SOFTWARE SERVICE USAGE AGREEMENT PARTIES COMPANY: OBIFIN ÖDEME HİZMETLERİ A.Ş. (referred to as "COMPANY" throughout the Agreement) IDENTIFICATION NUMBER: 734 179 0383 Address: Mecidiyeköy Mah. Mecidiyekuyu Sok. No:28/A Şişli / ISTANBUL SERVICE RECEIVER: ……….. (referred to as "SERVICE RECEIVER" throughout the Agreement) IDENTIFICATION NUMBER: Address: ……….. E-mail: ……….. Tel: ……….. I. DEFINITIONS Parties: Refers to "COMPANY" and "SERVICE RECEIVER" together within the scope of the agreement. Service/Services: Encompasses all works agreed upon by the COMPANY, detailed in the attached service form of the contract. Software: The software named "OBIFIN," all intellectual and property rights of which belong to Obifin Ödeme Hizmetleri A.Ş. Website: Defines the web address where the software is hosted. API (Application Programming Interface): Defines the infrastructure that allows the processing of data requested by the "SERVICE RECEIVER" from banks. Web service: Defines the infrastructure that enables the transfer of data requested by the "SERVICE RECEIVER" from banks to other programs. Non-banking transaction: Defines transactions outside the banking system to be manually processed by the "SERVICE RECEIVER" (Opening Balance, Payment Receipt, Collection Receipt, etc.). Trial Period: Defines the period specified in Annex 1-Service Detail Form attached to the contract. II. SOFTWARE USAGE (USAGE RIGHT) All intellectual/property and usage rights of the software belong to the "COMPANY." The "COMPANY" has the right to use and allow the use of the software in any way it wishes. This agreement does not impair these rights; it only provides a singular usage right within the scope of the payment and duration conditions agreed upon by the parties. The SERVICE RECEIVER acknowledges, declares, and undertakes that it does not own the copyright, source code, or license of the software and that they belong to the COMPANY. The SERVICE RECEIVER cannot lease or sell the software under any circumstances, nor can it transfer the rights it possesses. V. RIGHTS AND RESPONSIBILITIES OF THE PARTIES V.A. RESPONSIBILITIES OF THE "COMPANY" The "COMPANY" undertakes that all necessary security measures for the secure access and usage of the software within the scope of the usage right will be taken. The "COMPANY" will not be liable for any damages or losses arising from the misuse of the software by the SERVICE RECEIVER, contrary to the detailed instructions provided to the SERVICE RECEIVER after the signing of this agreement. The "COMPANY" cannot be held responsible for any damages and losses arising from attacks on the SERVICE RECEIVER's site via the Internet or physical means and their consequences. The "COMPANY" cannot be held responsible for any damages and losses arising from the systems, internet infrastructure, and usage conditions of the SERVICE RECEIVER. The "COMPANY" reserves the right to make changes, maintenance, and updates to the software without prior notice and to release new versions. The SERVICE RECEIVER must evaluate whether to receive updated or new version-changed software services. The "COMPANY" will notify the SERVICE RECEIVER of any maintenance and updates to the software in a reasonable timeframe. The "COMPANY" will make reasonable efforts to ensure the continuity of the services provided to the SERVICE RECEIVER. However, the COMPANY does not guarantee that the services will fully meet the SERVICE RECEIVER's needs, be uninterrupted, error-free, or reliable. The SERVICE RECEIVER cannot hold the COMPANY responsible for any direct and/or indirect damages arising from the use of or inability to use any service/function provided under this agreement. The "COMPANY" cannot be held responsible for any damages and losses arising from extraordinary situations such as cyber-attacks, viruses, etc., which are impossible to control and initiate. The "COMPANY" is obliged to provide only the service items agreed upon in the contract and specified in Annex 1-Service Detail Form added to this agreement. It cannot be held responsible for fulfilling requests and services outside the service detail form. The COMPANY agrees, declares, and undertakes to provide support for the trouble-free use of the software subject to this agreement. The COMPANY agrees, declares, and undertakes to install the software subject to this agreement fully and properly, and to provide the necessary hardware and infrastructure resources. The COMPANY agrees, declares, and undertakes that during the lease agreement period of the SERVICE RECEIVER, when additional resources related to the software are needed, it will increase the resources for an additional fee. The COMPANY acknowledges, declares, and undertakes that it is responsible for resolving hardware and software-related problems occurring on the physical machines where hosting is provided. The COMPANY will reject support requests received from unauthorized persons other than the authorized persons communicated to the COMPANY in writing by the SERVICE RECEIVER. VI.B.RESPONSIBILITIES OF THE SERVICE RECEIVER The "Service Receiver" within the scope of this contract cannot share the password obtained for accessing the software with third parties. They cannot allow third parties to use the software subject to the contract. They cannot lease the right to use, whether paid or free. They cannot incorporate codes into the software and cannot claim services and rights in such cases. In the event that the "Company" detects such a situation, it shall have the right to unilaterally terminate the contract without assuming any obligation. The "Service Receiver" undertakes not to use the software and the website in a way that will cause damage, slow down, block, or prevent its healthy and secure operation. They agree not to use additional programs and software that will cause such damage, loss, and hindrance, and in the event of such a situation, they agree to bear all damages and losses. After the signing date of the contract, the "Service Receiver" will receive a clear usage guide specifying how the software will be used and how they will benefit from the services specified in the additional form attached to the contract. After receiving this guide in electronic format, they will be priced for requests for additional services and live support related to software usage, reporting, and improvements, based on the agreed hourly rate of the parties. In cases where these service items are purchased in top segment packages, additional pricing will be made without any special conditions. The "Service Receiver" undertakes not to reverse engineer the software and internet, not to share any material such as details and images entirely owned by the "Company" on the software and website, which will be considered as know-how, with third parties and in environments outside the process. Therefore, they accept and undertake to be fully responsible for all damages, losses, and losses that may arise both criminally and legally. The "Service Receiver" will perform content management, data entry, data editing, data deletion operations in the software themselves, and acknowledge, declare, and undertake that such and similar content management issues are outside the scope of the services received. The "Service Receiver" acknowledges, declares, and undertakes that they can only use the Software on server(s) owned by the COMPANY and that they do not have access permission to the servers. The "Service Receiver" undertakes that they will not violate the provisions of the Turkish Penal Code, the Turkish Commercial Code, Law No. 5809 on Electronic Communications, Law No. 5651 on Regulation of Publications Made on the Internet and Combating Crimes Committed Through These Publications, Trademark and Patent rights, and other relevant laws and regulations regarding the services they receive from the COMPANY, and in case of violation, they accept and declare that they will be solely responsible for any liabilities arising thereof. VI. USAGE RIGHTS PROCESSES The "Service Receiver" may, within the scope of the conditions specified in the contract, forward all requests, demands, and problems via email to the COMPANY from the moment they have access to the software. All correspondence, feedback, and result reports to be made between the parties from the date of signing the contract will also be retained by the parties. The "Service Receiver" who will have the right to use during the specified period in the contract can sign a top segment service contract at any time during this period and request new developments subject to the parties' agreement. The "Company" will attempt to provide uninterrupted service within the scope of the usage right, provided that it remains within the framework of the contractually packaged package, except for force majeure/extraordinary circumstances specified in the contract. Under these conditions, the "Service Receiver" will be able to use the software at any time within the scope of the usage right. VII. CONTRACT PERIOD The duration of the usage right is as specified in the attached Annex: 1-Service Detail Form to this contract. This period will be considered completed as of the day when the usage right period expires unless extended within the scope of the contract. On the other hand, if one of the parties to this contract does not terminate the contract in writing 30 days before the end date of the contract, it will be automatically renewed, and it will be billed according to the "contract fee" clause in the contract again. In addition, the "Service Receiver" has the right to terminate the contract after a notice period of 45 days without showing any reason. In this case, the COMPANY will not renew the period following the usage period in which the "Service Receiver" is located. The "Service Receiver" cannot request a refund of fees for the leasing period when they will not receive services from the COMPANY. As of the date of termination of the contract, the "Service Receiver" is obliged to pay their debts to the COMPANY. VIII. CONTRACT FEE The usage right subject to this contract has been priced within the scope specified in Annex: 1-Service Detail Form. The "Service Receiver" is responsible for making payments and/or payments on time within the terms specified in the Service Detail Form. The contract fee does not include VAT. For payments not made on time, default interest will be calculated based on the daily interest rate determined by the CBRT and will be reflected to the "Service Receiver" by the COMPANY. The "Service Receiver" can make payments and/or payments through the payment method agreed upon in Annex: 1-Service Detail Form. Regarding payment periods, for invoice amounts exceeding the maturity by 15 days, the COMPANY has the right to initiate legal proceedings within the scope of the relevant legislation. In such cases, for payments exceeding the maturity by 15 days, the usage right will be suspended, and the "Service Receiver" will not be able to access the software with the access password provided to them. All invoicing within the scope of the contract will be made in compliance with the Tax Procedure Law. The contract fee, which will continue automatically due to non-initiation of termination or termination by the parties, will be invoiced by increasing it by the annual average rate of CPI/WPI announced by the CBRT over the previous year, taking into account the end date of the contract. IX. FORCE MAJEURE Unless otherwise specified in this Agreement, neither the User nor the Company shall be deemed to be in default of their obligations arising from the Agreement to the extent that the performance of their obligations is prevented or detained due to force majeure. Force majeure refers to all events of an unpredictable and irresistible nature without the fault, error, or negligence of the party based on force majeure. The Parties in this Agreement have identified, without limitation, the main force majeure events as follows: laws and regulations by Turkish or relevant foreign authorities preventing, delaying, or making it impossible to fulfill obligations, war situations, strikes, lockouts directly affecting the parties, fire, earthquake, flood, other natural disasters, and terrorist events, lack of permission by official authorities for materials or personnel ensuring the full and complete provision of service to the User through internet access and power outage, or cancellation of permissions already obtained, and similar situations. The Parties have expanded the force majeure events prescribed by law with this article. In the event of force majeure, the aggrieved party shall (i) immediately inform the other party, (ii) make all efforts to eliminate the cause of non-performance, (iii) be exempted from contractual obligations until the cause is eliminated, and upon the elimination of this cause, perform all obligations. If the force majeure lasts more than 2 (two) months, any of the parties shall have the right to terminate this Agreement without compensation. The Parties shall not have the right to claim damages from each other due to force majeure reasons. X. TERMINATION CLAUSES In the event of termination of the Agreement by either party, regardless of the method, it is accepted, declared, and undertaken that all records and information belonging to the SERVICE RECEIVER will be deleted. XI. LEGAL DOMICILE AND RESOLUTION OF DISPUTES Any notifications, requests, and other notifications to be made within the scope of this Agreement will be sent to the addresses specified in this Agreement. The Parties acknowledge that the specified addresses are legal notification addresses, and they undertake to notify each other of any changes in these addresses within 15 business days; otherwise, notifications to the specified addresses will result in valid notification under this Agreement, with all consequences and results. The following attachments are integral parts of this agreement: ATTACHMENTS: ATTACHMENT 1 - Service Detail Form XIII. MISCELLANEOUS Any request and waiver not made in writing between the Parties shall not be valid. No changes can be made to this Agreement and its attachments unless mutually agreed upon and documented in writing. All discussions and correspondence made until the signature date of the Agreement will be deemed invalid since the Agreement has been agreed upon; all these processes will be deemed to continue through this Agreement. This Agreement and all its binding provisions are signed by the duly authorized representatives of the parties. All rights and obligations arising from the Agreement cannot be transferred to a third party. Stamp Duty arising from this Agreement will be declared by the COMPANY and invoiced to the SERVICE RECEIVER. No correction, addition, or waiver regarding this Agreement shall be valid or binding unless mutually agreed upon and documented in writing. If any provision of this Agreement becomes invalid and unenforceable due to non-compliance with legal regulations, except for the essential provisions of this Agreement, it does not render other provisions of the agreement invalid and ineffective. In such a case, the parties will cooperate in good faith to replace this provision with a similar applicable written provision and will maintain the integrity of this Agreement. This Agreement does not create an attorney-client relationship between the parties in any way and cannot be considered as representing one party as the representative of the other under any circumstances. No provision of this Agreement shall be construed as giving one party the authority to represent the other party as a distributor, dealer, agent, legal representative, partner, or under any other capacity, or to assume commitments or incur debts on behalf of the other party. The parties may not expand or limit their rights or obligations arising from the Agreement without the written consent of the other party. This can only be done through mutual written agreement. In case of any disputes or disagreements arising from this Agreement, Istanbul Courts and Execution Offices are authorized. This agreement, consisting of 13 articles and 10 contract pages, has been signed in two (2) copies on .... / .... / 202.. with the mutual consent and agreement of the parties. SERVICE RECEIVER COMPANY ............ OBIFIN ÖDEME HİZMETLERİ A.Ş.
Attachment 1 - Service Detail Form

Ref Number: .....

../../….

Dear ….,

The features of our online bank account transactions service are as follows.

FEATURES

Bank Integration

It provides unlimited bank integration, allowing you to view account transactions and current balance.

Data Access Security

Your data is safer with the following functions:

Day and Date Limit: Ability to restrict system entries according to days and hours

IP Limit: Ability to define access only to defined IPs

Multi-User: Ability to define multiple users for the same accounts

Bank Account Transactions

Account transactions of defined banks are listed.

Account Summary: These are the sections where the balances of the accounts are listed.

Account Transaction Report: This is the report page where account transactions are listed in bulk or by bank account.

Excel/Pdf: This is the function that allows the listed transactions to be output to Excel or PDF.

Transaction Grouping Module

The ability to define groups for transactions in accounts makes the accounts appear more meaningful.

Group Definition: This is the group definition page for accounts.

Group Matching: It is the function of assigning account transactions to a defined group while in account transactions.

Group Report: This is the page where the account summary is listed according to defined groups.

Group Detail Report: This is the page where account details are listed according to defined groups.

Current Account Module

In account transactions, incoming and outgoing movements of clients are tracked.

Current Definition: This is the current definition page.

Current Matching: It is the function of assigning the account transaction to the defined current while in the account transactions.

Debit/Credit: This is the page where the debt or credit of the current can be entered.

Current Report: This is the report page where the account summary is listed according to the current accounts.

Current Detail Report: This is the report page where account details are listed according to currents.

PRICING

Feature Name

Piece

Bank Integration

Unlimited

Account Transactions (Monthly)

…

Transaction Grouping Module

Unlimited

Current Account Module

Unlimited

TOTAL

…TL/Month

Excess Fees

Piece

Transaction limit exceedance fee

… TL

Notes:

1- Fees are monthly and have a 1-year commitment.
2- Our prices do not include VAT.

3- The offer is valid for … days.

4- No fee will be charged during the trial period of … days.

**Additional pricing will be charged for ERP Integration or other requested features/integrations.