Licence and Service Agreement

This text is a translation. If it differs from the Turkish version, the Turkish version prevails.

1. Parties and documents

This agreement is between AppArch Teknoloji Bilişim ve İnovasyon A.Ş. ("AppArch") and the organisation named in the quote or order form (the "Customer"). The quote or order form, this agreement and the policies it refers to form the whole agreement; the quote prevails on price, term, limits and support. A person accepting for an organisation confirms that they are authorised to do so.

2. Definitions

Software: the AppArch server, panel and analyser (collector) images and their updates. Installation: one deployment of the Software on infrastructure the Customer controls, including every copy (pod, container or server) that uses the same database. Licence file: the RS256-signed file that sets the term, the modules and the project and member limits. Customer Data: the source code, findings, reports, user accounts and any other data processed in the Installation.

3. Licence grant

For the term in the licence file, AppArch grants the Customer a non-exclusive, non-transferable licence to install and use the Software for its own internal purposes, within the limits in the licence file. Affiliates or contractors may use it on the Customer's behalf; the Customer remains responsible for them. Each licence is for one Installation: it is bound to that Installation's installation code and may not be used on another Installation. To move the Software to new infrastructure, the Customer asks AppArch to release the licence and collects it again on the new Installation.

4. The Customer's responsibilities

The Customer provides and operates the infrastructure (servers, database, network, backups and TLS), keeps its installation key and credentials confidential, decides who may sign in, and keeps the Software reasonably up to date. The Customer is responsible for having the right to analyse the repositories it connects.

5. Limits

Project and member limits are counted per calendar month. Usage above a limit is first tolerated, for up to 7 days and 10%, while the panel shows a warning; after that the limit applies. There is no automatic extra charge; a lasting need is met by updating the licence.

6. Updates and support

During the term the Customer may download new versions from AppArch's image registry with its installation credentials. Support covers installation guidance and e-mail support on business days, unless the quote states otherwise. AppArch does not access the Installation unless the Customer grants access for a specific support session.

7. Customer Data

Customer Data stays in the Installation. AppArch does not host, receive or have access to it, and the Customer is the data controller for any personal data in it. Licence and update checks send only the installation identifier, an instance identifier and the Software version. If the Customer connects an AI provider, the details of the finding being resolved are sent to that provider under the Customer's own account.

8. Fees and payment

Fees, taxes, the term and the billing period (yearly or monthly) are set in the quote. Fees are in US dollars; payment may be made in USD, Turkish lira or euro. The TRY amount is calculated at the USD selling rate of the Central Bank of the Republic of Türkiye on the invoice date, and the EUR amount at the cross rate derived from that bank's USD and EUR selling rates on the same date. Fees are invoiced in advance for each billing period and paid by bank transfer within 15 days of the invoice date. The Customer commits to paying for the whole term; monthly payment is an instalment of that total and does not make the agreement terminable month by month. If payment is not made within 15 days of a written reminder, AppArch may suspend or decline to renew the licence.

9. Proof of concept

A proof-of-concept (PoC) licence is free, limited in time and provided as is, for evaluation only. It ends on its expiry date unless it is converted into a paid licence.

10. Intellectual property and restrictions

The Software, the rule catalogue and the documentation belong to AppArch. The Customer may not copy the Software beyond what the licence allows, sublicense or resell it, remove or bypass licence checks, or reverse engineer it except where the law expressly permits. If the Customer shares the licence file or installation credentials, bypasses licence checks, offers the Software to third parties as a service or resells it, or knowingly or persistently exceeds the limits, AppArch may terminate the agreement with immediate effect. In those cases the Customer pays a contractual penalty of three times the licence fee for the scope and duration of the misuse, calculated at AppArch's current list prices; AppArch's right to claim damages above the penalty is reserved.

11. Confidentiality

Each party uses the other's confidential information only for this agreement and protects it with reasonable care, during the term and for three years afterwards.

12. Warranty and liability

AppArch will provide the Software substantially as described in its documentation. Analysis and AI results can contain errors and must be reviewed by qualified people; the Software does not guarantee that every issue is found. To the extent permitted by law, each party's total liability is limited to the fees paid by the Customer in the 12 months before the loss arose, and excludes indirect loss, loss of profit and loss of data. The limit does not apply to intent, gross negligence, breach of confidentiality, infringement of intellectual property, misuse of the licence, the Customer's payment obligations, the contractual penalty, or liability that cannot be limited by law.

13. Term and termination

The agreement runs for the term set in the quote. Unless either party gives written notice at least 30 days before the end date, it renews automatically for the same term, and a new licence file is issued for each renewal. Fees for a renewal term are AppArch's current fees notified at least 60 days before the renewal; without such notice the previous fees continue. Either party may terminate for a material breach not cured within 30 days of written notice, and AppArch may terminate if payment is still outstanding 30 days after the reminder period. If the Customer ends the agreement early without just cause, the fees for the rest of the term become due. When the term ends, the licence file stops being valid and the Customer stops using the Software; Customer Data stays with the Customer, who may keep or delete it.

14. Law, jurisdiction and other editions

Turkish law applies, and the Istanbul Courts and Enforcement Offices have jurisdiction. This agreement covers installations on the Customer's own infrastructure. If AppArch offers a hosted (cloud) edition, it will be governed by separate subscription terms.

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• Data Security Policy
• Cancellation and Refunds