MYLIBA CORPORATE AGREEMENT
This OKR and Culture Management Software Corporate Agreement (“Agreement”) has been executed between,
1.1. Myliba LTD (“Myliba”) which operates the myliba.com website (“Website”)
1.2. The authorized user acting on behalf of the company or company, who is a member of the myliba.com website and approves this Agreement (“Company”)
2. SUBJECT OF THE AGREEMENT
2.1. The subject of this Agreement is to define terms and conditions regarding the provision of OKR and Culture Management Software (“Portal”) accessible at myliba.com to the Company, Company’s use of the Portal, and contents to be uploaded to the Portal by the Company and Company employees, consultants or business partners to whom Company has granted access (“Employees”), and to define parties’ rights and obligations.
3. MYLIBA’S RIGHTS AND OBLIGATIONS
3.1. Myliba shall provide the Portal to the Company with the services within the package preferred by the Company, in return for payment of the agreed fees.
3.2. Myliba shall ensure the security and integrity of the content recorded on the Portal.
3.3. Myliba only provides the infrastructure related to the Portal and does not have any responsibility for the content created and shared on the Portal.
3.4. Myliba has the right to make updates to the Portal, to publish new versions, releases, extended versions of the Portal, to add new features to the Portal or to remove existing features.
3.5. In case Myliba stops the operation of the Portal completely, copies of the information and content uploaded to the Portal by the Company will be delivered to the Company by Myliba.
3.6. Myliba may share the Company’s information with its legal advisors and authorized institutions in cases where it is required within the scope of a legal obligation, legally requested by the competent authorities or necessary to protect the rights of Myliba.
4. COMPANY’S RIGHTS AND OBLIGATIONS
4.1. Company accepts that it cannot benefit from the Portal if it fails to make agreed payments. However, free usage rights and demo presentations defined by Myliba for a certain period of time are not considered within this scope.
4.2. Company accepts that its billing and contact information provided during its subscription to the Portal are complete, accurate and up-to-date, and that it shall update such information in case of any change. Myliba is not responsible for the inability to access or benefit from the Portal due to incomplete or untrue or outdated information.
4.3. The Company declares that the user who approves the contract on behalf is authorized to represent the Company. The user authorized to represent the company is given administrative authority the administrative authority remains with the same person(s) unless the company notifies Mayliba in a legally valid manner or the administrator authorizes others. The Company accepts and declares that Myliba has no responsibility unless it specifically notifies in cases such as representation without authority or leaving the Company.
4.4. Company may authorise Employees and other users to view and take action on objectives, actions or other content associated with Employees and other users on their individually created Myliba accounts on the Portal. Full liability arising from the granting of access authorizations belongs to Company.
4.5. Company accepts and undertakes that the content created on the Portal is in compliance with the law and that the content will not cause any violation of rights. Ensuring that the content and other processes created and shared on the Portal comply with the law, and any responsibility that may arise in connection with the use of the Portal belongs exclusively to the Company. If Myliba suffers damage due to the use of the Portal in violation of this Agreement and the law, Company’s ability to benefit from the Portal may be partially or completely suspended.
4.6. Right to use the password created by the Company in order to use Portal and obligation to ensure the confidentiality and security of this password shall belong to the Company. Company accepts that it shall be solely responsible for the damages faced by the Company, its Employees and/or third parties as a result of the use of the password by an unauthorized person, loss or handover of the password due to Company’s or its Employees’ negligence and that Myliba shall not be liable for damages arising due to such events.
4.7. Precautions have been taken to ensure that the Website and Portal are free of viruses and malicious software. In addition, in order to ensure ultimate security, Company must supply its own virus protection system and provide the necessary protection.
4.8. All kinds of legal, administrative, and criminal liability arising from the use of the Portal by the Company and Employees shall belong to the Company. Myliba does not have any information or control over Company’s or Employees’ activities performed on the Portal or over contents generated or shared via Portal, and it has no direct and/or indirect liability for the damages faced by the Company, Employees or third parties occurring as a result of such activities, unless damage occurs due to Myliba’s fault. Within this scope, all kinds of requests made to Myliba by third parties and all damages of Myliba arising from the actions of the Company and/or the Employees will be recourse to the Company to be paid at the first request.
5. INTELLECTUAL PROPERTY RIGHTS
5.1. All systems within the Portal including images and designs, texts, logos, graphics; and all financial, moral and commercial rights of the Portal belong to Myliba. Myliba accepts to grant a non-exclusive and non-transferrable right to use (basic license) of the Portal to the Company which is limited to the term of this Agreement. This limited right to use which is granted to the Company shall not be interpreted in a way that would restrict Myliba to use any of its rights, especially right to grant licenses to other entities.
5.2. Company shall solely use the Portal within the scope defined by this Agreement and shall not lend this right or present it to the benefit or allow its use by of third parties (individual, institution, enterprise, company etc.) in exchange for fee or for free or in any way such as rent, apart from presenting it to Employees within the scope of the license it had obtained. Within this scope, it is strictly prohibited to copy, reproduce and/or use, distribute or process information, content and/or software used by Myliba within the scope of the Portal beyond the purposes set forth in this Agreement.
5.3. It is strictly prohibited for Company and Employees to involve in any activity that may threaten the security of the Portal or Myliba systems and/or may cause damage to the Portal, Myliba or other users, to access source codes of the Portal or Myliba systems without authorization, to copy, erase, change such information, or attempt to do such activities. Company accepts that it shall not compete with Myliba and the Portal and it shall not support third parties acting with such purpose.
6. PRIVACY AND PROTECTION OF PERSONAL DATA
6.1. Parties agree and undertake that they will process personal data in accordance with data protection regulations. The roles of data controller and processor between the parties are determined by this contract.
6.2. Company accepts that, regarding Employees and other data subjects whose personal data shall be uploaded to Portal, Company is the data controller within the scope of the data protection legislation and Myliba is the data processor.
6.3. Company accepts that it is under its sole responsibility to obtain the necessary approvals from all data subject persons, to provide transparent information to the persons concerned, and to fulfill the obligations under the relevant legislation.
6.4. Company declares that it knows that Myliba’s servers are located in Frankfurt, Germany, and will obtain the necessary approvals for legal compliance with the transfer of personal data abroad.
7. LIMITATION OF LIABILITIES
7.1. Company accepts that Portal is presented “As Is” at the date of signature of this Agreement and that Myliba does not claim or undertake to fulfill Company’s specific needs fully. Within the similar standards of the market, there may be certain defects, flaws, and interruptions at the Portal at a level that would not prevent Company’s continuous use. Myliba does not undertake that the Portal shall be compatible with all devices or browsers.
7.2. Myliba shall not be liable for any hardware, system software/other software and network-related functions belonging to the Company and relevant malfunctions, Company’s network, internet connection, connection errors; damages arising from environmental and infrastructural factors of the Company over which Myliba does not have control. Company accepts that the quality of its access to the Portal mostly depends on the service quality of the internet service provider it uses and that Myliba has no liability over problems arising from such service quality.
7.3. Myliba is liable for taking measures within similar market standards so that the Portal is free from viruses and similar malware. In addition to this, to provide ultimate security, Company and Employees shall provide virus protection systems on the devices they use for the Portal and ensure necessary protection. Myliba shall not be liable for data losses or data leaks occurred as a result of malware on the devices Company uses while accessing the Portal.
7.4. Myliba makes no warranties, express or implied, regarding commercial fitness, fitness for a particular purpose or use, or non-infringement under this Agreement. Myliba’s liability for any damages that may arise within the scope of this Agreement will be limited to the monthly fee determined for the purchased package in any case. Company and Employees are solely responsible for the content created on the Portal and the use of this content and the Portal. Company acknowledges that it has freed Myliba from all claims and demands (including litigation costs and attorney fees) that Employees may submit, third parties and institutions regarding content, service, intellectual property violations, and use of the Portal.
8. TERMINATION OF THE AGREEMENT
8.1. Agreement shall remain in force until one of the parties requests termination. Each party may unilaterally terminate the Agreement especially relying on grounds that the other party has violated a provision of the Agreement or applicable legislation, or without any reason, by delivering a 30 (thirty) days prior written notice to the other party.
8.2. In the event of a termination of this Agreement by the Company with valid reasons or by Myliba without valid reasons, fees of the months paid by the Company in advance but have not been used shall be refunded (in pro rata basis). The amount to be refunded shall be calculated by canceling used campaigns and discounts. Otherwise, the amounts paid in advance shall not be refunded.
8.3. Company may request that the content created on the Portal and the related records be delivered to it within 1 (one) month at the latest following the expiration of this Agreement for any reason. If Company does not make any request for the delivery of the content and related records within the specified period, the said content and its records will be destroyed and Myliba shall not be held responsible for the destruction of such records. Retention obligations arising from legislation are reserved.
9. FORCE MAJEURE
9.1. Parties shall not be liable for late or incomplete fulfillment of performances defined by this Agreement or non-performance in cases considered as force majeure event. Events occurring without reasonable control of the parties including but not limited to natural disasters, rebellion, war, strike, lockout, malfunctions of telecommunication infrastructure, power cuts and adverse weather conditions shall be considered as force majeure events. During the force majeure event, parties’ performances shall be suspended.
10. CONTRACT CHANGES
10.1. Myliba may change, update or cancel the terms of this Agreement by notifying the Company by e-mail. Any provision that is changed, updated or repealed shall be binding on the Company with the notification made to the Company via e-mail. If the Company does not accept the relevant change, update or cancellation, Company reserves the right to terminate this Agreement unilaterally and without compensation.
11. FINAL PROVISIONS
11.1. Parties accept the records of Myliba shall be binding and that the present provision shall constitute conclusive evidence in accordance with the 193rd article of the Civil Procedure Code.
11.2. Istanbul Courts and Execution Offices shall have the jurisdiction with respect to disputes regarding this Agreement.
11.3. This Agreement shall enter into force on upon the Company’s approval of the agreement on myliba.com website.