improvement, and the development of new features or services.

For clarity:

• Aggregate Data shall never contain Personal Data, nor any information that identifies or could reasonably identify an individual or organization.
• Vault shall retain all intellectual property rights in the Aggregate Data and may continue to use such Aggregate Data both during and after the Term, provided that it remains fully anonymized and non-identifiable.

5.2 Protection of Your Data. Monitic shall comply with its obligations under applicable data protection laws and shall maintain appropriate administrative, physical, technical, and organizational measures that ensure an appropriate level of security for Your Data. You acknowledge and agree that any Personal Data contained in Your Data is voluntarily provided by You solely based on how You choose to use the Software and/or manage devices on which the Software is deployed. To the extent that Your Data contains Personal Data, and You have executed the Data Processing Agreement (“DPA”) as instructed here, Monitic will process such Personal Data in accordance with the DPA. Upon execution by both parties and Monitic’s receipt of the executed DPA, the DPA shall be incorporated by reference into this Agreement. You are responsible for ensuring that the security of the Software is appropriate for Your intended use.

5.3 Representations, Warranties, and Covenants Concerning Use.
You acknowledge and agree that You shall not input, store, transmit, or upload into the SaaS Service environment any data that is subject to heightened legal, regulatory, or contractual security requirements, including but not limited to:

• data classified as “special categories of personal data” or “sensitive personal data” under applicable data protection laws (including KVKK and GDPR);
• data requiring sector-specific compliance obligations (such as medical records subject to HIPAA-equivalent regulations, financial data requiring PCI-DSS compliance, or national security–related information);
• any information that You are not legally permitted to process, transfer, or disclose to third parties;
• any data that would impose on Vault any additional technical, administrative, or legal safeguards beyond those expressly set forth in this Agreement.

You further represent and warrant that You have all necessary rights, authorizations, and consents to upload and process any data You choose to handle through the Software.

6. Third-Party Products

You acknowledge and understand that Third-Party Products are embedded or incorporated in, or distributed with, the Software and may be governed by their own license terms (collectively, “Third-Party License”). Links to relevant Third-Party Licenses may be found here. Nothing in this Agreement limits Your, the Users’ or Clients’ rights under, nor grants You, the Users or Clients any rights that supersede, the terms of any applicable Third-Party License (including, but not limited to, those concerning proprietary rights to the Third-Party Products). If You, any User or Client do(es) not agree to the Third-Party License terms, then You, such User or Client shall not use the Software, respectively.

To the extent the provisions of a Third-Party License applicable to an open source component of the Software prohibit any of the restrictions in this Agreement with respect to such open source component, such restrictions will not apply to the open source component affected by such prohibition. To the extent that the provisions of the Third-Party License applicable to open source components of the Software require Monitic to make an offer to provide source code or related information in connection with such open source components, such offer is hereby made.

7. Fees and Payment

Fees shall be due and payable as set forth on the Order Form and as otherwise required under this Agreement. Failure to pay Fees on time may result in the termination of this Agreement and/or the suspension of Your and the Users’ or Clients’ access to and use of the Software as described in Section 8. In addition, for any past due amount, Monitic may charge interest at 1.0% per month or the maximum rate allowed by applicable law, whichever is lower. Except as expressly set forth herein or in the Order Form, all Fees paid or payable are non-cancellable and non-refundable to the maximum extent permitted by law.

7.1 Disputed Fees. If You believe that any invoice for Fees is in error, You must notify Monitic in writing of such error within 25 days of Your receipt of such invoice. Failure to provide such notice shall constitute Your waiver of Your right to dispute the invoice. If appropriate, Monitic shall rectify the error by reducing the amount of the next invoice following the parties’ resolution of such error, or by any other means agreed between the parties.

7.2 Taxes. Prices are exclusive of any and all taxes and withholding requirements, including sales and use taxes, value-added taxes, export and import fees, customs, duties, tariffs, and similar charges arising out of this Agreement or applicable to the transactions contemplated by this Agreement that are imposed by any government or other authority (“Taxes”). Customer shall pay or reimburse Monitic for all Taxes, if and as applicable. If Customer is required to pay or withhold any Taxes in respect of any payments due to Monitic hereunder, Customer shall gross up payments actually made to Monitic such that Monitic shall receive the sums due hereunder in full and free of any deduction for any such Taxes or withholdings.

7.3 Fee Changes. Monitic may change Fees for the Software from time to time, in its sole discretion. Any Fee changes will be effective upon the commencement of Your next renewal term, provided that Monitic shall provide You with reasonable notice of any such Fee change prior to the expiration of the then-current term. Notice under this Subsection 7.3 may be given to any of Your personnel who regularly interact with Monitic in relation to the Software.

7.4 Purchases by Your Purchase Order. Once You have executed an Order Form that incorporates this Agreement, You may issue a purchase order (or other ordering document) to Monitic which lists the Software being licensed by You, in which case such purchase order shall be deemed to incorporate the terms and conditions of this Agreement by reference whether or not containing an express reference hereto; provided, however, that any terms and conditions contained in Your purchase order that are in addition to or different than the terms and conditions in this Agreement shall be null and void.

8. Term and Termination

8.1 Term. The term of this Agreement (including the access and licenses granted herein) shall begin on the Effective Date and shall expire upon the expiration or termination of the subscription set forth in the Order Form (as renewed in accordance with the terms of the Order Form or otherwise by written agreement of the parties). This Agreement may be terminated prior to the expiration or termination of the subscription only in accordance with this Section 8. The termination of this Agreement shall operate to immediately terminate the subscription set forth in the Order Form (if not already expired).

8.2 Termination for Convenience.

Unless an express right of termination for convenience (including any applicable notice period) is set forth on the Order Form, You shall have no right to terminate this Agreement or any subscription for convenience prior to the end of the then-current subscription term.

Monitic may, at its discretion, terminate this Agreement or any subscription for convenience by providing at least sixty (60) days’ prior written notice to You. The termination shall take effect upon the expiration of the term that is in effect on the last day of the notice period, unless Monitic specifies a later effective date in such notice. Any Fees due and payable under the Order Form during the notice period shall remain so due and payable.

8.3 Termination or Suspension for Cause.

Monitic may suspend access to the SaaS Service or terminate this Agreement with thirty (30) days’ written notice to You if You, the Users or Clients breach this Agreement, unless the breach is cured within the 30-day notice period. Notwithstanding the foregoing:

(a) if You fail to pay any amount due under this Agreement on the due date and remain in default for more than ten (10) days after Monitic gives written notice to You to make payment, Monitic may immediately suspend access to the SaaS Service or terminate this Agreement; and

(b) Monitic may immediately suspend access to the SaaS Service or terminate this Agreement if (i) You, the Users or Clients breach this Agreement, and the breach is egregious, uncurable, would reasonably be expected to result in a security incident, or would damage the Software or Monitic’s reputation; or (ii) You become insolvent or if bankruptcy or receivership proceedings are initiated by or against You.

Monitic’s decision to suspend access to the SaaS Service is without prejudice to its right to terminate this Agreement for the same cause(s) underlying the suspension and to any other remedies available to Monitic.

8.4 Effects of Termination.

8.4.1 License and Access Ends. Upon the expiration of the Term or termination of this Agreement for any reason, all rights granted to You under this Agreement shall cease and You and the Users or Clients shall immediately (i) cease using the Software (if not already done); and (ii) destroy all copies of the Software and Documentation in Your and their possession; or (iii) if instructed by Monitic, return all copies of the Software and Documentation in Your and their possession to Monitic. If You and the Users or Clients do not immediately cease using the Software in accordance with this Subsection 8.4, Monitic may immediately terminate Your and the Users’ or Clients’ access to and use of the Software without notice.

8.4.2 Payments. Upon the expiration of the Term or termination of this Agreement, all amounts owing by You to Monitic shall become immediately due and payable, and You shall immediately pay all such amounts to Monitic. If this Agreement is terminated via Monitic’s right to terminate under Subsection 8.3, Monitic shall, in addition to any other rights under this Agreement or otherwise, be entitled to collect from You all of the Fees that remain payable under this Agreement for the entire Term.

8.4.3 Your Data. You acknowledge and agree that it is Your responsibility to retrieve Your Data within ten (10) business days of the expiration or termination of this Agreement for any reason (including nonpayment). During such period, Monitic shall have no obligation to provide any tools or services beyond commercially reasonable, self-service export functionality (if any) made available within the Software. Monitic reserves the right to delete all Your Data and any existing copies thereof in its possession within ninety (90) days following the expiration or termination of this Agreement, unless any applicable law requires the further storage of Your Data. Once it is deleted, Your Data cannot be recovered, and Monitic will have no liability in relation to the deletion of Your Data pursuant to this Subsection 8.4.3.

8.5 Survival. Any provision of this Agreement that by its nature is intended to survive the expiration or termination of this Agreement shall so survive. These include, but are not limited to, the provisions of Section 6 (Third-Party Products), Section 7 (Fees and Payment), Section 10 (Limitation of Liability), Section 11 (Indemnification), and Section 13 (General).

9. Warranties

9.1 Limited Warranty. Monitic warrants that it can enter into this Agreement and that it has the right to grant the Software licenses as set forth herein. Monitic also warrants that the Software will operate substantially in accordance with the specifications set forth in the Documentation, under ordinary operating circumstances, for a period of 30 days following the Effective Date. If You notify Monitic in writing of a breach of this warranty during the period set forth above, then (i) Monitic will correct, repair, or replace the Software within a reasonable time; or (ii) if Monitic determines that such correction, repair, or replacement is not feasible, You may terminate this Agreement on written notice to Monitic, and You will be entitled to a refund any pre-paid Fees for such non-compliant Software. The foregoing options constitute Monitic’s entire liability and Your sole remedy in the event of a breach of the foregoing warranties. The foregoing warranties do not apply to Third-Party Products or to SDKs/APIs. Further, the warranties set forth in this Subsection 9.1 do not apply if (i) the Software has not been used in accordance with the terms and conditions of this Agreement, the Documentation, or applicable laws; (ii) the Software has been used for a purpose or application for which it was not intended; (iii) the breach is a result of any act or omission by You or any third party (including, but not limited to, alteration, abuse, or damage) or by the use of any materials supplied by You or any third party; (iv) the breach has been caused by Your failure to apply updates or upgrades, or to comply with any recommendation or instruction of Monitic; or (v) the breach results from any cause outside of Monitic’s reasonable control.

9.2 Warranty Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE, DOCUMENTATION, SAAS SERVICE, AND MONITIC MARKS ARE PROVIDED AND LICENSED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND MONITIC HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. YOU EXPRESSLY ACKNOWLEDGE THAT THE SOFTWARE, DOCUMENTATION, AND SAAS SERVICE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. NO EMPLOYEE, CONTRACTOR, AGENT, AFFILIATE, REPRESENTATIVE, RESELLER, DEALER, OR DISTRIBUTOR OF MONITIC IS AUTHORIZED TO MODIFY THESE WARRANTY TERMS OR TO MAKE ANY ADDITIONAL WARRANTIES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10. Limitation of Liability

10.1 No Special Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MONITIC (INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND SUCCESSORS) BE LIABLE TO YOU, THE USERS OR CLIENTS FOR ANY SPECIAL, INDIRECT, NON-COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, STATUTORY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE RELATED TO LOSS OR PRIVACY OF DATA OR PROGRAMS, BUSINESS INTERRUPTIONS, OR LOST PROFITS OR REVENUE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE, EVEN IF MONITIC IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OF THE FOREGOING DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10.2 Damages Cap. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MONITIC (INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND SUCCESSORS) BE LIABLE TO YOU, THE USERS OR CLIENTS IN RELATION TO THE SOFTWARE, DOCUMENTATION, SAAS SERVICE, OR THIS AGREEMENT IN AN AGGREGATE AMOUNT GREATER THAN THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO MONITIC UNDER THE ORDER FORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

11. Indemnification

11.1 Indemnification by You. You shall indemnify, defend (through use of counsel acceptable to Monitic), and hold harmless Monitic (including its directors, officers, employees, contractors, agents, Affiliates, and successors) from and against any and all claims, demands, losses, liabilities, and costs (including, but not limited to, reasonable attorney’s fees and costs) arising from Your or the Users’ or Clients’ (i) breach of this Agreement or violation of applicable law; (ii) installation, use, or misuse of, or failure to prevent unauthorized access to, the Software or the data stored therein; (iii) infringement of third-party intellectual property rights (except to the extent directly resulting from the use of the Software by You, the Users or Clients) or violation of third-party privacy rights; and (iv) willful misconduct or fraud.

11.2 Indemnification by Monitic. Monitic shall indemnify, defend, and hold You harmless from and against any and all third-party claims, demands, losses, liabilities, and costs (including, but not limited to, reasonable attorney’s fees and costs) arising from Monitic’s infringement of third-party intellectual property rights directly resulting from the authorized use of the Software by You, the Users or Clients in accordance with this Agreement and the Documentation. This Subsection 11.2 states Monitic’s entire liability (and shall be Your sole and exclusive remedy) with respect to infringement claims.

In the event of any such claim, Monitic may, at its sole option and expense: (a) procure for You the right to continue using the affected Software; (b) replace or modify the affected Software so that it is non-infringing while providing substantially equivalent functionality; or (c) if options (a) and (b) are not commercially reasonable in Monitic’s judgment, terminate the license to the affected Software and refund to You any prepaid Fees for the unused portion of the Term applicable to such Software.

Monitic’s obligations under this Subsection 11.2 shall be subject to the limitations of liability set forth in Section 10, including the cap in Subsection 10.2.

The foregoing obligations do not apply (i) with respect to Software or components thereof which have been (a) supplied other than by Monitic (including Third-Party Products), (b) modified in whole or in part in accordance to Your specifications, (c) modified by You, the Users or Clients after delivery by Monitic, or (d) combined with other products, processes, or materials where the alleged infringement relates to such combination; (ii) where You continue the allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (iii) where the use of the Software by You, the Users or Clients is not strictly in accordance with this Agreement or the Documentation.

11.3 Indemnification Procedure. The obligations in Sections 11.1 and 11.2 are subject to the indemnifying party being promptly notified of any and all threats, claims, and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over the defense and all negotiations for a settlement or compromise.

12. Government Use

The Software and Documentation are provided as commercial computer software and commercial documentation. Any use, reproduction, modification, release, performance, display, or disclosure of the Software or Documentation by any governmental entity shall be governed solely by the terms of this Agreement. No additional rights are granted to any governmental body beyond those expressly provided herein.

13. General

13.1 Feedback. Any suggestions, feedback, or proposed modifications to the Software (in any form) provided by You to Monitic may be freely used by Monitic without limitation, and any modifications to the Software resulting from such suggestions, feedback, or proposed modifications shall be exclusively owned by Monitic.

13.2 Monitoring. The Software is equipped with a feedback mechanism, technological copy protection, or other security features designed to prevent unauthorized use of the Software and to provide Monitic with data relating to Your and the Users’ or Clients’ use of the Software. Monitic may use this data only for internal business purposes, and Monitic shall not share or disclose this data with any third parties, unless required by law or legal process. You and the Users or Clients shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.

13.3 Set Off. Monitic may set off, recoup, withhold, or otherwise offset any payment due to You, whether under this Agreement or otherwise, against any claim, fee, charge, or other amount that Monitic has against You, whether under this Agreement or otherwise, without the requirement of prior notice to You, except to the extent prohibited by applicable law.

13.4 Agreement Updates. Monitic may update this Agreement from time to time. Monitic will post the updated version on its website or otherwise provide You notice thereof. If You do not agree to the updated terms, You shall notify Monitic in writing within 30 days following the update, and You shall have the opportunity to terminate the Agreement and receive a refund of any pre-paid Fees for the unused portion of the subscription set forth the Order Form at the time of the termination. Your failure to provide such notice, and/or Your continued use of the Software for more than 30 days following the update, shall constitute Your acceptance of any updated terms.

13.5 Conflicts. To the extent that any term of this Agreement conflicts with that of an Order Form, the Order Form shall control and govern the rights and obligations of the parties.

13.6 Governing Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Türkiye, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (1980) and its related instruments shall not apply to this Agreement. Any dispute, action, claim, or cause of action arising out of or in connection with this Agreement or the Software shall be subject to the exclusive jurisdiction of the Konya Courts and Enforcement Offices, and the parties irrevocably submit to the exclusive jurisdiction of such courts.

13.7 Force Majeure. The failure of Monitic to comply with any provision of this Agreement due to a Force Majeure Event shall not be considered a breach of this Agreement.

13.8 Remedies. Each party acknowledges that a breach of this Agreement by the other party (and, where applicable, Users or Clients) may cause irreparable harm to the non-breaching party for which monetary damages are an insufficient remedy, and that the non-breaching party shall have the right to seek and recover equitable relief, including, but not limited to, an injunction or decree for specific performance, without the requirement of posting bond or proving damages. The non-breaching party’s exercise of this right shall not waive its right to assert any other legal right or obtain any other remedy permitted under this Agreement or by applicable law. Each party’s remedies set forth in this Agreement are cumulative and are in addition to, and not in lieu of, all other remedies each party may have at law or in equity, whether under this Agreement or otherwise.

13.9 Attorney’s Fees. In the event of litigation between the parties concerning this Agreement or the Software, the prevailing party in the litigation shall be entitled to recover its reasonable attorney’s fees and costs from the other party.

13.10 Notice. Except as otherwise provided in this Agreement or the Order Form, any notice or report required to be given under this Agreement shall be given as follows:

If to You, by email to the “Buyer Email” or “Licensee Email” address listed on the Order Form.

If to Monitic, by email to [email protected].

13.11 Severability. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.

13.12 Waiver. The delay or failure of either party to exercise any right provided in this Agreement shall not be deemed a waiver of that right. No waiver of any breach of this Agreement shall be a waiver of any other breach, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

13.13 Promotions. By executing this Agreement, You give Monitic permission to contact, and use information about, You for the purposes of promoting goods and services to You. In addition, unless You give written notice of Your revocation of the following permission to Monitic, by executing this Agreement, You give permission for Monitic to publish Your name and logo in lists of customers, for publicity and promotional purposes, and to reference You as a customer in general marketing materials, provided that Monitic will seek Your prior written consent for any detailed public case study specifically identifying You.

13.14 Entire Agreement. This Agreement, together with the Order Form(s), embraces the full, complete understanding of the parties as to the subject matter hereof. All prior or contemporaneous representations, understandings, and agreements between the parties regarding the subject matter hereof, whether written or oral, expressed or implied, are superseded by this Agreement and shall be of no effect. For the avoidance of doubt, any terms and conditions on any purchase orders issued to Monitic by You shall be null and void.

13.15 Assignment. You may not assign any of Your rights or delegate any of Your obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of Monitic. Any purported assignment or delegation in violation of this Subsection 13.15 shall be null and void. An assignment resulting from an amalgamation, merger, change in control, re-organization, or other similar transaction by You (including, but not limited to, an asset sale, stock sale, reverse merger, or reverse triangular merger) shall require Monitic’s consent pursuant to this Subsection 13.15. Furthermore, for the purposes of this Agreement, (i) the acquisition of an equity interest in You of greater than fifty percent (50%) by any third party, or (ii) the acquisition by You of an equity interest of greater than fifty percent (50%) of any third party, shall be considered an “assignment.”

Monitic may, without Your consent, assign this Agreement (in whole or in part) to any Affiliate or to any third party that succeeds to Monitic’s interests in the Software and assumes the obligations of Monitic hereunder, and Monitic may assign its right to payment hereunder or grant a security interest in this Agreement or such payment right to any third party.

13.16 No Third-Party Beneficiary. Except as otherwise expressly provided herein, no third party is or shall be a beneficiary of this Agreement, and no third party (including, but not limited to, a Client or Affiliate) shall have the right to enforce this Agreement.

13.17 Electronic Transaction; Electronic Communications. The parties agree that this Agreement may be formed, executed, and/or delivered by electronic means, including the use of electronic signatures and/or electronic agents. Monitic shall be entitled to communicate with You via email or other electronic communications. You consent to these communications and others regarding the Software, new product releases, upgrades, and other information that Monitic believes may be relevant to use of the Software.

14. Special Terms for Certain Products or Services

14.1 Documentation Data Importation. The following terms apply only to the extent that You import documentation data from a third-party provider to Monitic. In order to complete such importation, You must use the CSV form accessible on the Monitic platform for such purposes. You are solely responsible for the complete and accurate entry and saving of all documentation data in(to) the CSV form, including any errors or omissions. You represent and warrant as follows: (i) the documentation data is rightfully owned, in whole, by You, and You have unconditional authority to import the documentation data to Monitic; and/or the documentation data is rightfully owned, at least in part, by the individuals or entities who (or whose devices) are the subjects of the documentation data, and You have received all necessary consents from such individuals or entities to import the documentation data to Monitic; (ii) to the extent that You use a copy-and-paste function to enter the documentation data into the CSV form, or You enter the documentation data into the CSV form such that the manner in which the documentation data was compiled, organized, or presented by the third-party provider is maintained, You have the right to import the documentation data to Monitic in such manner; and (iii) importing the documentation data to Monitic will not cause You to be in breach of any contract or other agreement with any third party or of any third party’s intellectual property or privacy rights. Notwithstanding anything to the contrary in this Agreement, and without limiting Monitic’s other rights or Your other obligations under this Agreement, You shall indemnify, defend (through use of counsel acceptable to Monitic), and hold harmless Monitic (including its directors, officers, employees, contractors, agents, Affiliates, and successors) from and against any and all claims, demands, losses, liabilities, and costs (including, but not limited to, reasonable attorney’s fees and costs) arising from Your importation of documentation data to Monitic.

14.2 Professional Services. If the Order Form includes professional services to be performed by Monitic, the Monitic Professional Services Addendum (the “Addendum”) applies to such services and is hereby incorporated by reference. Solely with respect to the professional services, to the extent that any term of this Agreement conflicts with that of the Addendum, the Addendum shall control and govern the rights and obligations of the parties. Otherwise, to the extent that any term of this Agreement conflicts with that of the Addendum, this Agreement shall control and govern the rights and obligations of the parties.