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THIS END USER LICENSE AGREEMEENT (THIS “AGREEMENT”) HAS BEEN SIGNED BETWEEN LOGIC MEKATRONİK MÜHENDİSLİK SAN. VE TİC. A.Ş. SUBJECT TO TURKISH LAW PRINCIPLES AND YOU AS THE END USER. IT IS VERY IMPORTANT FOR YOU TO CAREFULLY READ AND UNDERSTAND THIS AGREEMENT. YOU SHALL BE CONSIDERED AS ACCEPTING TERMS AND CONDITIONS OF THIS AGREEMENT AND PROVISIONS OF THIS AGREEMENT SHALL BE BINDING BY CLICKING ON THE “I ACCEPT” BUTTON AT THE END OF THIS PAGE AND/OR BY INSTALLING, COPYING, DOWNLOADING OR USING THE SOFTWARE. IF YOU DO NOT ACCEPT ALL TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU DO NOT WANT TO BE BIND UNDER THESE LIABILITIES, PLEASE CLICK ON THE “I DO NOT ACCEPT” BUTTON. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU SHALL NOT BE ENTITLED FOR ACCESSING THIS SOFTWARE AND/OR SERVICE, DOWNLOADING OR USING THEM. LOGIC RESERVES THE RIGHT TO MAKE CHANGES IN TERMS AND CONDITIONS OF THIS AGREEMENT ANYTIME DEPENDING ON ITS OWN DISCRETION. ANY CHANGES REGARDING THIS AGREEMENT SHALL BE VALID AFTER BEING PUBLISHED IN www.logicps.net ADDRESS.

 

PLEAE CONSIDER THAT APPROVAL AND ACCEPTANCE TRANSACTIONS YOU DO IN THE ELECTRONIC MEDIA ARE SAVED AND CAN BE DETERMINED EASILY. THIS AGREEMENT, THAT IS APPROVED BY YOU, SHALL BE SENT TO YOUR ELECTRONIC MAIL ADDRESS YOU STATED DURING THE REGISTRATION PROCESS.

END USER LICENSE AGREEMENT

Article 1. PARTIES AND DEFINITIONS

1.1. Parties: An agreement has been signed between Logic Mekatronik Mühendislik Sanayi ve Ticaret Anonim Şirketi domiciled at Ankara Teknopark TGB yerleşkesi İvedik O.S.B. Mah, 2224. Cd. No:1/115 D:B Blok, 06378 Yenimahalle/Ankara Turkey address (shall referred as “LOGIC” hereinafter) at one side, and the real or legal entity customer benefiting from the software service, purchasing the software use license (shall referred as “END USER” hereinafter) at the other side under below given conditions.

This Agreement has been issued in accordance with the 2nd article of Engagement Letter on BETA Test Version of the End User License Agreement.

1.2. Definitions:VE

As written in this Agreement;

1.2.1. LICENSOR: Means Logic Mekatronik Sanayi ve Ticaret Anonim Şirketi;

1.2.2. END USER: The real or legal entity benefiting from the software service, purchasing the software use license,

1.2.3. Software: Means the Logic Hydraulic Cylinder Basic Buckling Calculator software (shall referred as “HCBBC” hereinafter), and the tools, documents and updates with license provided under this Agreement,

1.2.4. Update: Means all kinds of changes, error correction, failure elimination, releases or other updates regarding the software provided by LOGIC during the Agreement’s term,

1.2.5. Document: Means online, electronic and/or printed user’s guidelines and/or other documents explaining the installation and use of the Software provided by LOGIC to the access of the END USER,

1.2.6. Related Directive: All laws, statutory decrees, statues, regulations, communiques and other decisions and previous and subsequent amendments of all of them after enforcement of the Agreement those may be directly or indirectly applicable to the performance of the Agreement, including but not limited to the Law on Intellectual and Artistic Works, the Trademark Protection Law and related legislation;

1.2.7. Term of “In accordance with the Agreement”: Means complete and without any missing points, in accordance with the contract and its annexes, the purpose and technique of the software use, the relevant national and international standards and norms, the rules of science and art, the relevant Legislation, the instructions of private persons authorized by the state, authorized public institutions and organizations. In this regard, at every place where the term of “in accordance with the Agreement” is used within scope of the Agreement, this term shall be understood as “In a complete and complete manner in accordance with the purpose, technique, relevant national and international standards and norms, scientific and artistic rules, relevant Legislation, the instructions of private persons authorized by the state, authorized public institutions and organizations, with the contract and its annexes and the use of software”, and be interpreted accordingly in performance and implementation of the Agreement. Topics are for classification and not taken as basis in the interpretation of the Agreement. The abbreviations specified in the other relevant articles of the contract and its annexes shall also have the meaning attributed to them in the relevant articles. The fact that the relevant phrase is written in a long version without using an abbreviation specified here or in other articles anywhere in the contract and its annexes will not mean that abbreviations have been abandoned.

Article 2. SUBJECT OF THE AGREEMENT

The subject of this Agreement regulates the terms and conditions for the use of the software named "Logic Hydraulic Cylinder Basic Buckling Calculator (HCBBC)" developed by LOGIC, by the END USER in a non-exclusive, non-transferable, sub-licensable manner "in accordance with the Agreement".

Article 3. SCOPE OF THE AGREEMENT

3.1. END USER hereby unconditionally accepts and guarantees the provisions of this Agreement if the software named “Logic Hydraulic Cylinder Basic Buckling Calculator (HCBBC)” is downloaded to his/her computer, installed on his/her computer, copied to his/her computer, installed on his/her own computer by connecting to another computer and/or used and/or accessed in any form and shape.

3.2. END USER has purchased the time-limited access license of the Logic Hydraulic Cylinder Basic Buckling Calculator (shall referred as “Software” hereinafter) that creates the design and manufacturing drawings of the Hydraulic Cylinder product as the result of certain inputs as a machinery element whose characteristics are defined in this Agreement and the engagement letter as an attachment to the Agreement, through monthly and/or yearly leasing. The subject of the purchased usage license; is a temporary access license that enables the END USER to obtain technical (manufacturing) drawings of the product to be manufactured as a result of certain inputs in line with the terms and obligations regulated under this Agreement, " Logic Hydraulic Cylinder Basic Buckling Calculator (HCBBC)", which provides access over the internet within the scope of this agreement. The sale of the usage license of the Software subject to this Agreement by monthly/yearly rental will only be made in the Autodesk market (https://apps.autodesk.com/) until LOGIC decides otherwise. LOGIC is fully and solely authorized to decide on which market the license usage of the Software will be sold as monthly/yearly rental, without being subject to any conditions and obligations. The END USER unconditionally accepts that LOGIC is not subject to any terms and conditions and is fully and exclusively authorized for the sale/rental of license use of the Software.

3.3. In the event that the END USER is a legal person, the acceptance of this Agreement as authorized on behalf of a legal person is deemed to be accepted as the END USER's undertaking that he/she is authorized in this regard. In the event that this Agreement is accepted without authorization and only the legal entity on whose behalf the transaction has begun to actually use and/or access the Software in any way; the END USER unconditionally accepts and undertakes that the Agreement has been established in terms of the legal person on whose behalf the transaction is made and that it has jointly and severally its consequences and consequences for the person and legal person who have acted without authorization, together with all the provisions of the Agreement, and that no claims of authorization can be made. In case the END USER is a natural person, the END USER unconditionally accepts and undertakes that he/she meets all the legal conditions valid in Turkish Law in terms of the ability to make a Contract.

 

3.4. The Software also includes all subsequent fixes and supplements made by LOGIC, of the first version of the Software to which access and/or use is provided by the END USER.

3.5. The license of the software provided with the software and subject to a separate license agreement will be given to the END USER only if the END USER accepts and undertakes the terms and conditions of that license agreement unconditionally. The END USER unconditionally accepts and undertakes that he/she will not have any right and authority regarding the use of the software that is/may be the subject of a separate license agreement.

Article 4. GRANTING A LICENSE

4.1. Subject to the terms and conditions of this Agreement, LOGIC hereby grants access to and/or the Software to the END USER for the period specified in the Agreement, in accordance with the Agreement and only for the personal and non-commercial use of the END USER. grants a non-exclusive, non-transferable, non-sublicensable, limited right and license for use. The END USER unconditionally accepts and undertakes that it has purchased a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to access and/or use the Software, subject to the Agreement and in accordance with the Terms.

4.2. LOGIC may issue additional terms specific to the Software subject to this Agreement. The END USER accepts these additional terms unconditionally/unconditionally. The END USER unconditionally accepts and undertakes that the terms and conditions for the original Software provided by LOGIC are also valid for the updates and supplements, unless LOGIC specifies other conditions with the updates or supplements.

4.3. LOGIC may provide access and/or use of additional software codes to the END USER for support services. The END USER unconditionally accepts and undertakes that all of these additional software codes provided are a part of the Software and will be bound by the terms and conditions of this agreement.

Article 5. RESERVATION OF RIGHTS AND OWNERSHIP

5.1. LOGIC expressly reserves all rights, ownership and interest in the Software and the Software that are not expressly stated within the scope of this Agreement and/or not clearly recognized by the END USER (including but not limited to all intellectual property rights).

5.2. LOGIC owns and retains all rights, titles and interests in the Software and all parts of the Software, including but not limited to all Intellectual Property Rights over copies of the Software (or portions thereof), Processing Works and Updates thereof. The END USER accepts this article unconditionally.

5.3. The software subject to this Agreement is protected by all laws, statutory decrees, statutes, regulations, communiqués and other decisions that may be directly or indirectly applicable to the performance of the Agreement, including but not limited to the Law on Intellectual and Artistic Works, the Trademark Protection Law and related legislation, and all of these, after the entry into force of the Agreement.

5.4. Copyright, intellectual property, brand and all other intellectual property rights in the Software and the Software subject to this Agreement and all legal rights including but not limited to this belong to LOGIC. The END USER unconditionally accepts and undertakes that the Software is not sold and that the license to use is given only in accordance with the terms and conditions of this Agreement.

5.5. END USER unconditionally accepts and guarantees that he/she does not grant any right of possession or ownership over the software; will not take any action to jeopardize, hinder, limit or in any way interfere with the Software or the ownership of and rights thereto in Processing Artifacts or Updates; shall only have the rights expressly granted in this Agreement with respect to the Software or Processing Artifacts or Updates and all liabilities and restrictions regulated under this topic.

5.6. The END USER unconditionally accepts and undertakes to carry out all transactions requested by LOGIC in order to prove, maintain, implement or defend all these rights of LOGIC.

Article 6. END USER’S RIGHTS and LIABILITIES

6.1. The END USER unconditionally accepts and undertakes that access to and use of the Software will remain within legal and ethical limits and will be in compliance with this Agreement. The END USER hereby unconditionally accepts and guarantees that he/she shall not use the Software to engage in any of the above-mentioned activities, including but not limited to any business, transaction or action that may lead to criminal and civil liability of LOGIC and/or third parties and/or violate the confidentiality obligation and/or violate intellectual property rights.

6.2. The END USER hereby unconditionally accepts and guarantees that he/she is obliged to meet the minimum system requirements required for the software and is personally/unconditionally responsible for not having the minimum system requirements or for any technical and not limited to all kinds of problems that may arise from the malfunctions/problems experienced in the minimum required systems and cannot make any demands from LOGIC under any name. He/she unconditionally accepts and undertakes to use the infrastructure services required for the operation of the SOFTWARE (For example, the Internet, all hardware products belong to the END USER who will use the software). The END USER unconditionally accepts and guarantees that he/she is unconditionally responsible for the damages and losses that may occur in the Software subject to this Agreement due to the violation of the above written provision, that he/she cannot claim any rights and claims from LOGIC under any name or name, from the Software in accordance with this Agreement. that the right to benefit will be terminated and that he/she will be liable to LOGIC for the damages and losses incurred, and that he will indemnify the damage in the first request.

6.3. The END USER hereby unconditionally accepts and guarantees that he/she will install the software only on a single computer, use it only on this computer, will not transfer it to another computer or environment permanently or temporarily by any means, will use the Beta test version for the registration number and duration determined by LOGIC, after the BETA test version LOGIC It has purchased the usage license by monthly/yearly rental for a fee, as determined by , and will not use it for any reason, for commercial or professional purposes or other profit-making reasons. The END USER hereby unconditionally accepts and guarantees that he/she will install the software only on a single computer, use it only on this computer, will not transfer it to another computer or environment permanently or temporarily by any means, will use the Beta test version for the registration number and duration determined by LOGIC, after the BETA test version LOGIC,  has purchased the usage license by monthly/yearly rental for a fee, as determined by , and will not use it for any reason, for commercial or professional purposes or other profit-making reasons.

6.4. The END USER hereby unconditionally accepts and guarantees;

6.4.1. Not to reproduce, modify or edit part or all of the Software, or allow/cause the Software or any part of it to be combined with or incorporated into another application or software;

6.4.2. He/she will not provide unauthorized access to any feature of the Software and/or its related systems and/or networks and/or attempt to provide and/or cause damage to them,

6.4.3. Not to create source code, decompile, reverse engineer and/or produce derivative works in all and/or parts of the Software, and/or not engage in such attempts,

6.4.4. Except as expressly permitted by this Agreement, he/she shall not reproduce or use the Software and documentation, modify or adapt the Software and its documentation, and/or create inspired works based on the Software and/or documentation,

6.4.5. he/she will not distribute, lend, sublicense, rent, lease, sell, resell, transfer, publicly disclose, publicly transmit, publicly display, transmit, publish, or distribute the Software; and/or otherwise benefit from the Software in violation of the Agreement,

6.4.6. not to share the whole and/or any part of the Software (including the object and source code) with any real/legal person in any form whatsoever and/or make it available to a real/legal person in any other way without the written consent of LOGIC, impersonate a person and/or otherwise misrepresent and/or misrepresent his affiliation with a person or entity.

6.5. The END USER may manufacture incorrectly due to errors such as measurement during the use of the Software. The END USER is solely responsible for all kinds of technical and personal errors, including but not limited to this. The END USER unconditionally accepts and undertakes that he/she is solely responsible for any damages and losses that may occur or may arise due to his/her essential and/or non-essential errors and faults, and that he/she cannot make any claims against LOGIC under any name or name and accepts his/her irresponsibility. The END USER unconditionally accepts and undertakes that he will check the technical drawings produced by the Software and confirm that there are no errors, that he is solely responsible for any problems and disruptions that may arise due to lack of control and confirmation, and that he cannot put any responsibility on LOGIC.

6.6.The END USER is obliged to inquire about the measurement and stock status of the intermediate products (steel materials, sealing elements) used in the Software from the companies that sell the intermediate products, and all the authority to coordinate the stock and measurement status of the intermediate products belongs only to the END USER and accepts and undertakes unconditionally that it cannot impose any liability against LOGIC under any name or name, regardless of the reason arising from the intermediate products, and that it cannot make any rights or demands from LOGIC.

6.7. If the END USER thinks that the Software and/or any part of the Software infringes any copyright, trademark, patent, trade secret or other intellectual property right, he/she is obliged to immediately notify LOGIC in writing of this situation.

6.8. The END USER hereby unconditionally accepts and guarantees

SON KULLANICI, will not interfere in a way that will prevent them from benefiting from the services and/or the Software Transactions that may damage, prevent access, overload or damage the sites, goods or services, software, data or data of the content, media or platform suppliers to which the Software and/or the content, media or platform to which the Software links, shall not be carried out by third parties belonging to LOGIC.

6.9. The END USER hereby accepts and guarantees that any information belonging to the system, content, environment and/or platform obtained through acts contrary to the law, operation and/or nature of the business is confidential information, that he/she cannot use this confidential information under any circumstances, directly and/or indirectly to third parties.

6.10. The END USER hereby unconditionally accepts and guarantees that he/she will not make any interference with the rights and copyrights, trademarks or other registration rights of third parties on the content, including the suppliers of the Software and/or any content, media and/or platform related to the Software for which he/she has obtained a term access license.

6.11. The END USER hereby unconditionally accepts and guarantees that LOGIC may terminate the AGREEMENT and have compensated its all losses in case of allowing, participating in or encouraging any third party to use the Software and/or any documentation related to the Software for an unlawful, unlawful, fraudulent or improper purpose, to participate in or encourage an act in this direction, herein as revised from time to time and in case of assisting or encouraging any third party to act in violation of the AGREEMENT. The END USER also unconditionally accepts and guarantees that furthermore, if he/she does not comply with his/her commitments and obligations under this article, he/she will be solely responsible for the third real and/or legal person requests; and software and/or content, including but not limited to the licensors, to cover all other expenses, including but not limited to the amount of compensation demanded from LOGIC, litigation expenses and attorney's fee due to the damages incurred by third parties.

6.12. The END USER hereby unconditionally accepts and guarantees that; in case he/she acts contrary to the obligations set forth in this Agreement, in accordance with this AGREEMENT, all responsibility belongs to the END USER and he will be solely and fully responsible for any damages and losses that may arise and for any lawsuit, loss or damage claims filed by third parties; LOGIC will not be a party or interlocutor in any way in such cases, complaints and similar issues, in case LOGIC pays any compensation and/or is liable to third parties by being deemed a party in any lawsuit filed by third parties due to the breach of obligations by the END USER, may recourse to the END USER all kinds of losses and damages, especially the compensation it has paid, and to unconditionally pay the indemnity, damages and expenses paid in advance upon the request of LOGIC.

6.13. The END USER hereby unconditionally accepts and guarantees that to promptly compensate for any loss or damage for any action that LOGIC and/or third parties incur due to any actions contrary to the rights and obligations set forth in the AGREEMENT and/or failure to fulfil its obligations and commitments, starting from the date of using the Software in any way and/or approving this AGREEMENT.

6.14. The End User unconditionally accepts that LOGIC may disclose certain confidential, proprietary trade secret information (hereinafter referred to as "Confidential Information") to the End User by using and/or accessing the Software. Confidential Information may include, without limitation, the Software, computer programs, flowcharts, diagrams, manuals, schematics, development tools, specifications, design documents, marketing information, financial information, or business plans. The End User unconditionally accepts and undertakes that he/she is obliged to take all measures to protect Confidential Information against unauthorized use or disclosure. Pursuant to this agreement, the End User unconditionally accepts and undertakes that he/she will not disclose any Confidential Information or any part of it to any third party without the prior express written consent of LOGIC, except in the following cases:

 

(1) Information rightly known to the End User at the time of disclosure without obligation of confidentiality

(2) Confidential Information being or becoming accessible to the public without any fault, provided that the End User takes all the maximum precautions,

(3) Legitimate information disclosed by the End User or generally known to the public without violating any provision of this Agreement.

When this Agreement expires, the End User accepts and undertakes to return the Software and all other Confidential Information to LOGIC.

Article 7. LOGIC RIGHT AND LIABILITIES

7.1. LOGIC may provide technical support to the END USER, upon the written request of the END USER and with the support decision of LOGIC. The intellectual property rights of the technical materials and information acquired and developed during the support service belong to LOGIC, and the END USER cannot claim any rights in this regard.

7.2. LOGIC may provide the updates developed for the Software to the END USER. The END USER does not have the right and authority to use the license with the old version. LOGIC will provide technical support and updates free of charge until a decision is made otherwise. LOGIC has the right and authority to provide technical support and updates to the END USER at any time and as it wishes, for a fee, and this is not subject to the END USER's express and/or tacit approval/consent.

7.3. The license status of the SOFTWARE has the right and authority to control the END USER's information, IP address information, browser information, MAC address and license information by the license servers determined by LOGIC, as soon as an internet connection is provided on the END USER's computer.

7.4. In the event that the END USER violates the provisions of this Agreement, LOGIC has the right to use all kinds of legal applications and demands without the need for any warning and/or written warning. Failure of LOGIC to exercise its right to demand will not prevent it from exercising its rights arising from this Agreement and the laws, and will not mean that it waives its rights regarding action.

7.5. LOGIC has the right and authority to publish the END USER's information and logo in the reference list. If the END USER does not want their information to be used, they are obliged to notify LOGIC in writing.

7.6. Within the scope of the Software, LOGIC may 'link' to other websites and/or portals, files, products or content owned and operated by third party vendors, providers and other third parties. These 'links' are provided by LOGIC for ease of reference only. Linking does not constitute any kind of guarantee and guarantee for the website or the information contained in the website or the institution or person who undertakes the performance of the website. LOGIC has no responsibility for the portals, websites, files and content accessed through the 'links' on the site, the services or products offered from the portals or websites accessed through these 'links' or their content.
END USER hereby accepts, declares and undertakes that, LOGIC and/or group companies and business partners, all kinds of advertising, promotion, marketing and information electronic messages of all kinds of campaigns that they have made and/or will make in the future, E-mail, SMS, IVR, telephone and all kinds of tools to receive the advertisements and information to be made through the communication tools. The END USER may refuse to receive these messages in writing at any time. Commercial electronic messages sent by LOGIC will be stopped within 3 working days from the receipt of the request for rejection to LOGIC through one of the communication channels written in this contract.
7.7. LOGIC has the right and authority to classify END USER information on a database in any form it wishes and to preserve it indefinitely for END USER security, performance of its own obligations and some statistical evaluations.

7.8. Within the scope of this Agreement, LOGIC does not process personal data such as name-surname, e-mail address, mobile / landline phone number of the END USER, its officials and / or personnel or consultant and other third parties, in connection with the performance of the Agreement and will have jurisdiction in accordance with the performance of the Agreement. The END USER, its officials and/or staff or consultant and other third parties accepts that they have express consent to the processing of their personal data. The END USER is obliged to fulfil all kinds of obligations arising from the Law on Protection of Personal Data No. 6698 and the relevant legislation (including their amendments before and after the entry into force of this contract) on behalf of LOGIC. In the event that LOGIC suffers any administrative sanction or other damage due to the processing of the personal data of the officials and/or personnel or consultants and other third parties that the END USER will notify to LOGIC regarding the performance of the Contract and in accordance with the performance of the contract; The END USER immediately compensates for any loss or damage that LOGIC may suffer for this reason.

Article 8. LIMITED TIME LICENSE

8.1. The functions of the Software, which is stated to be given a limited-term license, are stopped at the end of the period. The END USER must renew its license in order to access and/or continue to use the Software, and the END USER agrees to renew the license unconditionally for the continuation of the software.

8.2. SON The fees to be paid by the END USER to renew the limited-term license will be announced on the promotion page of the Software.

Article 9. DISCLAIMER AND LIMITATION OF LIABILITY (WARRANTY)

9.1. The Software subject to this Agreement is provided to the END USER on an "as is" and "as available" basis, "with all faults" and without any warranty of any kind, express and/or implied. To the fullest extent permitted under applicable law, LOGIC and its affiliates, licensors, suppliers, advertisers, partners, sponsors and agents, including those related to property, makes no warranties of any kind, express and/or implied regarding violations and defective performance that may arise during commercial relations and commercial uses. LOGIC and its affiliates, licensors, suppliers, advertisers, partners, sponsors and agents, will ensure that the END USER's use of the Software is uninterrupted, error-free or secure, or that any errors will be corrected, or that the Service and/or Software in which the Service and/or Software are kept or run, and/or does not guarantee that the server, system and network are free of viruses or other harmful components. The END USER accepts and undertakes that the END USER is responsible for all computer hardware and other tools and their fees that will be required for accessing and using the Software and all other obligations related to the Software, and the responsibility is unconditionally / unconditionally accepted by the END USER.  

9.2. The END USER accepts and undertakes all responsibility and risks regarding the use of the Software and its security in this regard, unconditionally. No opinion, advice or statement of LOGIC and its affiliates, licensors, suppliers, advertisers, partners, sponsors and agents or third party users, regardless of whether it is made on or in the Software, creates any warranty. The END USER accepts and undertakes that the entire risk of using the Software is entirely his/her own. 

9.3. LOGIC is not responsible for the END USER's operating system and hardware failures, network connection errors, information loss caused by viruses and user errors, and all responsibility belongs to the END USER. In such a case, LOGIC will renew the corrupted licensed Software if the service fee and expense for this service is paid to LOGIC.

9.4. The END USER unconditionally accepts and undertakes to use the Software with equipment and qualified personnel suitable for the Software and in accordance with the user manual. LOGIC recommends the END USER to receive training during the use of the Software, in return for a service fee, until its adequacy is approved by LOGIC. LOGIC is not responsible for any damages or hazards arising from not using the Software by appropriate equipment and qualified personnel, using it contrary to the user manual or not receiving adequate training from LOGIC officials.

9.5. LOGIC is not responsible for the software not directly serving the END USER purpose. LOGIC is in no way responsible for any problems and/or data loss and/or computer system damages that may occur by the END USER during the use of the contents and products in the Software. The END USER unconditionally accepts that it does not have any rights and claims.
9.6. LOGIC does not guarantee the uninterrupted provision of the Software for 7 days and 24 hours to the END USER and does not give any service or performance level commitment in this regard. The effective use of the SOFTWARE and all the results of this use are the responsibility of the END USER, and LOGIC is not responsible in any way for the incomplete or incomplete or inconsistent use of the software, and for any direct or indirect damages that may arise due to these reasons. LOGIC has the authority to remove all kinds of content and products offered with the Software, in case of any claim of infringement of copyright and property rights regarding the product and content subject to the END USER's license right.

9.7. LOGIC is not responsible for any damage or loss, especially material and/or moral and/or direct and/or indirect damages that may occur due to unexpected technological developments.
9.8. The software is not a special production for the special purposes of the END USER, but is offered to the END USER's preference. LOGIC is not responsible for any moral and/or direct and/or indirect damages due to financing and/or financial problems that may arise in cases such as (but not limited to) loss of commercial profit or success, disruption of commercial works, loss of information/data/files/pictures that may occur due to the use or inability to use the Software, or similar situations.

In any case, LOGIC's liability in accordance with any provision of this Agreement, especially any damage that may occur due to the Software, is limited to the END USER's license fee paid for the Software.

9.9. Even if LOGIC has been informed of the possibility of the damage in advance, any special, financial, indirect, direct damage arising from or related to the use of the SOFTWARE or inability to use it, it shall be exempt from liability, even with to the maximum extent permitted under the relevant laws, in accordance with the provisions of the contract or due to intent, negligence or liability. (Including damage to persons, loss of profit, business interruption, loss of business information, non-performance of duty, failure to show good faith or reasonable care, negligence and all indirect damages, losses and punitive damages whatsoever)

9.10. The END USER unconditionally declares, accepts and guarantees that he/she will use the software that it has licensed to use on a hardware with the minimum technical specifications specified in the software documentation; and that he/she will provide the necessary equipment himself; LOGIC has no material and legal responsibility for software-hardware incompatibility; LOGIC's liability limit is limited to the issuance of a license to use the Software that is the subject of the Agreement.

9.11. The END USER accepts and undertakes that he must absolutely back up the DATA directory before updating the Software and that he is aware of this condition. This process prevents unusual errors that may occur during the update, and the sole and full responsibility for data loss arising from not performing the backup process belongs to the END USER and LOGIC does not have any responsibility.

9.12. The software has an advanced backup system, and the END USER unconditionally accepts and undertakes that he/she is solely and fully responsible for data loss arising from the non-use or misuse of this system. The END USER is responsible for regularly backing up the information generated by the use of the software.

9.13 LOGIC is not responsible for any damages that may occur during the use of the Software due to the receipt of technical service support from any third real/legal person other than LOGIC authorized personnel. The END USER accepts and undertakes that it is solely and fully responsible for this matter.

9.14. LOGIC may make changes to the Software and documentation. If the END USER wishes, he/she has the opportunity to benefit from this new version within the framework of the rules in LOGIC's License System. LOGIC does not promise that the data entered with the old version will match with the new version. The END USER accepts and undertakes that he/she is solely and fully responsible for this matter.

9.15. The processing, development, dissemination and reproduction, representation and transmission rights of the software and its documentation and, if any, all copies made by the END USER belong exclusively to LOGIC. The END USER accepts and undertakes unconditionally that he does not have any rights under any name or name. In case the whole or part of the software is developed by processing, the intellectual property rights of the new work created belong to LOGIC. LOGIC also has the right to take all kinds of legal remedies without the need for any warning about the relevant parties. The copyrights of the software and documentation are protected by the Law No. 5846 on Intellectual and Artistic Works, the New Turkish Penal Code and the Related Legislation.

9.16. Parties hereby declare, accept and guarantee that LOGIC grants only a "use license" to the END USER on the Software that is the subject of this Agreement, that any loss or damage that may arise due to the END USER's loss of productivity, business, income and/or profit, localization of the software, use of the software and data. Since LOGIC does not have any responsibility for the (contractual/tort based damages) issues, it will not be liable to compensate them. No verbal and/or written statement, letter, fax text, service form and similar correspondence of any legal/real person official and/or representative shall be accepted as a special commitment without an additional written contract signed by authorized persons between the parties.

9.17. LOGIC shows the utmost care necessary for the Software to function. It does not make any claims or commitments that the Software developed by LOGIC is error-free, flawless, perfect and will fully meet the special requests of the user. In any case, LOGIC's liability in accordance with any provision of this Agreement, especially any damage that may occur due to the Software, is limited to the license fee paid by the END USER for the Software.

Article 10. AGREEMENT AMENDMENTS

10.1. LOGIC may, at its sole discretion and unilaterally, change and/or improve and/or renew this Agreement at any time it deems appropriate. The changed/developing/renewed provisions of this Agreement will become valid on the date they are announced on the access site to the Software, and the provisions of this Agreement will remain valid unless a new Agreement is signed between the Parties.

10.2. If the END USER continues to use the Software after the changes/innovations take effect, he will be deemed to have accepted the relevant changes/innovations unconditionally. If the END USER does not accept the changes / innovations, he must stop using the Software and terminate his relationship with LOGIC in accordance with the provisions of this Agreement.

10.3. Any correction, change or arrangement stated by the END USER in this Agreement will not have any binding status and validity for LOGIC.

Article 11. TERM and TERMINATION OF THE AGREEMENT

11.1. Term

This Agreement will enter into force when the "I Accept" button at the end of the Agreement is pressed by the END USER; and/or downloading the Software to your computer, installing it on your computer, copying it to your computer, installing it on your computer by connecting to another computer and/or in whatever form and form it is used and/or accessed and shall be valid until its expiration in accordance with this Agreement. The license to use the Software is perpetual, unless it is stated that it is given to the END USER for a fixed period, a limited period, or a lease.

11.2. Termination

11.2.1. In the event that the END USER does not fully or duly fulfill the obligations set forth in this Agreement and/or Terms of Use or deliberately violates it; LOGIC may terminate the Agreement immediately and unilaterally without the need to issue any warning, notice, protest, or court judgment.

11.2.2. In the event that the END USER does not fulfill its obligations within the specified period or does not correct the violation, LOGIC reserves the right to terminate this Agreement immediately and unilaterally, without the need to issue any other warnings, notices, protests and court judgments.

Provided that it is not contrary to this provision, LOGIC reserves the right to terminate this Agreement immediately and/or to stop the use of all or a part of the Software at any time, for any reason, without having to give a reason, and to terminate the Agreement.
11.2.2 This Agreement shall automatically be null upon,

(1) Expiration of the Software Usage License,

(2) END USER's termination of using the Software in accordance with the provisions of this Agreement,

(3) The realization of any of the termination cases listed in this Agreement,

(4) Termination of the Agreement between the END USER and LOGIC for any reason without requiring any notifications.

11.2.3. Except for the license right, forward-looking commitments and warranties, which are independent of the Agreement by nature, especially prohibited actions, are binding on the END USER regardless of the termination or expiration of the Agreement.

11.2.4. LOGIC reserves the right to unilaterally cancel the END USER's license to use the Software and block its access, without prior notice, in case it detects clearly illegal and criminal uses.
11.2.5. END USER, upon the expiration of this Agreement, without the need for LOGIC's request, agrees, declares and undertakes to delete it from all computers and/or storage media, to terminate any use of the Software and to destroy all copies of the Software and all kinds of content, information, drawings, images, data, codes and other types of content obtained from the Software are under its ownership, management or control.

11.2.6. The provisions of this Agreement which are expressly or by their nature intended to be valid after termination of this Agreement will continue to apply and will remain in full force and effect unless such termination is due to their nature or expires.

11.2.7. Upon termination of this Agreement, all rights and licenses given to the END USER with this Agreement shall immediately end. Upon termination of this Agreement, END USER hereby unconditionally accepts and guarantees to return to LOGIC or, at LOGIC's option, all Software and Confidential Information (and copies and summaries thereof) in its possession and/or control, at its own expense. The termination of this Agreement does not constitute a waiver of the right to indemnify in case of any breach of the Agreement and does not relieve the END USER from its liability arising from the breach of its obligation arising from this Agreement. LOGIC shall not be liable for any damages incurred or to be incurred by the END USER as a result of the termination of this Agreement. Termination of this Agreement by LOGIC will not prejudice its other legal or equitable rights and powers and will not relieve the END USER from liability arising from its violations prior to the date of termination.

Article 12. COMPENSATION

END USER will ensure that LOGIC is not harmed in any claim, lawsuit or legal action arising from or related to the following reasons;

(a) LOGIC's use of its license,

(b) breach this Agreement,

(c) Violates third-party intellectual property or other rights;

(d) If a person using the LOGIC Software commits similar acts or violations

And it unconditionally accepts and guarantees that LOGIC is obliged to compensate all losses and damages for liability, compensation, expenses, legal expenses and attorney's fees arising as a result of such a claim for compensation, litigation and/or legal proceedings.

The END USER unconditionally accepts and undertakes that LOGIC will provide reasonable assistance and cooperation as needed, when LOGIC needs to make a defense against a claim or claim listed above, but not limited to this. LOGIC reserves the right to undertake the exclusive defense and control of any matter that must be compensated by the END USER, at the END USER's expense.

Article 13. FORCE MAJEURE

The Parties shall fulfill their obligations within the framework of the provisions of this Agreement, except for force majeure events that are not based on their fault, cannot be predicted, and may prevent the execution of the Agreement.

Force majeure, including but not limited to the following:

a-) War, terror, general mobilization and blockade

b-) Disasters such as fire, earthquake, flood, flood, hurricane and the like,

c-) Sabotage, embargo and other situations that prevent the work from being done

d-) Measures and decisions taken by the government or the competent authorities that prevent the performance of the Agreement or make it impossible.

e-) Legal strikes and lockout,

f-) Impossibilities arising from changes in the laws and regulations in force before the conclusion of the contract and the laws and regulations that came into force after the conclusion of the contract,

In so far, the known/need-to-be-foreseen state of the Covid-19 epidemic experienced and experienced since March 2020 (a virus that creates a mutation or another type of pandemic), therefore, the restrictions and other actual obstacles to be brought by the government or the authorized body/ restrictions do not constitute force majeure for the END USER. Likewise, the END USER will not be able to demand a discount on the prices set forth in this Agreement and its annexes, under any name or for any reason, except for the escalations mentioned above. (including but not limited to economic crisis, increase in labor and material prices, pandemic, inflation devaluation, government crisis)

The END USER shall inform LOGIC in writing of the event within 5 (five) days at the latest following the occurrence of the force majeure events. In addition, the document to be obtained from the competent authorities of that place regarding the force majeure will be given to LOGIC within 10 (ten) days.

Provided that the force majeure has directly affected the execution of the Contract or the fulfillment of the commitment, the Parties to the Contract will immediately meet within a reasonable time upon the invitation of any of the Parties and the continuation, suspension, termination or otherwise they will negotiate the means of liquidation. If the Parties fail to reach an agreement within 3 (three) business days from the date they started to negotiate, either Party has the right to terminate this Agreement unilaterally, with immediate effect, provided that the other Party is notified in writing.

Article 14. TRANSFER AND ASSIGNMENT PROHIBITION

14.1. The END USER cannot transfer all and/or part of this Agreement, voluntarily, in accordance with the law and/or in any way whatsoever, partially or completely, without the written approval of LOGIC. Otherwise, LOGIC will be authorized to terminate the Agreement and use its other rights. If the transfer is authorized in writing, the END USER will continue to be responsible to LOGIC for its obligations that will continue after the termination of this Agreement. If the transferee is the END USER, he will accept and undertake all the terms, conditions and obligations in this Agreement unconditionally. Otherwise, LOGIC always has the right and authority to withdraw the permission given to the assignment.

14.2. LOGIC may assign, license or transfer its rights and obligations arising from this Agreement to any third party without restriction. Subject to the previous sentence, the Parties' rights and responsibilities arising from this Agreement will be binding on and in favor of the Parties, their successors and permitted assigns. Any attempted assignment that does not comply with Article 14.1 will be null and void.

Article 15. COPYRIGHT and INTELLECTUAL RIGHTS

15.1. The END USER irrevocably and unconditionally declares and guarantees that while accessing the Software that is the subject of this Agreement, obtaining a usage license and performing the Agreement, it will not in any way violate any intellectual and industrial rights such as patents, trademarks, know-how, or engage in unfair competition activities against third parties and will not act in breach of its non-compete obligation. All responsibility in this regard will be with the END USER and she will be obliged to keep LOGIC away from the requests of third parties. However, directly or indirectly related to the Software subject to this Agreement and/or the documentation to which LOGIC is performed by the END USER in any way, in case of any damage due to the claims of third parties regarding intellectual and industrial rights such as patents, trademarks, original information or ideas, or unfair competition, non-compete obligation, etc., the END USER shall immediately compensate for any loss or damage suffered by LOGIC in this regard.

 

15.2. All intellectual or industrial rights and savings of all kinds of software, projects, drawings, works arising from the relevant legislation that will emerge within the scope of the contract or be provided/provided by LOGIC shall belong to LOGIC.

Article 16. WAIVER

Unless a written waiver signed by LOGIC's officials is given to the END USER, LOGIC shall not be deemed to have waived any of its rights in this Agreement. LOGIC shall not be deemed to have waived any of its rights by postponing the implementation of its rights under this Agreement and/or by exercising only a part of it. The negligence or delay of LOGIC in fulfilling any of its rights and obligations arising from this Agreement shall not constitute an implied acceptance of the waiver.

Article 17. GENERAL PROVISIONS

17.1. If the application of any provision of this Agreement to any particular event or situation is held by a court of competent jurisdiction to be invalid or unenforceable, (a) the validity or enforceability of such provision when applied to other special events or circumstances, or the validity of any other provisions of this Agreement, will not be affected or impaired in any way, and (b) this provision will be applied to the widest possible extent in accordance with the intention of the parties and will be corrected by LOGIC within the framework necessary to make this provision valid and enforceable. LOGIC may decide to keep this provision(s) separate from the Agreement and to keep the other provisions of the Agreement fully effective and valid.

17.2. All matters regarding the accuracy, security, storage, keeping away from the information of third parties and use of the password and other information to be given during and/or after accessing the Software are entirely the responsibility of the END USER. LOGIC is not responsible for inaccuracies in the entered information and/or access to the Software on behalf of the END USER through the capture/learning use of END USER information by someone else. LOGIC does not have any direct or indirect responsibility for the damages incurred or to be incurred by the END USER and/or third parties arising from the security, storage, keeping away from the information of third parties, use of the means of access to the Software (User name and password). In this context, the END USER unconditionally accepts and undertakes that he/she will not be able to make any claim from LOGIC for damage or compensation under any name.

17.3. Nothing contained in this Agreement establishes a joint venture, partnership, agency, employment, or fiduciary transaction relationship between LOGIC and the END USER (Parties).

17.4. Unless expressly stated, this Agreement does not provide any rights and/or remedies to anyone other than the Parties to this Agreement.

17.5. The END USER unconditionally accepts and undertakes that he/she will not participate in class actions, representation lawsuits, public interest lawsuits or collective arbitrations regarding the Software and/or Services or this Agreement and will not file such lawsuits. In addition, the END USER unconditionally accepts and undertakes that it will not try to combine any lawsuit or arbitration related to the Software and/or Services or this Agreement with other lawsuits or arbitrations without the consent of all Parties to this Agreement and all other lawsuits and/or arbitrations.

17.6. Mutual good faith is essential in the implementation of this Agreement.

Article 18. SETTLEMENT OF DISPUTES

18.1. The implementation and interpretation of this Agreement and its annexes, the management of legal relations arising under its provisions and the resolution of disputes shall be subject to Turkish Law.

18.2. In the event that a dispute arises between the parties due to the implementation and interpretation of this Agreement and its annexes, every effort will be made to resolve it through friendly means.

18.3. If the dispute cannot be resolved in this way, Ankara Courts and Enforcement Offices will be authorized.

Article 19. ADDRESSES-NOTIFICATION-NEGOTIATION

19.1. All kinds of warnings, notices and correspondence between the parties will be made via e-mail specified in this Agreement or by registered mail with return receipt or by hand delivery against signature or via notary public.

Warning/Notice and correspondence;

19.1.1. If it is to be made to the END USER, it will be made to the address or e-mail address specified in the System.

19.1.2. If it will be done to LOGIC; It will be made to the address or e-mail address specified in Article 1 of this contract. E-mail address: info@logicps.net (Each e-mail sent to this e-mail address must also be sent to the addresses in "Information" (CC): logicps@logicmekatronik.com and info@logicmekatronik.com.) E-mail correspondence made in accordance with the conditions specified in this article will be the exclusive and definitive evidence between the parties.

The cases where the current legal legislation (Turkish Law) specifically stipulates the form of notification are reserved.

The addresses of the parties specified in this contract are the legal notification addresses. In case of a change in the address or e-mail address written in this contract, the parties shall notify the other party in writing immediately and within 3 (three) days at the latest. Otherwise, notifications to the old address will be considered valid.

19.2. Each of the Parties having the capacity to contract, separately, freely and freely, unconditionally, openly and irrevocably accepted and declared that; both parties have the END USER / LICENSOR preference for the Software that is the subject of the Agreement; since it has the opportunity to negotiate and negotiate each and every provision of the contract, no provision of the contract qualifies as a general transaction condition. Likewise, the parties do not make it impossible or exceptionally difficult for any party to exercise their right of proof under any evidential requirement in this contract. The headings in this Agreement are for classification and do not limit the interpretation of the relevant article of the Agreement.

Article 20. ANNEXES OF THE AGREEMENT:

APPENDIX:1- Preliminary Protocol to the BETA Test Version of the End User License Agreement

APPENDIX: 2- Commitment to Confidentiality

The above-mentioned documents are an annex and an integral part of this Agreement. In case of conflict between the Agreement and its annexes, the provisions of the Agreement shall prevail.

Article 21. ENFORCEMENT

This Agreement, consisting of twenty one (21) articles has been signed between the LOGIC and the END USER and enters into force when the END USER clicks the "I Accept" button at the end of the Agreement and/or downloads the Software to his computer, installs it on his computer, copies it to his computer, installs it on his own computer by connecting to another computer and/or uses and/or accesses in any form and form.

LOGİC MEKATRONİK SANAYİ VE TİCARET ANONİM ŞİRKETİ
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