NEXT4BIZ SOFTWARE LICENSE AGREEMENT

(SaaS or On-prem for a limited period of time)

ARTICLE 1. PARTIES TO THE AGREEMENT

This Software License Agreement (shall be hereinafter referred to as the “Agreement”) has been entered into and executed by and between the following Parties under the terms and conditions set forth below:

1.1. NEXT4BİZ BİLGİ TEKNOLOJİLERİ ANONİM ŞİRKETİ (will be referred to as “NEXT4BIZ”)

     Address: Sahrayı Cedit Mahallesi Halk Sokak No.: 40/4 34734 Kadıköy, ISTANBUL/TURKEY

1.2. …………………………………………………. (will be referred to as “Company” or “Customer”)

     Address: 

The Parties’ authorized email addresses for communications are mentioned below :

NEXT4BIZ:

Company: ……………………………………

In this Agreement, Company and NEXT4BIZ will be referred to as “Party” individually and as “Parties” together.

ARTICLE 2. SUBJECT OF THE AGREEMENT

This Agreement determines the mutual rights and responsibilities of the Parties and sets the terms to grant the Customer a license to use the software product and applications for the duration of this Agreement in exchange for the agreed prices and fees.

ARTICLE 3. DEFINITIONS

Unless otherwise stated, the terms used herein shall have the meanings set forth below.

“Product”: The customer-oriented, holistic business processes management software titled “next4biz,” designed and developed by NEXT4BIZ, who owns the entire intellectual property rights to the software. The product can be utilized either by providing online access to a shared cloud platform via the internet (“SaaS”) or by providing online access to dedicated servers for the customer via the internet (“On-prem for a limited period of time”). The Product features can be found on www.next4biz.com.

“User”: Company employees or Company-authorized persons who are assigned a username and a password by the Company to use the Product under the authorization given by NEXT4BIZ to the Company.

“Services”: Services offered by NEXT4BIZ, including, but not limited to, analysis, design, adaptation, and training. Details and scope of the Services are defined on the link. The services purchased by the Customer shall be determined within the Customer Order Form (Appendix 2). Next4biz shall be providing The Services by its own personnel or by outsourced solution providers as well. (Should any unique services or projects to the Company be agreed upon by the Parties, these extra services will be added to the Agreement separately as Appendix 4.)

ARTICLE 4. GENERAL TERMS OF THE LICENSE

4.1. Product user licenses and services purchased by The Customer shall be determined within the Customer Order Form in Appendix 2 to this Agreement.  

4.2. This Agreement grants the Company a non-exclusive license for the duration of this Agreement for the product(s) to be used by the Company. In this Agreement, NEXT4BIZ does not transfer any intellectual or industrial property rights, including but not limited to copyright and financial rights of any kind, associated with the product software. The limited user license granted to the Company is only valid for use in Company processes.

4.3. NEXT4BIZ shall provide its products and services to the Customer, either through a SaaS (Software as a Service) model or an On-Premises for a limited period of time (leasing) model. The choice between these options will be specified in Annex 2. If the Customer wishes to switch from the chosen model to the other after the signing of the Contract, it must communicate this request in writing (including a message via authorized email). NEXT4BIZ will organize the transition process and provide the necessary information to the Customer.

4.3.1. If the Customer has chosen the SaaS model; NEXT4BIZ shall provide the Product licenses via online by letting The Customer access to the Next4biz platform with a password given beforehand. In order to use the Product and services, the Customer must be supplied by itself the technical requirements, such as obtaining computers or getting internet access systems and meet other technical requirements. The Customer is responsible for the secure storage of user passwords and the implementation of due precautions for their users against violations of law and regulations, third party rights, and especially Personal Data Protection Law while using the Product.

4.3.2. If the Customer has chosen the On-premise for a limited period of time model; The product is used by the Customer after being installed on computer systems located within the Customer’s own premises and/or on servers located in the cloud under the management and control of the Customer.

ARTICLE 5. PRODUCTS UNDER THE USER LICENSE

5.1. The number of product licenses and services, and their prices, mutually agreed to be purchased by the Company are determined in the Customer Order Form in Appendix 2.  If the Company wishes to purchase new Products and Services at any time after this Agreement, the additional Product licenses and Services will be included to the Agreement and become binding after sending order e-mails and confirmation e-mails between the Parties via the-mail addresses prescribed in the Article 1 of the Agreement. The prices of those additional purchases shall be determined according to the listing prices (Appendix 1) adjusted according to the inflation rates defined within the Appendix 2.

5.2. The Company accepts and declares that it has obtained thorough information on www.next4biz.com or from NEXT4BIZ and, upon deciding on a license purchase, is aware of features of the Products and Services before ordering the Products and Services.

5.3. If the Company requests the integration of NEXT4BIZ Product(s) with other software and applications, it is the Company who shall be providing the required license for the integration (with Call Centers, WhatsApp Business, Chat-ChatBot, Social Media Platforms, and SMS/Email-SMTP delivery services).

5.4. Support Services

5.4.1. Support services are provided through online access. The scope and details of the support services are mentioned on the link. 

5.4.2. In case of using the product with the On-Premise for a limited period of time, the Customer agrees and declares that it must grant remote access permission to the experts of Next4biz for maintenance and updates to be carried out in the test environment/system. Otherwise, the Customer is responsible for any failure to perform maintenance and updates of the Product fully and correctly. If the Customer requests the maintenance and updates to be done by an alternative method, the cost incurred by expert/day fees in addition to the standard maintenance and support fee will be covered by the Customer. There will be no real data in the test environment where the update and maintenance will be performed; it will be a copy obtained with the masked/corrupted version of the data in the production environment. The Customer will transfer masked/corrupted data from the production environment to the test environment on a monthly basis. If the experts of Next4biz need access to the Customer’s production environment for maintenance and update purposes, all operations will be continuously monitored by a companion staff member of the Customer. Services related to requests and processes outside the maintenance and update procedures specified in this article will be provided if the Customer approves the additional cost based on Next4biz’s current expert day rates.

5.5. The customization service provided for the use of Products on the Customer’s side is offered within the framework of template project plans summarized on the webpage(https://www.next4biz.com/implementations/)  according to the modules used. Delays and additional costs that may arise due to disruptions caused by the Customer in the template project plan are the responsibility of the Customer.

5.6. When organizing campaigns via email, SMS, or mobile message (push notification) with CRM, a maximum of 1,000,000 messages can be sent per day. A new dispatch should not be started before the completion of the previous one. Campaign preparations must be completed one day in advance.

ARTICLE 6.  PRICES FOR LICENSES AND SERVICES

6.1. The Company agrees and commits to pay the fees of the Product licenses and other Services to NEXT4BIZ as included in the Customer Order Form in Appendix 2. Product licenses become valid once the user accounts are created.  Terms and conditions regarding invoicing and payment are described in Appendix 2.

6.2. If the Company requests training programs, additional software development activities, or other services outside of Istanbul, it covers associated transportation and accommodation costs on the condition that NEXT4BIZ notifies the Company in advance, obtains its approval, and submits all receipts.

6.3. NEXT4BIZ holds the right to suspend all services provided to the Company or to terminate the Agreement if the Company does not pay the invoice(s) within 7 (seven) business days following written notice to the Company. .

ARTICLE 7. INTELLECTUAL PROPERTY RIGHTS

7.1. NEXT4BIZ owns all Intellectual Property Rights, financial rights, and moral rights of the Products subject to this Agreement, including but not limited to, software, source codes, brands, patents, know-how, modeling, designs, databases, data flow templates, interfaces, Product fliers and pages, algorithms and process management methods provided by NEXT4BIZ. NEXT4BIZ accepts and declares that it is the legal holder of the copyright of all Products provided to the Company, and therefore, is responsible for claims and lawsuits by third parties to the Company concerning an allegation of violation of intellectual property rights, and it will hold the Company harmless from and against such claims. .

7.2. The rights specified in 7.1 are not hereby transferred or assigned; but rather licensed (made available for use by the Company) under the provisions and terms and conditions of the Agreement. Under any circumstances, the Company cannot transfer to third parties the license to use it obtained as part of this Agreement. The Company or its users cannot issue sub-licenses to Third Parties; cannot copy this license; cannot change or interfere with the Products; cannot reverse-engineer or retrieve the source code; and cannot generate any benefits in violation of the Agreement.

7.3. Should the Agreement be terminated for any reason, the Company accepts, declares, and commits to immediately stop using the Product and to return or dispose of, without the need for further notice, any digital or print documents provided by NEXT4BIZ, including training documents and user manuals, pertaining to the Product(s).

ARTICLE 8. CONFIDENTIALITY

8.1 The Parties agree to consider as “confidential information” any and all written, visual, electronic technical, and commercial information that they may obtain from each other as part of this Agreement and its appendices, in relation to the Agreement, or during the implementation of services subject to the Agreement, including but not limited to product and service prices, know-how, methods, development, applications, inventions, design, interfaces, pages, models, any and all information but particularly the identities and addresses of the Company, its employees and customers, professional knowledge, any and all information on customers, personal data under the Law No. 6698 on the Protection of Personal Data, any technical methods or information that the Company desires to keep secret from rival companies, as well as all computer programs, designs, concepts, techniques, processes, methods, systems, cycles, formulas, experimental work, experimental development, developing work, software source codes, and founding and software development information belonging to NEXT4BIZ.

8.2. Each Party must safeguard the Confidential Information obtained from the other Party as securely as it protects its own and is prohibited from disclosing the Confidential Information to Third Parties.

8.3. The below exceptions will not be considered Confidential Information:

8.3.1. Information already known by the receiving Party before obtaining the Confidential Information from the sharing Party;

8.3.2. Information already disclosed and known by the public prior to a Party sharing the Confidential Information;

8.3.3. Information that is the same as the Confidential Information obtained by a Party from Third Parties legally and in the absence of a confidentiality obligation;

8.3.4. Information that is obliged to be disclosed in compliance with legal responsibilities and requests by administrative authorities, judicial authorities, or court orders.

8.4. The confidentiality obligation on Parties stipulated by this article is not limited to the duration of this Agreement and continues after the termination of the Agreement for any reason.

8.5. When the Agreement is terminated for any reason, any personal data produced by the Company or pertaining to its customers that are accessed by NEXT4BIZ to provide services as part of this Agreement will not be saved by NEXT4BIZ under any circumstances. This data will be destroyed or returned to the Company if it is to be saved for professional reasons.

8.6. NEXT4BIZ commits to keep all Personal Data communicated by the Company secure in compliance with the Turkish Law and particularly with Law No. 6698 on the Protection of Personal Data (“Law”) and the related regulation. NEXT4BIZ will take the necessary technical and administrative precautions under the Law on the Protection of Personal Data and other applicable regulations to prevent the illegal access of this data and to limit the processing of the data to the designated purpose and the legally required period. The commitment of Next4biz for the protection of personal data is available on the link. NEXT4BIZ commits as well to keep all Personal Data communicated by the Company secure in compliance with General Data Protection Regulation for European companies or with CCPA (California Consumer Privacy Act) for the companies based in the United States of America. NEXT4BIZ will take the necessary technical and administrative precautions according to GDPR of CCPA to prevent the illegal access of this data and to limit the processing of the data to the designated purpose and the legally required period. 

8.7. NEXT4BIZ commits to authorize its employees and other people working on its behalf to access and process data in accordance with the legislation on the protection of personal data; to take all necessary precautions to prevent its employees, contractors, and other people working on its behalf from disclosing  access passwords/methods and the information they obtain through their access authorizations; to inform its employees, contractors, and other people working on its behalf of their obligations under the Law and other applicable regulation; and to require its employees, contractors, and other people working on its behalf to commit to comply with the terms of this Agreement even if they leave their place of employment after the signing of this Agreement. The Privacy Policy of Next4biz is available on the link.

8.8. The Company must take the necessary administrative and technical precautions and sign contracts with the persons serving for using the products and services including its employees or suppliers, etc. with whom it shares Confidential Information if necessary and user passwords, to ensure password security and use in compliance with the Agreement purpose and with relevant Law and regulations  to prevent the violation of the rights of Third Parties. The Company agrees and acknowledges that the persons such as its employees or suppliers authorized to use the license of next4biz shall accept and comply with the rules of “end-user agreement”.  To this end, the Company follows NEXT4BIZ announcements on information security precautions and strives to boost user awareness. Important Notices on the Management of Personal Data When Adapting and Using the next4biz Product are stated here.

8.9. The data controller for the personal data to be processed as part of the Product is the Company. Therefore, the Company is responsible for obtaining permissions before sending commercial messages to third parties and to store and process personal data, as well as for keeping all permissions and consents up to date. 

8.10. The Company will include appropriate information in the cookie, confidentiality, and privacy policies on its website to help track visitor activity, users reading marketing emails sent by the Company, the number of clicks, and other digital activities of concerned persons and Company customers.

8.11. The Parties mutually declare that employees who provide the services will be sufficiently trained to ensure the necessary information security required by their work and will gain sufficient awareness on the matter and that they will ensure legal assurance through the necessary contracts. 

Penetration tests of products provided by Next4biz in the SaaS model are carried out periodically and executive summary reports are shared with relevant customers on demand.  Regulative  or self-assessment security tests in categories such as penetration, IDOR etc., additionally any attack tests and/or surface scan reviews due to frameworks and vectors such as NIST, MITRE, OWASP, performance tests, sending malicious requests, DDOS tests are prohibited.

8.12. Upon Company request the integration of any other third-party product with next4biz product can only be established via the API created by NEXT4BIZ specifically for this purpose. In such a case, the “API Usage Additional Protocol” is signed between the Company, NEXT4BIZ, and the Third Party with whom the integration will be established. The Company will determine the scope of authorization to the third party to access Company data on next4biz to establish integration. The Company and its Supplier will be jointly responsible for all direct and indirect damages as well as all legal, administrative, and penal decisions and fines stemming from the unlawful use of any data accessed via the API or from any violations to the Law on the Protection of Personal Data and related regulation. NEXT4BIZ cannot be held responsible for any acts, transactions, or indirect consequences deriving from the use of API.

ARTICLE 9. FORCE MAJEURE

9.1. Any causes that temporarily prevent or render it impossible for a Party to fulfill its obligations including but not limited to natural disasters, fire, explosions, civil wars, wars, uprisings, civil commotions, calls for mobilization, strikes, lockouts, pandemics, epidemics, internet outages, problems stemming from internet providers, technical break and malfunctions, and the acts and operations of public authorities are considered Force Majeure.

9.2. The Affected Party will inform the other Party in written communication as soon as possible about the impact and the estimated duration of the Force Majeure event. Moreover, the Affected Party will immediately expend the utmost effort to eliminate the negative impacts of the event to resume its obligations and commitments under this Agreement.

ARTICLE 10. DURATION OF THIS AGREEMENT

10.1. This Agreement is valid for 1 (one) year upon signature receipt.

10.2. Either Party is entitled to terminate the Agreement by sending a prior written notice to the other Party at least 30 (Thirty) days before the expiry date of this Agreement. Unless this Agreement is terminated by either of the Parties as such, the Agreement shall be automatically renewed for periods of 1 (One) year without any further notice or process.

10.3. In the event of termination of the Agreement for any reason, the Customer shall, within a maximum period of one (1) week, either annihilate all data retained within the Product files or transfer and preserve such data beyond the confines of the Product files and shall formally communicate the cessation of the Product’s utilization to the Partner in writing.

10.4. The validity of some clauses that must continue (due to their nature regarding confidentiality, etc.) after the termination of the Agreement, shall persist beyond the termination of the Agreement.

ARTICLE 11.  LIMITATION OF LIABILITY

In no event the total liability of NEXT4BIZ towards the Company for all direct or indirect, positive or negative damages stemming from this Agreement may exceed the total amount of the license fees paid to NEXT4BIZ by the Company over the last 6 (six) months.

ARTICLE 12. NOTIFICATION AND COMMUNICATION

The addresses included in Article 1 of this Agreement are the notification addresses for the Parties. All actions legally requiring written notification such as termination of the Agreement will be communicated through written notice to these addresses. Messages delivered to the email addresses agreed upon by each Party concerning the requests and provision of services related to other works and operations included in the Agreement will be considered valid by the Parties.

ARTICLE 13. SEVERABILITY

If any of the provisions of this Agreement is rendered invalid by any competent court, this Agreement shall continue to be in effect together with the remaining provisions considering the general systematic and intended purpose of the Agreement as if such invalid provision had never been incorporated into the Agreement. Any interpretation of the provisions of the Agreement shall be made according to its intended purpose.

ARTICLE 14. NON-WAIVER

No failure or delay by either of the Parties to exercise any or some of its rights under this Agreement shall be interpreted as a waiver of such right or preclude any other or further exercise thereof.

ARTICLE 15. EVIDENCE

The Parties’ books and records, written or digital documents containing authorized signatures and electronic consents of Parties, as well as the records stored in the digital environment will be considered as valid evidence between the Parties agree to this provision as a contract for evidence according to the related articles of the Code of Civil Procedure.

ARTICLE 16. GOVERNING LAW AND JURISDICTION

This Agreement is governed by Turkish Law. All disputes stemming from or concerning this Agreement will be resolved by arbitration in compliance with the Arbitration Rules of Istanbul Arbitration Center. The rules concerning the emergency arbitrator will not be applied. The arbitration location is Istanbul. The arbitration language is English. There will be 3 (three) arbitrators.

ARTICLE 17. PROHIBITION OF REPRESENTATION OF THE PARTIES

No provision of this Agreement shall be interpreted as making either Party the legal representative, agent, or joint partner of the other, nor shall it be construed as implicitly granting either Party the authority to represent the other, to undertake commitments or assume obligations on behalf of or in the name of the other Party, or to bind the other Party in any manner.

This Agreement consists of 17 articles, four pages and three appendices and is signed by the Parties in 2 (two) original copies on ………………. Stamp duty deriving from this Agreement will be equally shared by the Parties. The Company will pay the complete amount of the stamp duty and will invoice half of the amount to NEXT4BIZ.

APPENDICES:

APPENDIX 1. UNIT PRICES OF PRODUCTS AND SERVICES
APPENDIX 2. LIST AND PRICES OF PRODUCTS AND SERVICES THAT THE COMPANY REQUESTED TO PURCHASE
APPENDIX 3. SIGNATURE CIRCULAR OF PARTIES