User Agreement

PARTIES AND NOTICE ADDRESSES

This agreement is between Motivacraft (“Contractor”), the website on www.motivacraft.com address (“Website”) and registered individuals as users (“User(s)”). This Agreement shall be effective when the User accepts and makes the first payment in the electronic environment and shall continue to be effective unless terminated according to terms expressed in this Agreement.

• USER:

• CONTRACTOR:

SUBJECT OF THE CONTRACT

The subject of this Agreement is to organise the provisions related to software developed to manage, store, report and increase motivation with gamification of the sales personnel and the rights and liabilities of the parties regarding Services presented to the USER. Special terms, pricing and fees for Services that will be presented to the USER are presented in motivacraft.com information pages. The special campaigns shall be shown on the purchasing page. These attachments are an inseparable part of this Agreement. The User can purchase new software and services excluded from this Agreement with additional protocols.

RIGHTS AND LIABILITIES OF PARTIES

1. CONTRACTOR shall offer the Services in this Agreement and attachments to the USER under this Agreement. 
2. USER is liable to follow technical infrastructure, requirements, hardware, software set-up and the licence requirements of this software to benefit from the Services in this Agreement. 
3. USER is aware of the fact that the software in this Agreement is not a performance monitoring software in Labour Law sense.
4. When CONTRACTOR needs to access the IT systems of the User to offer Services, the USER shall take the necessary actions to grant this access to the CONTRACTOR. The Undertake shall have no responsibility of inability to use integration infrastructure in this Agreement if the User fails to undertake this liability.
5. The intellectual property of the software in this Agreement and integration software prepared for the integration to the User system belongs to the Contractor. This Agreement does not consist of a software transfer agreement or contract of work and this Agreement is opening the system to User use prepared for each User to undertake the services in this Agreement. Although it is a special solution demanded by the USER, the software infrastructure usage service between the CONTRACTOR and USER is not a contract of work and using the special software shall grant no right to the USER in terms of intellectual property law.
6. The intellectual property of the content shared by the USER shall belong to the USER and the USER shall be the sole responsible for this content. CONTRACTOR has the right to use the Content without harming the User under the provided licence by the User and under the provisions of this Agreement. CONTRACTOR shall hold no responsibility for Content or Content-related loss or damages and the CONTRACTOR has no responsibility for including but not limited to legal compliance, accuracy, performance assessment, premium payment and similar Labour Law concepts.
7. The User accepts that the User might be subjected to several operations and number of events when using the Platform and might need to make an additional payment to remove these limitations.
8. The Undertaker has the right to revise this Agreement, attachments and website notifications without any prior notice and if this right is used, the related change shall be effective as this Agreement is updated.
9. USER shall have no right from the CONTRACTOR for temporary or permanent interruption of the Service or not providing the Service in case of including but not limited to natural disasters, legal barriers, general problems that prevent large-scale Service offering due to telecommunication and energy infrastructure, data transfer and connection problems, due to incorrect operation of USER server, database, computer, equipment and hardware and due to security problem on User’s side.
10. CONTRACTOR undertakes to take necessary precautions to prevent the cyberattacks. The interruptions proved by the CONTRACTOR to be caused by internet infrastructure, third-party system infrastructure problem and DDOS (distributed denial of service) are not under the liability of the CONTRACTOR. If the software and hardware infrastructure errors on the User side might damage the CONTRACTOR system or User, the CONTRACTOR can stop the service until the problem is resolved.
11. CONTRACTOR can reduce the scope of provided services or completely terminate the services when there are cogent grounds to act otherwise under national and international laws, statements, circular and provision by competent authorities. USER accepts, declares and undertakes not recourse any claim from the CONTRACTOR for damages and losses arising from these cases. If the service scope is reduced and/or terminated in this manner, parties have the right to terminate this Agreement.
12. USER declares, accepts and undertakes that USER is the sole responsibility of the legal sanctions with any operations with username and password of the individuals s/he authorised and CONTRACTOR shall have no responsibility for the operations by these individuals. USER is obliged to inform the CONTRACTOR immediately if authorization granted to Authorized User is withdrawn or if any employee uses the Platform or services in an unauthorized way. CONTRACTOR shall define removal of authorisation of demanded user immediately and prevent access of that user to the system. USER shall have current authorisation until notifying CONTRACTOR about withdrawing or changing authorisation of current Authorised User.
13. Within the term of this Agreement, the USER can purchase new Services or additional packages for the same service from the CONTRACTOR. The provisions of this Agreement are applicable for each new Service. New purchases after the expired Agreement shall mean renewing this Agreement with the same provisions.
14. USER can purchase additional Services from the CONTRACTOR under the provisions of this Agreement. If the protocols of the commercial term attachments signed for these additional Services and this Agreement contradict, the terms of the later-signed protocol shall be valid. 
15. USER declares, agrees and undertakes that only s/he will benefit from the services provided by this Agreement and attachments, do not allow third-parties to use the service, has the full responsibility in other cases and CONTRACTOR has the right to terminate and/or cancel the services and this Agreement if such usage is identified and CONTRACTOR shall have the right to ask for compensation from the USER in such cases.
16. CONTRACTOR has the right to change, develop, correct and update to the new versions of the software if deemed necessary. For these operations, the CONTRACTOR can temporarily do service breakdown simultaneously by notifying the USER beforehand for technical maintenance and updates.
17. If the USER fails to undertake the payment liability for the received services under this Agreement and expressed in commercial terms, USER declares, accepts and undertakes that CONTRACTOR has no liability to service breakdown and subjected tax sanctions due to these circumstances.
18. The platform, software and other content in this Agreement are offered “as is” and accordingly, the Undertake has no responsibility or liability for the accuracy, completeness and reliability of the platform, software and content. The company does not undertake that the platform will be uninterrupted and error-free.
19. CONTRACTOR shall have no responsibility of direct or indirect, special or penal damages arising from software including but not limited to profit loss, loss of unearned increments, loss of reputation, replacement product or service. In addition, the CONTRACTOR also declares that it does not provide any kind of warranty, express or implied, including but not limited to implied warranties, merchantability, fitness for a particular purpose.
20. CONTRACTOR’s liability under this Agreement shall be limited with the amount paid by the user for the services paid until the day of the damage when any damage arises. 

SERVICE FEE and PAYMENT CONDITIONS

1. The prices, payment conditions, properties, basic requirements, support, project setup, additional development processes for the software under this Agreement are expressed on motivacraft.com website. User can only use the Platform by paying the prices expressed on the website completely and fully with terms on the website.
2. User can use the Platform without any payment for testing purposes throughout the trial time expressed on the website. When this trial period expires, the paid membership will be started based on the membership package selected on motivacraft.com. The prices, payment conditions, price effective date related to the Platform will be announced on the related sections of motivacraft.com. The membership package price and payment changes by the user during membership will be valid when the new membership period starts. There will not be any refund when your membership is terminated for any reason during membership period including the cancellation of this Agreement.
3. User can use the Platform without any payment for testing purposes throughout the trial time expressed on the website. When this trial period expires, the paid membership will be started based on the membership package selected on motivacraft.com. The prices, payment conditions, price effective date related to the Platform will be announced on the related sections of motivacraft.com. The membership package price and payment changes by the user during membership will be valid when the new membership period starts. There will not be any refund when your membership is terminated for any reason during membership period including the cancellation of this Agreement.
4. The Undertaker shall send the invoice related to the service to the address stated by the User. In case of renewal and payment in the following term, the User will pay the invoice amount in two weeks following the invoicing date. The User is responsible to pay taxes and dues related to these fees.
5. Contractor or third-parties with related authorisation under the related legislation can store User credit card and payment information for payment transactions or bank integration and related updates.
6. The user accepts payment method, membership and order-related data to be transferred to iyzico Ödeme Hizmetleri A.Ş. to complete the payment, prevent, investigate and identify payment frauds and to be processed and stored as expressed in Privacy Policy on https://www.iyzico.com/gizlilik-politikasi/ in the most up-to-date form. 

PRIVACY

1. Electronic records belonging to the User are private information. The Contractor does not share this data with third parties except User’s proxy, representative, personnel and individuals authorised by the User during the term this Agreement or when this Agreement is terminated for any reason except any information demand by authorised or legal institutions.
2. The Parties undertake to take all possible precautions to prevent any disclosure or distribution of the secret data by their employee or representatives to infringe the provision of this Agreement. 

AGREEMENT TERM, RENEWAL, WITHDRAWAL AND PROCESSES AFTER WITHDRAWAL

1. This Agreement shall enter into force when the User accepts this Agreement in an electronic environment.
2. Any party can cancel this agreement without any reason or compensation with written notification to designated electronic mail address 1 (one) week prior to the expiry date of this Agreement.
3. USER does not get a refund due to early cancellation since the USER tests the software during the trial period.
4. If this Agreement is renewed, the service fee prices in CONTRACTOR tariff valid on renewal date are applied.
5. If CONTRACTOR and/or USERS does not or cannot undertake the liabilities expressed in this Agreement and attachments and if this Agreement is infringed accordingly, the infringing party will be given 15 (fifteen) days to solve this infringement following the written notification of the non-infringing party. Unless this infringement is solved within this period, the infringing party can unilaterally terminate this Agreement for justifiable reasons with written notification to the other Party.
6. If the USER benefitted from a special discount for the undertaken period for the Services in this Agreement and if the USER cancelled this Agreement before the expiry of the Services for any reasons except reasons caused by the CONTRACTOR and/or justifiable reasons or if the CONTRACTOR terminates this Agreement with justifiable reasons for any Services, the penal provision shall be applied for the User for discount prices for the duration of the service expressed in the commercial attachment and undertaking.
7. CONTRACTOR shall stop providing to User unless two-month service fee is not paid for monthly services.  USER accepts that the liabilities of the Undertaker arising from this Agreement is invalid in this case. 

MISCELLANEOUS

1. Parties accept and undertake that data stored on the IT system of this service, e-mail, instant messages and other remote communication technology contents between the Parties, commercial accounts and registrations and computer registrations shall be binding and final evidence in case of any conflict arising for this execution of this Agreement and such document and registers will be accepted as written evidence under Code of Civil Procedure.
2. Under this Agreement, all notifications other than a cancellation of this Agreement shall be deemed notified when such notices are sent to the e-mail and/or registered letter with return receipt and/or fax and/or hand delivery to the addresses expressed by the Parties.
3. This Agreement and attachments referring to this Agreement are inseparable parts of this Agreement.
4. If any of the provisions of this Agreement is unlawful and/or void, Parties accept to make necessary changes to make these provisions valid and other provisions will continue to be valid unless such changes are not/cannot be made.
5. Waiving of one of the rights under this Agreement by any of the Parties for one time does not mean the related Party waives the rights on the same topic and arising rights and does not mean to ratify this right.
6. The Parties of this Agreement are independent contractors and there is no agency, partnership, joint venture relationship between Parties and this Agreement has no such purpose. None of the Parties has the authorisation to do binding operations or obligation authority.
7. İstanbul Çağlayan Courts and Enforcement Officers are authorised to solve any conflicts between the Parties arising from this Agreement.
8. Stamp duty of this Agreement shall be paid by USER.