This Master Subscription Agreement ( this “Agreement ” ) between Ainen Group AŞ , headquartered in Izmir, Turkey (“ Ainen Group AŞ ”) and the customer identified in the Order (as defined in Section 1) (“ Customer ”) shall come into force on the date Ainen Group AŞ accepts the Order (“ Effective Date ”).
This Agreement supersedes all other agreements (including click-through or electronic agreements within the Solution) between Ainen Group Inc. and the Customer regarding the Solution. This Agreement applies to all future purchases of Ainen Group Inc. software and services by the Customer unless otherwise expressly agreed upon by the Customer and Ainen Group Inc.
1 DEFINITIONS
Affiliate means, with respect to a party, any legal entity that directly or indirectly controls, is controlled by, or is under direct or indirect common control with, or is a wholly owned subsidiary of, such party, where " control " means owning, directly or indirectly, at least 51% of the stock or equity interests of such entity.
Authorized Users means employees, agents and independent contractors of Customer and its Affiliates.
Customer Data means any code or data uploaded to the Solution by or on behalf of Customer (including Ainen Group A.S.).
Documentation means the technical documentation relating to the Solution included in the version of the Solution accessed by the Customer, which documentation includes all additions and modifications made by Ainen Group AŞ from time to time in accordance with this Agreement.
Maintenance means services and updates to the Solution as described in Ainen Group AS’s Support Policy available 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 AŞ.
Professional Services means training, credentialing and/or other professional services.
The meaning of the project is given at https://www.ainengroup.com/p/aishe-concept-introductions.html.
SaaS (software as a service) means software hosted and delivered from Ainen Group AŞ's managed cloud environment.
Solution means the Ainen Group AŞ software products specified in the Order, including all additions and modifications made by Ainen Group AŞ from time to time pursuant to this Agreement.
Subscription Term means the period of time for which Customer subscribes to the Solution specified in the Order.
Support means the technical support services of Ainen Group AS as described in the Support Policy available at https://www.ainengroup.com/p/help.html .
2 ORDER AND LICENSING
2.1 Unless the parties expressly agree otherwise in writing, this Agreement shall govern each Order. Each Order shall constitute a separate agreement between the parties and shall be subject to the terms set forth in this Agreement except to the extent that the Order provides for different or modified 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 license to use the Solution, together with the Documentation, for its own internal business use and the purpose of the Solution described in the Documentation during the Subscription Term.
3 AUTHORIZED USERS
3.1 Customer may allow its Authorized Users to use the Solution for the purposes permitted to Customer under Section 2.2, provided that the following conditions are met:
- only Customer may bring a claim against Ainen Group AS for any loss, damage or liability incurred or suffered by any Affiliate or Authorized User, and Customer shall ensure that no Affiliate or Authorized User shall assert or maintain any claim against Ainen Group AS for any matter arising in connection with this Agreement (whether based on breach of contract, tort or any other legal theory); and
- Customer will ensure that all Authorized Users comply with the terms of this Agreement and will remain liable for all acts and omissions of its Affiliates or Authorized Users.
4. USE RESTRICTIONS
Except as permitted under this Agreement, Customer will not, and will not permit any third party to:
- Using the Solution in a manner not in accordance with the Documentation;
- Do not attempt to copy (except for backup purposes where this is not a SaaS agreement), 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 portion of the Solution to a human-perceivable form, except to the extent that the law in Customer’s or an Affiliate’s jurisdiction requires it for purposes of integrating the operation of the Solution with the operation of other software or systems used by Customer or such Affiliate. Customer will provide Ainen Group AS with at least 30 days’ prior written notice prior to taking any such action, and no exception will apply if Ainen Group AS is prepared to take such action for a reasonable commercial fee or provides within a reasonable time the information necessary to enable such integration;
- Access any part of the Solution for the purpose of building a competitive product or service;
- Use the Solution to provide services to third parties;
- License, rent, lease, transfer, assign, disclose or otherwise commercially exploit the Solution; or
- Change any proprietary rights notices appearing in the Solution.
5 ASSESSMENT USE
5.1 Customer may access the Solution (or features of the Solution) as a free, trial, alpha, beta or early access offering (" Evaluation Software "). Unless otherwise agreed, use of the Evaluation Software is for Customer's internal evaluation only for a period of 10 days from the date Customer is first granted access to the Evaluation Software.
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 to make decisions on other business issues of the Customer. Upon completion of the Evaluation, the Customer shall cease use of and destroy all such Models unless the Customer purchases the Solution within three months of termination of access to the Evaluation Software.
5.3 Ainen Group AS 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 obligations of Ainen Group AS shall apply to the Evaluation Software.
5.4 Customer agrees to provide feedback regarding the Evaluation Software as reasonably requested by Ainen Group AS. Customer grants Ainen Group AS the fully paid and perpetual free right to use such feedback for the improvement of its business, products and services, provided that such feedback does not identify Customer as the source of the feedback. The Evaluation Software is subject to the provisions of Section 4 (Use Restrictions) to the same extent as the Solution.
5.5 Except for violations of Section 4 (Use Restrictions) and subject to Section 16.4 (Non-Excludable Liability), each party's liability in connection with Customer's use of any Evaluation Software shall be in the amount of $25,000.
6 SUPPORT, MAINTENANCE AND AVAILABILITY
6.1 Ainen Group AŞ will provide Support and Maintenance.
6.2 If the Customer has purchased access to the Solution as SaaS, Ainen Group AŞ shall comply with the Ainen Group AŞ Availability Policy available at https://www.ainengroup.com/p/privacy-policy.html.
7 PROFESSIONAL SERVICES
7.1 Ainen Group A.Ş. will provide Professional Services as described in an Order. Where Ainen Group A.Ş. provides other services at the request of the Customer in connection with an Order, such services shall be deemed to be Professional Services and shall be charged for such services at the rate set forth in the Order or, if no rate is specified, at a rate previously agreed upon by the parties.
7.2 Professional Services will be performed by Ainen Group AŞ at the location where the Professional Services will be performed, from Monday to Friday, during business hours, excluding national holidays.
7.3 Ainen Group AŞ grants the Client, during the Subscription Term, a non-exclusive, non-transferable, non-sublicensable license to use any training and other information materials provided during the performance of Professional Services or created during the performance of Professional Services to the extent necessary to enable the Client to use the Solution in accordance with the terms of this Agreement. Unless otherwise agreed in writing, previously purchased Professional Services and expenses, if not used, expire 1 month after the date of purchase.
7.4 The Client shall provide reasonable access, cooperation and information necessary to enable Ainen Group AŞ to perform the Professional Services.
7.5 Ainen Group AŞ personnel shall comply with any Customer rules or policies provided to them in writing while on the Customer premises.
7.6 Unless otherwise stated in the Order, the Client will be charged for travel and expenses (if any) incurred in providing the Professional Services.
8 EXPORTS
Each party will comply with applicable laws and regulations governing the export, re-export and transfer of the Solution and will obtain all necessary local and international authorizations, permits or licenses.
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 will continue for the duration of the Subscription Term unless terminated earlier in accordance with the terms of this Agreement.
9.3 Each Party has the right to terminate this Agreement and any or all Orders if:
(a) for any material breach that is not remedied within 30 days after written notice of the breach; or
(b) promptly on written notice if the other party becomes the subject of any insolvency proceedings or any proceedings relating to bankruptcy, administration, liquidation or assignment for the benefit of any or all of its creditors or enters into an agreement for the composition, extension or reorganisation of any substantial part of its liabilities.
9.4 Ainen Group AŞ shall have the right to terminate this Agreement and all Orders immediately by giving written notice:
(a) if Customer violates Section 4(c) (Use Restrictions) and Sections 12.5 or 12.6(a) (Customer Data); or
(b) if Customer believes that it is no longer legal or desirable for Customer to continue to operate or make the Solution available in the country in which it uses or accesses the Solution.
9.5 Except as otherwise provided in this Agreement, this Agreement and applicable Orders are non-cancellable and all fees are non-refundable.
9.6 In the event of termination or expiration 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) will survive the termination or expiration or expiration of this Agreement, together with all other provisions that are intended to survive the termination or expiration of this Agreement in order to accomplish the essential purposes of this Agreement;
(b) all licenses granted under this Agreement will immediately terminate and Customer will immediately cease using the Solution;
(c) each party shall return and make no further use of 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 which have accrued up to the date of termination and which existed on or before the date of termination shall not be affected.
9.7 Termination or expiration of an Order will not affect the validity of any 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, excise, export, import, value added tax or similar taxes (" Tax "). Ainen Group AŞ will display the applicable Tax as a separate line item on its invoice to the Customer.
10.3 Customer will be invoiced at least monthly or annually in advance for fees for the Solution, Professional Services, and applicable taxes unless otherwise specified in the Order. Customer will pay invoices within 30 days of the invoice date unless objected to 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 AŞ may suspend the Customer's access to Support, Maintenance and Solution if no payment is received within 60 days from the date of the invoice, following at least 14 days' written notice, and if such payment is not disputed in good faith on objectively reasonable grounds.
11 PROPERTY RIGHTS
11.1 The Solution and Documentation are the proprietary intellectual property of Ainen Group Inc. and its licensors. Subject to any license granted in this Agreement, Ainen Group Inc. retains sole and exclusive ownership of all rights, title and interest in the Solution, Documentation and other technology used to provide them.
11.2 All enhancements, modifications, corrections and derivative works made in or through the Solution shall be deemed to be part of the Solution for the purposes of this Agreement and shall become the property of Ainen Group AŞ.
11.3 Customer retains all rights, title and interest in (i) Customer Data, (ii) Models created by Customer, and (iii) prediction data generated by Customer through the processing of Customer Data through the Solution.
11.4 Ainen Group AŞ shall own any intellectual property rights provided or created by it during the performance of the Professional Services.
12 CUSTOMER DATA
12.1 The Parties shall comply with the Ainen Group AŞ Information Security Policy available at https://www.ainengroup.com/p/privacy-policy.html and the Ainen Group AŞ Data Processing Policy available at https://www.ainengroup.com/p/Data - Processing.
12.2 Customer shall comply with all applicable laws and regulations regarding the use of the Solution.
12.3 Ainen Group AŞ will only process Customer Data to the extent necessary to fulfill its obligations under this Agreement.
12.4 The Customer declares and warrants that it has the necessary rights and permissions to provide the Customer Data to Ainen Group AŞ.
12.5 The Customer shall not use or allow others to use the Solution for the following purposes:
(a) for any illegal or fraudulent activity;
(b) to violate the rights of others;
(c) threaten, incite, promote or actively encourage violence, terrorism or other serious harm;
(d) for any content or activities that promote the sexual exploitation or abuse of children;
(e) violate the security, integrity or availability of any user, network, computer or communications system, software application or network or computing device.
Subject to Section 12.6
12.7 If Customer is using the Solution as SaaS, Customer may not import or allow 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 enable unauthorized access to, disclosure of or corruption of information or software;
(b) data governed by the Payment Card Industry Data Security Standards or other financial account numbers or identification information;
(c) information governed by the U.S. Health Insurance Portability and Accountability Act;
(d) social security numbers (or local equivalents), driver's licence numbers or other government identification numbers;
(e) sensitive personal data (including special categories of personal data as defined under Article 9 and criminal data as defined under Article 10 of the EU and UK General Data Protection Regulation);
(f) Personal data of persons under the age of 16;
(g) Information subject to regulation or protection under the U.S. Gramm-Leach-Bliley Act, the U.S. Children's Online Privacy Protection Act, or similar foreign or domestic laws; or
(h) content that violates any third party's intellectual property rights.
12.8 Personal data listed in 12.6(b)-(g), which 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 AŞ shall have the right to delete Customer Data or suspend Customer access to the Solution:
(a) if Customer breaches Section 12.5 or 12.6;
(b) if the 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
(c) to respond to law enforcement or any other government authority.
12.10 Ainen Group AS will provide written notice as soon as possible of any action taken pursuant to Section 12.8, unless prohibited by applicable law. Ainen Group AS will use reasonable efforts to delete the offending Customer Data without suspending access to the Solution. If access to the Solution is suspended, Ainen Group AS will restore Customer access as soon as possible after the offending Customer Data has been deleted.
13 PRIVACY
13.1 “ Confidential Information ” means all information disclosed by a party or its Affiliates (“ Discloser ”) to the other party (“ Recipient ”) that is identified as confidential at the time of disclosure or is reasonably known by the Recipient to be confidential due to the nature of the information and the circumstances surrounding the disclosure.
13.2 Buyer:
(a) not to use Discloser's Confidential Information for any purpose other than this Agreement;
(b) not disclose such Confidential Information to any person or entity other than those who have a need to know;
(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 maintain the confidentiality of such Confidential Information.
13.3 If Recipient is required to disclose such Confidential Information by applicable law, court order or the rules of an exchange on which it is listed, Recipient shall first provide written notice to Discloser if legally permitted to do so. Recipient shall permit Discloser to intervene in the relevant proceedings to protect its interests in the Confidential Information within its control.
13.4 Confidential Information shall not include information from which the Recipient can demonstrate that:
(a) information that was rightfully in his possession or known prior to its receipt, without any restriction on disclosure;
(b) is or becomes publicly available without breach of this Agreement;
(c) was independently developed without the use of the other party's Confidential Information; or
(d) it has been lawfully obtained from a third party without breach of any obligation of confidentiality.
13.5 Recipient acknowledges that any unauthorized disclosure of Discloser's Confidential Information could cause significant harm to Discloser and that damages would not be a sufficient remedy.
14 WARRANTIES
14.1 Ainen Group AŞ guarantees 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 then-current Documentation for the applicable software version;
(b) the Solution is not subject to any “copyleft” or other obligation or condition requiring the disclosure, licensing or distribution of the Solution or any Customer software used with the Solution (including any source code);
(c) comply with all laws applicable to the operation of its business; and
(d) Professional Services will be provided in accordance with good industry standards by suitably qualified personnel using reasonable skill and care.
14.2 In the event of a breach of Section 14.1(a), Customer’s sole and exclusive remedy is for Ainen Group AS to use commercially reasonable efforts to correct any reproducible nonconformance. If such efforts fail within 30 calendar days of written notice from Customer, Customer may terminate the license to the affected Solution. Ainen Group AS will then promptly provide a pro rata refund of any prepaid license fees for the remainder of the Subscription Term for the applicable Solution calculated as of the date of termination.
14.3 The warranty in Section 14.1(a) shall not apply if any non-conformity results from:
(a) Customer uses the Solution in an application or environment other than that described in the Documentation; or
(b) Modifications to the Solution made by Ainen Group AS, authorized representatives of Ainen Group AS or without the express written consent of Ainen Group AS.
14.4 The Client acknowledges that the accuracy of the Models generated by the Solution is dependent on the Client Data used to generate the Models. Ainen Group A.Ş. makes no guarantees as to the accuracy, correctness or completeness of any Model used by the Solution in live operation or the predictions made by the Solution.
14.5 Ainen Group AŞ only gives the express warranties in this Agreement. All other conditions, warranties or other terms which might be included or enforced in this Agreement by statute, common law or otherwise are excluded to the fullest extent permitted by law.
15. COMPENSATION
15.1 Subject to Section 15.3, Ainen Group AS agrees to defend the Customer at its own expense (or settle at Ainen Group AS’s option) in the event that such claim alleges that the Solution infringes or misappropriates any patent, copyright, trademark or trade secret of such third party, and Ainen Group AS will 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 is or is likely to be subject to such a claim in the sole opinion of Ainen Group AŞ, Ainen Group AŞ shall have the following rights:
(a) replace the applicable Solution with functionally equivalent, non-infringing technology;
(b) obtain a license for Customer to continue using the applicable Solution; or
(c) terminate this Agreement or the license for the breaching Solution and refund a pro rata amount of the license fees prepaid for the remainder of the Subscription Term for the applicable Solution, calculated as of the date of termination.
15.3 The indemnification in Section 15.1 shall not apply in the following cases:
(a) If the Solution is modified by anyone other than Ainen Group AŞ;
(b) if the infringement occurs as a result of Customer combining the Solution with applications, codes or products other than Ainen Group AŞ;
(c) if an infringing version of the Solution continues to be used after Ainen Group AŞ has provided a non-infringing version; or
(d) if a breach of this Agreement gives rise to a claim of breach.
15.4 The foregoing shall be the Customer's sole remedy against any claim of infringement of third party intellectual property rights.
15.5 The Customer agrees to defend Ainen Group AS at its own expense against any third party claim arising from a breach by the Customer of Clauses 12.5 or 12.6 and the Customer shall pay all costs and damages finally awarded against Ainen Group AS by a court of competent jurisdiction in respect of any such claim.
15.6 The indemnifying party's obligations under this Section 15 apply only if:
(a) the other party shall notify the party making the claim in writing as soon as possible after becoming aware of the claim;
(b) the indemnified party does not accept any liability or fault;
(c) the indemnifying party is given sole control over the defense and settlement of the claim; and
(d) the indemnified party shall provide all reasonable assistance to the indemnifying party.
16. LIMITATION OF LIABILITY
16.2 Subject to Section 16.4, in no event will either party be liable for: (a) loss of revenues or profits; (b) loss of or damage to business reputation; (c) loss of use or business interruption; (d) wasted management or staff time; (e) loss of data; or (f) any indirect, incidental, special, punitive or consequential damages, whether in an action in contract or 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 any damages payable to the other party or, in the case of Ainen Group AS, to Customer or any Affiliate, for damages (whether for breach of contract, misrepresentation, negligence, strict liability, other tort or otherwise) under or in connection with this Agreement and all Orders shall be limited as follows. Each party’s liability for damages in any full calendar year following entry into force of this Agreement shall not exceed 100% of the total fees paid to Ainen Group AS in the immediately preceding calendar year (plus any fees payable). For any damages payable in respect of 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 either party's liability for:
(a) death or personal injury caused by his negligence;
(b) gross negligence or willful misconduct;
(c) its obligations under Section 15 (Indemnification);
(d) With respect to Customer: (i) breach of Section 4 (Use Restrictions) or 12.5 or 12.6 (Customer Data) and (ii) payment of fees;
(e) any matter which cannot be excluded or limited by law.
17 DEALERS
17.1 If the Customer makes any purchase through an authorized partner of Ainen Group AŞ (" Partner "):
(a) Instead of making payments to Ainen Group AŞ, the Client shall pay the applicable amounts to the Partner as agreed between the Client and the Partner; and
(b) Customer order details (e.g. the Solution the Customer is authorized to use, how the Customer's rights will be measured, the Subscription Term, etc.) will be as set out in the order placed between the Partner and the Customer and will be reported to Ainen Group A.Ş.
17.2 The Partners are not authorized to vary this Agreement or make any promises or commitments on behalf of Ainen Group AS and Ainen Group AS is not bound by any obligations to the Client other than those set out in this Agreement or in writing by an authorized Ainen Group AS 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 to be the amount paid or payable under this Agreement for the purposes of calculating the limit of liability in Section 16.3 (Limitation of Liability) and for pro rata refunds.
18 Ainen Group Inc. DATA
18.1 When Customers use the Solution, Ainen Group AS may collect and process data related to the use of the Solution as detailed in this Section 18. To the extent that this data includes personal data, Ainen Group AS is a data controller within the meaning of the GDPR and the UK GDPR and complies with applicable privacy laws and Ainen Group AS’s Privacy Policy available at https://www.ainengroup.com/p/privacy-policy.html.
18.2 User Metrics: When customers use the SaaS version of the Solution, Ainen Group Inc. may automatically collect and analyze data about customers’ use of the Solution using the User Activity Monitor (for a description of the User Activity Monitor, see https://www.ainengroup.com/p/aiman-help-documantation.html). This data includes technical logs, login frequency, number of deployed Models, and feature usage and interaction. For a complete list of all data points collected through the User Activity Monitor, please see the User Activity Monitor Report Types at https://www.ainengroup.com/p/aiman-help-documantation.html (collectively, “ User Metrics ”).
When customers use the on-premise version of the Solution, Ainen Group A.Ş. can only analyze User Metrics if provided to us by an individual user or the organization for which the individual works. The User Activity Monitor is also accessible by a customer’s administrative user, so customers can review their own User Metrics. For SaaS users, in addition to the data points collected through the User Activity Monitor, Ainen Group A.Ş. may collect user interaction and navigation data, including clickstream and mouse tracking. When Ainen Group A.Ş. uses User Metrics for any purpose other than those described in the Privacy Policy, personal data and Customer Data are anonymized in accordance with applicable law.
18.3 Metadata: When Customers use the SaaS version of the Solution, Ainen Group AS may automatically collect and analyze data that describes a Customer’s Customer Data, Models and Projects. This includes data points such as dataset summary statistics, dataset size, Project type, Model accuracy metrics, run times, Project and Model flags or errors, specific Models and plans run, and parameters of such Models and plans ( see https://www.ainengroup.com/p/assistant.html for explanation) (“plans”) (collectively, “ Metadata ”). When Customers use the on-premises version of the Solution, Ainen Group AS may only analyze Metadata if provided to us by an individual user or the organization for which the individual works. Metadata is always anonymized from personal data and Customer Data.
18.4 Contact Data: Ainen Group AŞ collects personal data from employees and personnel of customers when conducting business with customers, including as necessary to access 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 bill 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 SERVICE OF AISHE
19.1 The terms in this Section 19 shall apply to Aishe products or services (" Aishe Service ") and shall supersede any other terms to the contrary in this Agreement solely with respect to that AISHE Service.
19.2 Credits required to use Aishe (" Aishe Credits ") shall be consumed as detailed in the Ainen Group A.Ş. AISHE Service Consumption Table available at https://www.ainengroup.com/p/about-aishe.html .
19.3 Aishe Credits will 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 ) Customer purchases prepaid Aishe Credits prior to the end of the then-current Subscription Term and ( ii ) such Aishe Credits purchase is of at least the same value as those purchased for the then-current Subscription Term.
19.4 If the Customer continues to use the AISHE Service after consuming all prepaid Aishe Credits or after the applicable Subscription Period has expired, the Customer's use of the Aishe Service will convert to usage-based services (" On-Demand ") until the Customer purchases additional prepaid Aishe Credits. While using the AISHE Service On-Demand, the Customer will be billed monthly for the consumed Aishe Credits at the prices set forth in the Ainen Group A.Ş. AISHE Service Consumption Table. The Customer's On-Demand use 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 available at https://www.ainengroup.com/p/help.html . Support is only provided when the Customer uses prepaid Aishe Credits and not for On-Demand use.
19.6 If the Agreement provides for a refund of prepaid fees for the remainder of the Subscription Term, any refunds related to the AISHE Service will be for unused Aishe Credits only.
20 FULL AGREEMENT
20.1 This Agreement and all documents referred to in this Agreement are the complete and exclusive statement of the agreement of the parties 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 has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance, understanding or warranty (whether in writing or not) made by any person (whether or not a party to this Agreement) other than those expressly set out in this Agreement.
21 NOTIFICATIONS
21.1 All notices required to be given under this Agreement shall be in writing and delivered by hand, by email, by first class prepaid post or by registered post.
21.3 Notices to the Customer will be sent to the invoice address in the Order or to the address at the top of this Agreement.
21.4 Notification shall be deemed to have been given in the following cases:
(a) when received, delivered by hand or by e-mail; or
(b) if sent by first class prepaid post or registered post, the first working day after posting;
(c) five business days from the date of mailing for international shipments.
22 GENERAL
22.1 Unless expressly stated to the contrary, this Agreement does not create any right for a third party to enforce any provision of this Agreement.
22.2 If this Agreement conflicts with any terms of any Order, the terms of the Order will apply only with respect to the Solution and Professional Services covered by the Order. Any purchase orders placed by Customer shall be accepted solely for the convenience of Customer and shall not in any way modify, invalidate or supplement this Agreement, notwithstanding the acceptance of purchase orders by Ainen Group AS.
22.3 Any waiver or modification of the provisions of this Agreement will be effective only if made in writing and 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. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if part of it were deleted, the provision shall be enforced with any modification necessary to effect the commercial intent of the parties.
22.5 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall operate as a waiver of such or any other right or remedy and shall not prevent or restrict the further exercise of such or any other right or remedy. No single or partial exercise of any such right or remedy shall prevent or restrict the further exercise of such or any other right or remedy.
22.6 Ainen Group A.Ş. is an independent contractor and not an employee of the Client. At no time will either party make any commitment or assume any fees or expenses on behalf of or for the other party or be deemed to be the agent, partner, joint venturer, employer or employee of the other party.
22.7 Neither party may assign this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed; however, either party may assign any of its rights and/or obligations under this Agreement to any of its Affiliates or to any entity that acquires all or a substantial part of its assets; however, at all times, the assignee shall be in a position to perform the obligations of the assignor.
22.8 The Commercial Code (UCC), the United Nations Convention on Contracts for the International Sale of Goods and the Computer Information Transactions Act (UCITA) will not apply to this Agreement.
22.9 As defined in U.S. Federal Acquisition Regulation (FAR) section 2.101 , the Solution and Documentation are "commercial items" and are considered "commercial computer software" and "commercial computer software documentation" pursuant to U.S. Defense Federal Acquisition Regulation Supplement (DFARS) section 252.227, section 7014(a)(1) and (5). Consistent with DFARS section 227.7202 and FAR section 12.212, any use, modification, duplication, release, performance, display or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and is prohibited except as expressly permitted by the terms of this Agreement.
22.10 Neither party shall be liable for any failure to perform its obligations under this agreement due to causes beyond its reasonable control, including the actions of any government or government agency, such as blocking of internet traffic or any web pages (each a " Force Majeure Event "). The period for performance shall be extended for a period equal to the duration of the Force Majeure Event. If a Force Majeure Event lasts more than 30 days, either party may terminate the relevant Order by giving written notice to the other party.
22.11 The Client agrees that Ainen Group AŞ may refer to the Client by its trading name and logo in marketing materials and on its website and briefly describe the Client's business.
22.12 Ainen Group AS will maintain commercially reasonable insurance coverage for the duration of the Agreement with a reputable insurance provider in accordance with its obligations under the Agreement. Ainen Group AS will provide proof of such insurance to the Client upon written request.
22.13 Each party declares that the undersigned is duly authorized by all appropriate corporate or other acts necessary to enter into this Agreement.
22.14 Except as provided in relation to any SCC (Standard Contractual Clauses) agreed upon by the parties regarding the international transfer of Personal Data in accordance with Ainen Group A.Ş.’s Data Processing Policy, this Agreement and all disputes arising out of or in connection with this Agreement, its subject matter or its 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 submits to the exclusive personal jurisdiction and venue of these courts.
© 08.04.2025 AINEN Group Inc., Izmir