AISHE Customer — Master Subscription Agreement

Between Ainen Group A.Ş., Izmir, Turkey and the customer specified in the Order (as defined in Section 1) (the “Customer”).

This Master Subscription Agreement (this “Agreement”) becomes effective on the date on which Ainen Group A.Ş. accepts the Order (the “Effective Date”).

This Agreement supersedes all other agreements (including click-through or electronic agreements within the Solution) between Ainen Group A.Ş. and the Customer relating to the Solution. Unless expressly agreed otherwise by the Customer and Ainen Group A.Ş., this Agreement shall apply to all future purchases of Ainen Group A.Ş. software and services by the Customer.

1. Definitions

Affiliate means, in relation to a party, any legal entity that directly or indirectly controls, is controlled by, or is under common direct or indirect control with such party, or is a wholly-owned subsidiary of such party; where “control” means the direct or indirect ownership of at least 51% of the shares or stock of such entity.

Authorised Users means employees, agents and independent contractors of the Customer and its Affiliates.

Customer Data means any code or data uploaded to the Solution by or on behalf of the Customer (including by Ainen Group A.Ş.).

Documentation means the technical documentation relating to the Solution contained in the version of the Solution accessed by the Customer, including all additions and modifications made by Ainen Group A.Ş. from time to time under this Agreement.

Maintenance means the services and updates to the Solution as described in the Ainen Group A.Ş. Support Policy located at https://www.ainengroup.com/p/privacy-policy.html.

Model has the meaning specified at https://www.ainengroup.com/p/index.html#modelsmodeling.

Order means each order, order form or statement of work for the purchase of software or services from Ainen Group A.Ş..

Professional Services means training, enablement and/or other professional services.

Project has the meaning given at https://www.ainengroup.com/p/aishe-concept-introductions.html.

SaaS (software as a service) means software hosted in and delivered from Ainen Group A.Ş.'s managed cloud environment.

Solution means the Ainen Group A.Ş. software products specified in the Order, including all additions and modifications made by Ainen Group A.Ş. from time to time under this Agreement.

Subscription Term means the period during which the Customer is subscribed to the Solution as specified in the Order.

Support means the technical support services described in the Ainen Group A.Ş. Support Policy located at https://www.ainengroup.com/p/help.html.

2. Orders and Licence Grant

2.1 Unless the parties expressly agree otherwise in writing, this Agreement shall govern each Order. Each Order shall constitute a separate contract between the parties and shall be deemed subject to the terms set out in this Agreement, except where the Order provides for different or amended terms.

2.2 Subject to the terms of this Agreement, Ainen Group A.Ş. grants the Customer a non-exclusive, non-transferable and non-sublicensable licence to use the Solution, together with the Documentation, for the Subscription Term for its own internal business use and for the purpose of the Solution as described in the Documentation.

3. Authorised Users

3.1 The Customer may permit its Authorised Users to use the Solution for the purposes permitted to the Customer under Section 2.2, provided that:

(a) only the Customer may bring a claim against Ainen Group A.Ş. for any loss, damage or liability incurred by any Affiliate or Authorised User, and the Customer shall ensure that no Affiliate or Authorised User makes or pursues any claim against Ainen Group A.Ş. in connection with this Agreement (whether based on breach of contract, tort or any other legal theory); and

(b) the Customer shall ensure that all Authorised Users comply with the terms of this Agreement and shall remain responsible for all acts and omissions of its Affiliates and Authorised Users.

4. Restrictions on Use

The Customer shall not, and shall not permit any third party to, except as permitted under this Agreement:

(a) use the Solution otherwise than in accordance with the Documentation;

(b) attempt to copy (except for backup purposes where this is not a SaaS arrangement), modify, create derivative works from, or distribute any part of the Solution;

(c) attempt to decompile, reverse-compile, disassemble, reverse-engineer or otherwise convert any part of the Solution into a human-perceivable form, except to the extent permitted by the laws of the Customer's or an Affiliate's jurisdiction where necessary for integrating the operation of the Solution with other software or systems used by the Customer or such Affiliate. The Customer shall give Ainen Group A.Ş. at least 30 days' prior written notice before carrying out such action, and the exception shall not apply if Ainen Group A.Ş. is prepared to carry out such action for a reasonable commercial fee or provides the necessary information within a reasonable period;

(d) access any part of the Solution for the purpose of building a competitive product or service;

(e) use the Solution to provide services to third parties;

(f) licence, lease, transfer, assign, disclose or otherwise commercially exploit the Solution; or

(g) alter any proprietary rights notice appearing in the Solution.

5. Evaluation Use

5.1 The Customer may be given access to the Solution (or Solution features) as a free, trial, alpha, beta or early-access offering (“Evaluation Software”). Unless otherwise agreed, use of Evaluation Software is solely for the Customer's internal evaluation for 10 days from the date the Customer is first granted access.

5.2 All Models created by the Customer using the Evaluation Software may only be used to evaluate the features and functionality of the Evaluation Software and may not be used for making decisions regarding the Customer's other business issues. Upon completion of the evaluation, the Customer shall cease using and destroy all such Models if it does not purchase the Solution within three months after access to the Evaluation Software ends.

5.3 Ainen Group A.Ş. has the right to revoke the Customer's access to the Evaluation Software or to modify the Evaluation Software at any time. No warranty, availability, Maintenance or Support obligation of Ainen Group A.Ş. shall apply to the Evaluation Software.

5.4 The Customer agrees to provide feedback regarding the Evaluation Software as reasonably requested by Ainen Group A.Ş.. The Customer grants Ainen Group A.Ş. a fully paid-up, perpetual and royalty-free right to use such feedback for the improvement of its business, products and services, provided that such feedback does not identify the Customer as the source. The Evaluation Software is subject to Section 4 (Restrictions on Use) to the same extent as the Solution.

5.5 Except for breach of Section 4 (Restrictions on Use) and subject to Section 16.4, each party's liability in connection with the Customer's use of any Evaluation Software shall be USD 25,000.

6. Support, Maintenance and Availability

6.1 Ainen Group A.Ş. shall provide Support and Maintenance.

6.2 If the Customer has purchased access to the Solution as SaaS, Ainen Group A.Ş. shall comply with the Ainen Group A.Ş. Availability Policy located at https://www.ainengroup.com/p/privacy-policy.html.

7. Professional Services

7.1 Ainen Group A.Ş. shall provide Professional Services as described in an Order. Where Ainen Group A.Ş. provides additional services at the Customer's request in connection with an Order, those services shall be deemed Professional Services and charged at the rate given in the Order or, if none, at a rate agreed in advance.

7.2 Professional Services shall be performed during business hours, Monday to Friday (excluding national holidays), at the location where the Professional Services are to be performed.

7.3 Ainen Group A.Ş. grants the Customer a non-exclusive, non-transferable, non-sublicensable licence during the Subscription Term to use any training and other information materials provided or created during the performance of the Professional Services to the extent necessary for the Customer's use of the Solution. Unless otherwise agreed in writing, pre-purchased Professional Services and expenses shall expire 1 month after the date of purchase if unused.

7.4 The Customer shall provide the reasonable access, cooperation and information necessary to enable Ainen Group A.Ş. to perform the Professional Services.

7.5 Ainen Group A.Ş. personnel shall comply with the Customer's rules or policies presented to them in writing while on the Customer's premises.

7.6 Unless otherwise stated in the Order, the Customer shall be charged for travel and expenses incurred in the provision of Professional Services (if any).

8. Export

Each party shall comply with applicable laws and regulations governing the export, re-export and transfer of the Solution and shall obtain all necessary local and international authorisations, permissions or licences.

9. Term and Termination

9.1 This Agreement commences on the Effective Date and continues until terminated in accordance with its provisions.

9.2 Each Order shall continue for the Subscription Term unless terminated earlier in accordance with this Agreement.

9.3 Either party may terminate this Agreement and any or all Orders:

(a) for any material breach that is not remedied within 30 days of written notice of the breach; or

(b) immediately on written notice if the other party becomes the subject of any bankruptcy, insolvency, administration, liquidation or assignment proceedings for the benefit of some or all of its creditors, or makes an arrangement for the composition, extension or reorganisation of a substantial part of its obligations.

9.4 Ainen Group A.Ş. shall have the right to terminate this Agreement and all Orders immediately on written notice:

(a) if the Customer breaches Section 4(c) (Restrictions on Use) or Section 12.5 or 12.6(a) (Customer Data); or

(b) if it believes that it is no longer legal or desirable for it to continue operating or to make the Solution available for use or access in the country in which the Customer uses or accesses the Solution.

9.5 Unless otherwise stated in this Agreement, this Agreement and the applicable Orders are non-cancellable and all fees are non-refundable.

9.6 Upon termination or expiry of this Agreement for any reason:

(a) this Section 9.6, Section 11 (Proprietary Rights), Section 13 (Confidentiality), Section 16 (Limitation of Liability), Section 20 (Entire Agreement) and Section 22 (General), together with all other clauses intended to survive, shall continue in force;

(b) all licences granted under this Agreement shall terminate immediately and the Customer shall immediately cease using the Solution;

(c) each party shall return and cease using any equipment, property, documentation and other items (and all copies thereof) belonging to the other party; and

(d) the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination shall not be affected.

9.7 Termination or expiry of an Order shall not affect the validity of other Orders or this Agreement.

10. Fees, Payment and Taxes

10.1 Maintenance and Support fees are included in the Solution fees.

10.2 All fees are exclusive of sales, consumption, export, import, value-added or similar taxes (“Tax”). Ainen Group A.Ş. shall show applicable Tax as a separate line item on its invoice.

10.3 Unless otherwise specified in the Order, fees for the Solution, Professional Services and applicable taxes shall be invoiced in advance at least monthly or annually. The Customer shall pay invoices within 30 days of the invoice date unless disputed in good faith.

10.4 All amounts due under this Agreement shall be paid in full by the Customer without any set-off, counterclaim, deduction or withholding.

10.5 Ainen Group A.Ş. may, following at least 14 days' written notice, suspend the Customer's access to Support, Maintenance and the Solution if any payment is not received within 60 days of the invoice date and has not been disputed in good faith on objectively reasonable grounds.

11. Proprietary Rights

11.1 The Solution and Documentation are the registered intellectual property of Ainen Group A.Ş. and its licensors. Subject to any licence granted in this Agreement, Ainen Group A.Ş. retains sole and exclusive ownership of all rights, title and interest in the Solution, Documentation and all other technologies used to provide them.

11.2 All enhancements, modifications, corrections and derivative works made in or to the Solution shall be deemed part of the Solution for the purposes of this Agreement and shall be owned by Ainen Group A.Ş..

11.3 The Customer retains all rights, title and interest in (i) Customer Data, (ii) Models created by the Customer and (iii) prediction data generated by the Customer through the processing of Customer Data via the Solution.

11.4 Ainen Group A.Ş. shall own all intellectual property rights in any work provided or created by it during the performance of Professional Services.

12. Customer Data

12.1 The parties shall comply with the Ainen Group A.Ş. Information Security Policy at https://www.ainengroup.com/p/privacy-policy.html and the Ainen Group A.Ş. Data Processing Policy.

12.2 The Customer shall comply with all applicable laws and regulations relating to the use of the Solution.

12.3 Ainen Group A.Ş. shall process Customer Data only to the extent necessary to fulfil its obligations under this Agreement.

12.4 The Customer represents and warrants that it has the necessary rights and permissions to provide Customer Data to Ainen Group A.Ş..

12.5 The Customer shall not use, or permit others to use, the Solution for:

(a) any illegal or fraudulent activity;

(b) infringing the rights of others;

(d) any content or activity that promotes the sexual exploitation or abuse of children;

(e) compromising the security, integrity or availability of any user, network, computer, communications system, software application or network or computing device.

12.6 Subject to this Section.

12.7 If the Customer uses the Solution as SaaS, the Customer may not import, or permit others to import, into the Solution:

(a) Trojan horses, worms, viruses or other code that serves no legitimate purpose and is designed to be disruptive, disabling or harmful or to permit unauthorised access to, disclosure or corruption of information or software;

(b) data regulated by the Payment Card Industry Data Security Standards or other financial account numbers or credentials;

(d) social security numbers (or local equivalents), driving licence numbers or other official identification numbers;

(e) sensitive personal data (including special categories of personal data as defined in Article 9 of the EU and UK General Data Protection Regulation and criminal data as defined in Article 10);

(f) personal data of persons under the age of 16;

(g) information subject to regulation or protection under the US Gramm-Leach-Bliley Act, the US Children's Online Privacy Protection Act or similar foreign or domestic laws; or

(h) content that infringes a third party's intellectual property rights.

12.8 Personal data listed in 12.6(b)–(g) that has been anonymised in accordance with the applicable regulatory regime may be transferred to the SaaS Solution.

12.9 For the SaaS version of the Solution, Ainen Group A.Ş. shall have the right to delete Customer Data or suspend the Customer's access to the Solution:

(a) in the event of a breach by the Customer of Section 12.5 or 12.6;

(b) where removal or blocking of Customer Data is necessary to protect the security or integrity of the Solution, Ainen Group A.Ş. or any third party; or

12.10 Ainen Group A.Ş. shall provide written notice of any action taken under Section 12.8 as soon as practicable, unless prohibited by applicable law. Ainen Group A.Ş. shall use reasonable efforts to delete the offending Customer Data before suspending access to the Solution. If access is suspended, Ainen Group A.Ş. shall reinstate the Customer's access as soon as practicable after the offending Customer Data has been deleted.

13. Confidentiality

13.1 “Confidential Information” means all information disclosed by a party or its Affiliates (the “Discloser”) to the other party (the “Recipient”) that is identified as confidential at the time of disclosure or that the Recipient could reasonably be expected to know is confidential given the nature of the information and the circumstances surrounding its disclosure.

13.2 The Recipient shall:

(a) not use the Discloser's Confidential Information for any purpose other than this Agreement;

(b) not disclose such Confidential Information to any person or organisation other than on a need-to-know basis;

(c) ensure that any person to whom Confidential Information is disclosed is bound by written confidentiality obligations in force with the Recipient; and

(d) use reasonable measures to protect the confidentiality of such Confidential Information.

13.3 If the Recipient is required to disclose Confidential Information by applicable law, court order or the rules of any exchange on which it is listed, it shall first give written notice to the Discloser to the extent legally permitted. The Recipient shall, within its control, allow the Discloser to intervene in the relevant proceedings to protect its interests in the Confidential Information.

13.4 Confidential Information shall not include information that the Recipient can demonstrate:

(a) was rightfully in its possession or known to it prior to receipt, without any restriction on its disclosure;

(b) is or becomes publicly available without breach of this Agreement;

(d) was legitimately obtained from a third party without breach of any confidentiality obligation.

13.5 The Recipient acknowledges that unauthorised disclosure of the Discloser's Confidential Information may cause significant harm to the Discloser and that damages may not be an adequate remedy.

14. Warranties

14.1 Ainen Group A.Ş. warrants that:

(a) for the first 90 days after the date of the applicable Order, the Solution will conform in all material respects to the functionality described in the Documentation current for the applicable software version at that date;

(b) the Solution is not subject to any “copyleft” or other obligation or condition that would require the disclosure, licensing or distribution of the Solution or any Customer software used with the Solution (including any source code);

(d) Professional Services will be provided to good industry standards by appropriately qualified personnel exercising reasonable skill and care.

14.2 In the event of a breach of Section 14.1(a), the Customer's sole and exclusive remedy shall be for Ainen Group A.Ş. to use commercially reasonable efforts to correct any reproducible non-conformity. If those efforts are unsuccessful within 30 calendar days of written notice from the Customer, the Customer may terminate the licence for the affected Solution, and Ainen Group A.Ş. shall promptly provide a pro-rata refund of prepaid licence fees for the remainder of the Subscription Term calculated from the date of termination.

14.3 The warranty in Section 14.1(a) shall not apply if any non-conformity results from:

(a) the Customer's use of the Solution in an application or environment other than as described in the Documentation; or

(b) modifications to the Solution made by or on behalf of anyone other than Ainen Group A.Ş. or its authorised representatives without Ainen Group A.Ş.'s express written permission.

14.4 The Customer acknowledges that the accuracy of Models generated by the Solution depends on the Customer Data used to create them. Ainen Group A.Ş. gives no warranty as to the accuracy, correctness or completeness of any Model in live operation or of predictions made by the Solution.

14.5 Ainen Group A.Ş. makes only the express warranties set out in this Agreement. All other conditions, warranties or other terms that may be implied or incorporated into this Agreement by statute, common law or otherwise are excluded to the fullest extent permitted by law.

15. Indemnification

15.1 Subject to Section 15.3, Ainen Group A.Ş. agrees to defend (or, at its option, settle) the Customer at its own expense against any claim alleging that the Solution infringes or misappropriates any patent, copyright, trademark or trade secret of any third party, and Ainen Group A.Ş. shall pay all costs and damages finally awarded against the Customer by a court of competent jurisdiction as a result of such claim.

15.2 If the use of the Solution becomes, or in Ainen Group A.Ş.'s sole opinion is likely to become, the subject of such a claim, Ainen Group A.Ş. may:

(a) replace the applicable Solution with functionally equivalent, non-infringing technology;

(b) obtain a licence for the Customer to continue using the applicable Solution; or

(c) terminate this Agreement or the licence for the infringing Solution and refund a pro-rata portion of the prepaid licence fees for the remainder of the Subscription Term calculated from the date of termination.

15.3 The indemnity in Section 15.1 shall not apply if:

(a) the Solution has been modified by anyone other than Ainen Group A.Ş.;

(b) the infringement results from the Customer's combination of the Solution with applications, code or products other than those of Ainen Group A.Ş.;

(c) an infringing version of the Solution continues to be used after Ainen Group A.Ş. provides a non-infringing version; or

(d) a breach of this Agreement causes the alleged infringement.

15.4 The foregoing shall be the Customer's sole remedy for any claim of infringement of a third party's intellectual property rights.

15.5 The Customer agrees to defend Ainen Group A.Ş. at its own expense against any third-party claim arising from a breach by the Customer of Sections 12.5 or 12.6, and the Customer shall pay all costs and damages finally awarded against Ainen Group A.Ş. by a court of competent jurisdiction as a result of such claim.

15.6 The indemnifying party's obligations under this Section 15 apply only if:

(a) the other party provides written notice to the indemnifying party as soon as practicable after becoming aware of the claim;

(b) the indemnified party does not admit any liability or fault;

(d) the indemnified party provides all reasonable assistance to the indemnifying party.

16. Limitation of Liability

16.1 Subject to Section 16.4, except for any direct loss or damage to the Customer caused by the failure of the Solution to operate in accordance with the Documentation, Ainen Group A.Ş. shall have no liability in connection with the Customer's reliance on predictions made by the Solution.

16.2 Subject to Section 16.4, in no event shall either party be liable for: (a) loss of revenue or profit; (b) loss of or damage to goodwill; (c) loss of use or business interruption; (d) wasted management time or personnel time; (e) loss of data; or (f) indirect, incidental, special, punitive or consequential damages, whether in contract or in tort (including negligence), even if the other party has been advised of the possibility of such damages.

16.3 Subject to Sections 16.1, 16.2 and 16.4, each party's liability for damages payable to the other party (or, in the case of Ainen Group A.Ş., damages payable to the Customer or any Affiliate) under or in connection with this Agreement and all Orders (whether for breach of contract, misrepresentation, negligence, strict liability, other torts or otherwise) shall be limited as follows: each party's liability for damages in any full calendar year following the entry into force of this Agreement shall not exceed 100% of the total fees paid (plus fees payable) to Ainen Group A.Ş. in the immediately preceding calendar year. For any damages relating to the first such calendar year, the amount shall be the total amount payable in the first year of the Subscription Term.

16.4 Nothing in this Agreement shall limit or exclude the liability of the parties for:

(a) death or personal injury caused by negligence;

(b) gross negligence or wilful misconduct;

(d) in the case of the Customer: (i) breach of Section 4 (Restrictions on Use) or 12.5 or 12.6 (Customer Data), and (ii) payment of fees;

(e) any matter that cannot be excluded or limited by law.

17. Reseller

17.1 If the Customer makes any purchase through an authorised partner of Ainen Group A.Ş. (a “Partner”):

(a) instead of paying Ainen Group A.Ş., the Customer shall pay the applicable amounts to the Partner as agreed between them; and

(b) the Customer's order details (e.g. the Solution the Customer is authorised to use, how the Customer's rights will be measured, the Subscription Term, etc.) shall be as stated in the order between the Partner and the Customer and notified to Ainen Group A.Ş..

17.2 Partners are not authorised to modify this Agreement or to make any promise or commitment on behalf of Ainen Group A.Ş.. Ainen Group A.Ş. is not bound to the Customer by any obligation other than as stated in this Agreement or in writing by an authorised Ainen Group A.Ş. representative.

17.3 The amount paid or payable by the Partner to Ainen Group A.Ş. for the Customer's use of the relevant Solution shall be deemed the amount paid or payable under this Agreement for the purpose of calculating the liability cap in Section 16.3 and pro-rata refunds.

18. Ainen Group Data

18.1 When Customers use the Solution, Ainen Group A.Ş. may collect and process data relating to the use of the Solution as detailed in this Section 18. To the extent that this data includes personal data, Ainen Group A.Ş. is a data controller under the GDPR and the UK GDPR and complies with applicable privacy laws and the Ainen Group A.Ş. Privacy Policy at https://www.ainengroup.com/p/privacy-policy.html.

18.2 User Metrics: When Customers use the SaaS version of the Solution, Ainen Group A.Ş. may automatically collect and analyse data relating to the use of the Solution using the User Activity Tracker (collectively “User Metrics”). This data includes technical logs, log-in frequency, number of Models deployed, and feature usage and interaction. When Customers use the on-premise version, Ainen Group A.Ş. can only analyse User Metrics if provided by an individual user or the organisation. For SaaS users, Ainen Group A.Ş. may additionally collect user interaction and navigation data including clickstream and mouse tracking. Where Ainen Group A.Ş. uses User Metrics for any purpose other than those described in the Privacy Policy, they are anonymised from personal data and Customer Data in accordance with applicable law.

18.3 Meta Data: When Customers use the SaaS version, Ainen Group A.Ş. may automatically collect and analyse data describing a Customer's Customer Data, Models and Projects (collectively “Meta Data”). This includes data set summary statistics, data set size, Project type, Model accuracy metrics, run times, Project and Model flags or errors, specific Models and plans run and the parameters of those Models and plans. When Customers use the on-premise version, Ainen Group A.Ş. can only analyse Meta Data if provided by an individual user or the organisation. Meta Data is always anonymised from personal data and Customer Data.

18.4 Contact Data: Ainen Group A.Ş. collects personal data from customers' employees and personnel when doing business with customers, including data required for access to the Solution and Support. Contact data collected includes contact information and employment information such as employer and job title. Contact data is used for administrative and account management purposes, to provide and invoice the Solution, to inform customers about new products and product updates, and to comply with our contractual and legal obligations. Contact data is processed in accordance with our Privacy Policy.

19. AISHE Service

19.1 The terms in this Section 19 shall apply to AISHE products or services (the “AISHE Service”) and shall, solely in relation to the AISHE Service, prevail over all other terms in this Agreement to the contrary.

19.2 The credits required to use AISHE (“AISHE Credits”) shall be consumed as detailed in the Ainen Group A.Ş. AISHE Service Consumption Table at https://www.ainengroup.com/p/about-aishe.html.

19.3 AISHE Credits shall expire at the end of the Subscription Term specified in the applicable Order; however, unused AISHE Credits may be rolled over to a subsequent Subscription Term if (i) the Customer purchases prepaid AISHE Credits before the end of the then-current Subscription Term, and (ii) such purchase is of at least equal value to those purchased for the then-current Subscription Term.

19.4 If the Customer continues to use the AISHE Service after exhausting all prepaid AISHE Credits or after the applicable Subscription Term expires, the Customer's use of the AISHE Service will convert to usage-based services (“On Demand”) until the Customer purchases additional prepaid AISHE Credits. When using the AISHE Service On Demand, the Customer will be invoiced monthly for AISHE Credits consumed at the prices set out in the Ainen Group A.Ş. AISHE Service Consumption Table. The Customer's On Demand usage will cease if the Customer signs a new Order for prepaid AISHE Credits.

19.5 “Support” for the AISHE Service means the technical support services located at https://www.ainengroup.com/p/help.html. Support is provided only when the Customer is using prepaid AISHE Credits, not for On Demand usage.

19.6 Where the Agreement provides for a refund of prepaid fees for the remainder of the Subscription Term, all refunds relating to the AISHE Service shall be for unused AISHE Credits only.

20. Entire Agreement

20.1 This Agreement and all documents referred to in this Agreement constitute the complete and exclusive statement of the parties' agreement and supersede all proposals or prior arrangements, understandings or agreements between the parties relating to the subject matter of this Agreement.

20.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no right or remedy in respect of, any representation, statement, assurance, understanding or warranty (whether written or not) of any person (whether or not a party to this Agreement) other than as expressly stated in this Agreement.

21. Notices

21.1 All notices to be given under this Agreement must be in writing and delivered by hand, email, first-class prepaid post or registered delivery.

21.2 Notices to Ainen Group A.Ş. shall be sent to info@ainengroup.com or by post to Ainen Group A.Ş., Izmir, Turkey, Attention: Legal.

21.3 Notices to the Customer shall be sent to the billing address in the Order or the address at the top of this Agreement.

21.4 A notice shall be deemed to have been given:

(a) on receipt, when delivered by hand or email;

(b) on the first business day after dispatch, if sent by first-class prepaid post or registered delivery;

22. General

22.1 Unless expressly stated otherwise, this Agreement shall not give rise to any right of a third party to enforce any provision of this Agreement.

22.2 If this Agreement conflicts with any term of any Order, the terms of the Order shall prevail solely in respect of the Solution and Professional Services under that Order. Any purchase order issued by the Customer shall be accepted for the Customer's convenience only and shall not modify, override or supplement this Agreement notwithstanding acceptance of purchase orders by Ainen Group A.Ş..

22.3 Any waiver of or amendment to the provisions of this Agreement shall be valid only in writing and when signed by both parties.

22.4 If all or any part of a provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected.

22.5 A party's failure or delay in exercising any right or remedy shall not constitute a waiver of that or any other right or remedy.

22.6 Ainen Group A.Ş. is an independent contractor and not an employee of the Customer. Neither party shall at any time make any commitment or incur any charge or expense on behalf of the other party or be deemed to be the other party's representative, partner, joint venturer, employer or employee.

22.7 Neither party may assign this Agreement without the other's prior written consent (not to be unreasonably withheld or delayed); provided, however, that each party may assign any of its rights and/or obligations to any of its Affiliates or to any entity that acquires all or substantially all of its assets, subject always to the assignee being capable of performing the assignor's obligations.

22.8 The Uniform Commercial Code (UCC), the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement.

22.9 As defined in US Federal Acquisition Regulation (FAR) section 2.101, the Solution and Documentation are “commercial items” and deemed “commercial computer software” and “commercial computer software documentation” pursuant to DFARS section 252.227-7014(a)(1) and (5). Consistent with DFARS section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display or disclosure of such commercial software or documentation by the US Government shall be governed solely by the terms of this Agreement.

22.10 Neither party shall be liable for failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including any action by any government or governmental agency such as blocking internet traffic or any web page (each a “Force Majeure Event”). The time for performance shall be extended by a period equal to the duration of the Force Majeure Event. If a Force Majeure Event continues for more than 30 days, either party may terminate the relevant Order by written notice to the other party.

22.11 The Customer agrees that Ainen Group A.Ş. may refer to the Customer by trade name and logo in marketing materials and on its website and may briefly describe the Customer's business.

22.12 Ainen Group A.Ş. shall maintain commercially reasonable insurance coverage for its obligations under the Agreement with a reputable insurance provider for the duration of the Agreement. Ainen Group A.Ş. shall provide the Customer with evidence of this insurance on written request.

22.13 Each party represents that the signatory below has been duly authorised by all necessary corporate or other appropriate action to execute this Agreement.

22.14 Except as set out in any SCCs (Standard Contractual Clauses) agreed by the parties in relation to the international transfer of Personal Data pursuant to Ainen Group A.Ş.'s Data Processing Policy, this Agreement and all disputes arising out of or in connection with this Agreement or its subject matter or formation (whether contractual or non-contractual) shall be governed by, construed and interpreted in accordance with the laws of the European Union, without regard to conflict-of-law principles. The Agreement shall be subject to the exclusive jurisdiction of the federal and state courts located in Girona, Spain, and each party accepts the exclusive personal jurisdiction and venue of such courts.