Sales Agreement

1. PARTIES

1.1. This terms and conditions create a contract between Menulux Information Technologies Ltd. Co. (hereinafter referred to as "Menulux") and you (hereinafter referred to as the "Customer"), regulating your use of Menulux software, applications, online services, and hardware. Your use of the services provided by Menulux is subject to your full acceptance of these terms and your compliance with them. By accessing or using Menulux services, you acknowledge that you have read and agreed to this agreement and its terms.

1.2. This agreement has been signed and entered into force on ../../.... between Menulux Information Technologies Ltd. Co., located at Kocaeli University Technology Development Zone, Vatan Cad. No:83 / B28 Yeniköy / KOCAELI, and ............................................................................................................................................................................................. located at ...................................................................................................................................................................................................................................................

2. DEFINITIONS

2.1. CUSTOMER: Restaurant, café, canteen, buffet, bar, bakery, market, retail, leisure facility, entertainment center, hotel, etc., as the end-users of Menulux products and services, and their managers.

2.2. DEALER: The real or legal person authorized to sell Menulux products and services to customers, as specified on Menulux websites.

2.3. SOFTWARE: The program installed on a device or available online, such as Menulux POS System, Menulux POS Display, Menulux Portal, Menulux GMP3 Integrator, etc.

2.4. APPLICATION: The program or software that runs on mobile and wearable devices, such as Menulux Waiter, Menulux Manager, Menulux Tablet Menu, Menulux Watch, etc.

2.5. SERVICE: Cloud-based software, online services, software-as-a-service (SaaS), including Central Management, Stock Management, Online Ordering, Online Payment, TSM Integration, Yemeksepeti Integration, Waiter Call Service, Financial Reporting, E-Invoice, etc.

2.6. CUSTOM APPLICATION: Promotional, digital menu, ordering, and payment applications developed specifically for a customer and published on web pages and mobile application stores.

2.7. KNOW-HOW: The knowledge and documents obtained during the research, design, and development processes of R&D and product development projects conducted by Menulux.

2.8. DEVICE: Fixed or mobile devices, terminals on which Menulux software or applications are installed and made available for use by customer personnel, by activating with a license code.

2.9. LICENSE: The unique identification code, digital document enabling the operation of Menulux software and applications either online or on devices, while protecting Menulux's rights.

2.10. MAINTENANCE: Activities including software and application updates, annual renewal of licenses, online services on cloud platforms, and remote support services for Menulux software and applications.

2.11. SUBSCRIPTION: The annual usage rights of software and application licenses owned by the customer, defining the annual license renewal and maintenance services in the purchased licenses.

2.12. INSTALLATION: The process of creating a customer account, configuring menus, installing software on devices, licensing, and delivering the system to the customer in a ready-to-use state.

2.13. SUPPORT: Services provided to the customer in response to issues related to software, applications, services, devices, configurations, internet connection, infrastructure, etc.

2.14. TRAINING: Remote or on-site training services provided to the business personnel on the use of software, applications, and services.

3. SUBJECT AND SCOPE

3.1. The Customer's purchase, lease (subscription), and use of software, applications, and services are subject to this agreement. The Customer shall not assign or transfer its rights and obligations arising from the use of the applications and services to any third party.

3.2. The Customer must provide complete, accurate, and up-to-date information requested by Menulux and must accept this agreement. The Customer also acknowledges and declares that the person signing this agreement is authorized to represent the company.

3.3. Menulux grants the Customer a non-transferable license to use the software or applications on devices approved by Menulux, to the extent permitted by these terms and conditions. The Customer cannot transfer or redistribute the licensed application.

3.4. If the Customer intends to sell its device with Menulux software or application licenses, it must remove the licensed application from the device before the sale. In the event of the Customer's bankruptcy, transfer of the business, etc., all licenses are canceled and cannot be used.

3.5. The Customer acknowledges that compatible hardware, software, network infrastructure, and internet access (partially or continuously) are required to use the software, applications, and services, and that the performance of the services may be affected by these factors.

3.6. The Customer acknowledges that if it uses the software, applications, and services on a device not approved by Menulux, it may not have access to all features or content. The Customer also accepts that Menulux is not responsible for any issues that may occur on such devices and that all conditions in this agreement also apply to the use of such devices.

3.7. The Customer agrees that Menulux will send all communications related to itself via email (including WhatsApp, SMS, and other mobile communication applications). The Customer must keep its contact information up to date. Otherwise, notifications sent to the current email address are considered delivered.

3.8. The Customer must notify Menulux of any change in address within 15 (fifteen) days from the date of the change and update its address in the Menulux management portal. If the Customer fails to notify Menulux of the address change in this agreement, notifications sent to the address specified in this agreement will be considered valid.

3.9. The Customer may only use the software and services in compliance with all applicable laws, regulations, and rules and without infringing upon third-party rights. The Customer acknowledges, guarantees, and undertakes not to use the software and services for any other purpose. Menulux may monitor how the software, applications, services, and content are used to ensure that the Customer complies with these usage rules.

3.10. The development of additional features requested by the Customer, whether related to Menulux software, applications, and services or not, is considered an R&D activity and is billed on an hourly basis. All rights, including know-how, intellectual property, and financial rights arising from these developments, belong to Menulux. Customer-specific information such as turnover data, product sales figures, and product recipes that may cause harm to the Customer if shared with competitors cannot be shared with any third party by Menulux.

3.11. Menulux reserves the right to revise this Agreement and its annexes, subject to prior notification, and the exercise of this right is subject to the Customer's acceptance. In the event of the exercise of this right, the relevant changes will enter into force with the next use of the software, application, or service by the Customer. The Customer reserves the right to terminate this agreement if they do not accept these changes.

3.12. Some applications and services provided by Menulux are billed on a subscription basis. At the end of each billing year, unless canceled, the Customer's subscription is automatically renewed for 1 year under the same applications and services.

3.13. Menulux reserves the right to increase subscription and maintenance fees annually based on the local currency exchange rate within the framework of the agreements made. The Customer reserves the right to reject these increases or cancel their subscriptions by contacting Menulux at any time.

3.14. The invalidity, unlawfulness, or unenforceability of any provision of this Agreement or any expression contained therein does not affect the validity and effectiveness of the remaining provisions.

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1. The parties reserve the right to take necessary or appropriate measures to ensure compliance with any part of this agreement and/or to verify compliance. In the event of a party's breach of the conditions, terms, representations, and commitments set forth in this agreement, the other party reserves the right to take necessary measures and claim damages resulting from such breach.

4.2. In case there is any change in the information provided during the establishment of the customer's status, such information shall be updated immediately. Menulux may restrict, suspend, or terminate the customer's access to the software, applications, and services due to incomplete or inaccurate information or failure to keep the information up to date.

4.3. The customer is responsible for maintaining the confidentiality of the account, username, and passwords provided to access the services by Menulux. The customer acknowledges that any activity performed using the said information is deemed to be carried out by themselves, and they assume all legal and criminal responsibilities arising from such activities. In the event of unauthorized use or breach of account security, the customer must immediately notify Menulux. Menulux is obliged to promptly determine whether the customer's account has been used without authorization, and the customer shall not be held liable for unauthorized access occurring without their fault.

4.4. The customer agrees and undertakes to use the software, applications, and services only for lawful activities, refraining from uploading illegal content (including content they have no right to use, copyrighted or trade secret materials, etc.), and to comply with this agreement, its attachments, and the applicable legislation.

4.5. The customer acknowledges that their data may be stored by Menulux in data centers located in Turkey or abroad within the scope of providing the services, and that Menulux may use their data in accordance with the Personal Data Protection Law (PDPL) and perform certain statistical evaluations without sharing them with third parties. The customer also agrees that their data may be shared with competent authorities upon request in accordance with applicable legislation.

4.6. Menulux complies with the necessary legislation, policies, and procedures for the protection of customer data within the scope of PDPL. The customer acknowledges that they can delete their data based on requirements arising from applicable legislation and that Menulux is not liable for any damages that may arise within this scope, including lost or deleted data.

4.7. The customer agrees and undertakes not to misuse the systems on which the software, applications, and services are provided, or cause harm or hinder other users benefiting from these services in a manner that would prevent their functionality. The customer further agrees not to gain unauthorized access to Menulux services beyond the access granted to them.

4.8. While Menulux aims to provide the services with the highest level of service quality (99.9% uptime) and ensure 24/7 accessibility through advanced cloud infrastructure, Menulux agrees to provide any necessary support to ensure the customer's continuous access to the services, considering potential issues that may arise from internet providers, domain (DNS) providers, local network and device connections, power lines, local conditions, network infrastructure, and environment, etc.

4.9. The customer acknowledges that access to applications and services that require internet connection may be blocked or interrupted at various times. The customer acknowledges that access to and quality of.

4.10. The customer is solely responsible for the content they upload and the use of the applications and services. The customer acknowledges and agrees that they indemnify Menulux from any claims and demands (including legal fees and attorney's fees) that may arise from third parties regarding intellectual property infringements, content, and the use of applications and services that may be transmitted by third parties.

4.11. The customer agrees and undertakes not to modify, copy, adapt, reproduce, or attempt to create the source code of the Menulux software, applications, and services or engage in reverse engineering processes. The customer also agrees not to unlawfully change or disable security technologies included in the services.

4.12. The customer acknowledges that Menulux shall not be liable, regardless of the cause, for any special, indirect, or consequential damages, including but not limited to loss of use of the applications and services, loss of revenue, data loss, business interruption, or other commercial damages, even if the possibility of such damages was known to the customer and irrespective of the customer's liability under this agreement.

4.13. In case the customer requires support for the software, applications, and services, they may contact Menulux to request support via telephone and/or remote connection. Menulux undertakes to provide remote support within 24 hours and on-site technical support within 48 hours valid within the country. Menulux provides telephone support free of charge during business hours. Outside of business hours, remote connection and on-site technical support services are provided for a fee.

4.14. Menulux undertakes to provide free remote support to the customer through software and application updates to address any issues that may arise within the scope of the Menulux software, applications, and services. However, for problems that may arise due to the customer's internet connection, network infrastructure (cabling, cable breakage or damage), device, printer, and modem malfunctions and replacements, configuration and settings changes, etc., services are provided for a fee, regardless of whether they are provided remotely or on-site.

4.15. Menulux undertakes to provide the customer with remote or on-site training services for the operation staff upon the customer's request and for a fee, within the scope of the Menulux software, applications, and services. During on-site training, the customer must ensure an appropriate environment for the training service and uninterrupted provision of the training service. In case the provision of the service is interrupted due to the customer's fault and the duration of the training exceeds the planned time, Menulux reserves the right to charge additional fees on an hourly basis.

5. INTELLECTUAL AND PROPERTY RIGHTS

5.1. All rights, ownership, and benefits related to the Menulux software, applications, and services belong exclusively to Menulux. Under this agreement, a personal, worldwide, non-transferable, and royalty-free license is granted to the customer to use the applications and services. No provision in this agreement or other terms and conditions regarding the services shall be interpreted as the transfer of rights and benefits related to the applications and services to the customer.

5.2. Within the scope of this agreement, the customer grants Menulux the right to use, copy, transmit, store, and back up data and content in compliance with the Personal Data Protection Law (PDPL) and for the purpose of providing the customer with access to the services, provisioning the applications and services, and other related purposes, without sharing them with third parties.

5.3. The customer is not entitled to copy, modify, reproduce, subject the applications and services to reverse engineering, decompile the software underlying the applications, create derivative works from the applications, or in any way access the source code of the software underlying the applications.

5.4. The customer acknowledges and agrees that Menulux may collect and use data and relevant information on a regular basis, in compliance with the PDPL and without sharing them with third parties, to facilitate the provision of software updates, product support, and other services. Menulux may use this information to improve its products or provide new services or technologies to its customers in a way that does not personally identify the customer.

5.5. No right or license is granted to the customer regarding the Menulux name, Menulux logo, Menulux trademarks, service marks, and logos. The use of these trademarks, service marks, and logos related to Menulux's services, website, advertisements, or commercial appearance through its website is not permitted.

5.6. Menulux reserves all rights to its copyrighted works, trademarks, commercial and service marks, and other assets and information related to Menulux services, website, advertisements, and commercial appearance, and their use is subject to Menulux's written permission.

6. TERMINATION

6.1. If either party fails to comply with the provisions and conditions of this agreement, the other party shall have the right to terminate this agreement unilaterally by sending a message (email, message) to the non-complying party's email (including WhatsApp, SMS, and other mobile communication applications) address. This agreement shall remain valid until terminated by either party. The parties' rights under this agreement shall automatically terminate if the contract conditions are not complied with.

6.2. This agreement shall enter into force upon signing by wet ink signature or acceptance in electronic form and shall remain in force until terminated by either party.

6.3. Either party may terminate this agreement at any time without stating any reason and without paying compensation by giving a written notice of 1 (one) week in advance to the email address notified by the other party.

6.4. If one party fails to fulfill its obligations arising from this agreement in full and in a proper manner and the non-compliant party fails to remedy the non-compliance within the specified period after receiving a written notice from the other party, the notifying party may terminate this agreement. If the non-compliance is committed by the customer, Menulux shall have the right to suspend the customer's status until the non-compliance is resolved. If the non-compliance is committed by Menulux, the customer shall have the right to suspend the payments to Menulux until the non-compliance is resolved. If either party violates the current legislation, the other party may terminate the agreement immediately for just cause.

6.5. The termination of the agreement shall not extinguish the rights and obligations that have accrued until the termination date. Upon termination of the agreement, the customer shall be responsible for all fees and expenses incurred until that date and shall not be able to use the applications and services from the termination date. No refund shall be provided for prepaid (license and subscription) memberships upon termination.

6.6. Menulux has the right to store the customer's data in domestic and foreign data centers as long as this agreement is in effect. Within 1 (one) month following the end of the membership period or the termination of this agreement, the customer can retrieve their data without any charge. Menulux may charge a fee for requests made after the aforementioned period. The relevant fees will be specified as part of the application and service fees. Menulux may store the customer's data in compliance with the Personal Data Protection Law (PDPL) and without sharing them with third parties, and may delete them after 3 months following the termination of the agreement.

6.7. The violation of this agreement, failure to fulfill obligations in full, proper or timely manner, the application of a provision in a manner different from what is specified in the agreement, non-exercise or delayed exercise of a right or authority shall not be interpreted as a temporary or permanent waiver of the rights of the parties, or as approval of the current practice or modification of the provisions of the agreement.

6.8. The customer shall not use, distribute, or share any intellectual property, software, applications, designs, workflows, processes, and related documents belonging to Menulux without Menulux's permission. In the event of such situations, Menulux shall have the right to terminate this agreement immediately.

7. WAIVER AND INDEMNIFICATION

7.1. While Menulux strives to provide 24/7 accessibility and service quality at the highest level (%99.9) for the applications and services, it provides them with all their faults "as is" and "as available" to the extent permitted by applicable law.

7.2. In case of any disputes arising from this agreement, the parties acknowledge, declare, and undertake that their duly kept commercial books, records, electronic correspondences, and notifications, as well as records including WhatsApp, SMS, and mobile communication applications, will constitute valid and binding evidence in accordance with Article 193 of the Turkish Code of Civil Procedure (HMK).

7.3. The inability of the parties to enforce the provisions of this agreement, or their failure to comply with these provisions or any other provisions, shall not be deemed as a waiver of the provisions. The parties shall not be held liable for their failure to fulfill their obligations due to reasons beyond their control.

7.4. This agreement shall be governed by and construed in accordance with Turkish Law, and any disputes arising from the application of this agreement, liability arising from pre-contractual negotiations, and any disputes arising from the termination of this agreement shall be under the jurisdiction of the Courts of the Republic of Turkey, Kocaeli.

8. SIGNATURE

8.1. This agreement consists of 2 (two) copies and 8 (eight) articles, and 7 (seven) pages.

8.2. I have read the above clauses and I accept all the provisions stated in this agreement.