1. PARTIES

This OKR and Culture Management Software User Agreement (“Agreement”) has been executed between,

1.1. Myliba LTD  (“Myliba”) which operates the myliba.com website (“Website”)

1.2. The person who is a member and uses the myliba.com website (“User”)

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 User, User’s use of the Portal and to define parties’ rights and obligations.

3. RIGHTS AND OBLIGATIONS

3.1. Myliba only provides the infrastructure related to the Portal and does not have any responsibility for the content created and shared on the Portal.

3.2. 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.

3.3. Myliba may share the User’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.

3.4. In the event that the user subsequently purchases a corporate account or package on behalf of himself or the organization he represents, or accepts the authorization given by corporate account, User accepts that Myliba will not be responsible for any transaction within the scope of the corporate account and that the relevant organization will be solely responsible.

3.5. User accepts 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 Myliba is not responsible for the inability to access or benefit from the Portal due to incomplete or untrue or outdated information.

3.6. User accepts and undertakes that the content created on the Portal is in accordance with the law and that the content will not cause any violation of rights.

3.7. Right to use the password created by the User in order to use Portal and obligation to ensure the confidentiality and security of this password shall belong to the User. User accepts that it shall be solely responsible for the damages faced by the User, third parties as a result of the use of the password by an unauthorized person, loss or handover of the password due to User’s or negligence and that Myliba shall not be liable for damages arising due to such events.

3.8. 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, User must supply its own virus protection system and provide the necessary protection.

3.9. All kinds of legal, administrative, and criminal liability arising from the use of the Portal by the User shall belong to the User. Myliba does not have any information or control over User’s 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 User 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 User will be recourse to the User to be paid at the first request.

4. INTELLECTUAL PROPERTY RIGHTS

​4.1. 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 User which is limited to the term of this Agreement. This limited right to use which is granted to the User 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.

4.2. User 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, User etc.) in exchange for fee or for free or in any way. 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.

4.3. I​t is strictly prohibited for User 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. ​User accepts that it shall not compete with Myliba and the Portal and it shall not support third parties acting with such purpose.

5. PRIVACY AND PROTECTION OF PERSONAL DATA

5.1. If the user is a user depending on a company, institution or organization, he/she accepts that he/she is notified that he/she is the data controller of the company regarding all his/her personal data.

5.2. The User undertakes that he will not unlawfully process the personal data of third parties, and that he fulfills all necessary permission and information activities in order to process the data of third parties on the Portal in accordance with the law. The user accepts, declares and undertakes that he knows that Myliba’s servers are located in Frankfurt, Germany.

6. LIMITATION OF LIABILITIES

6.1. User 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 User’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 User’s continuous use. Myliba does not undertake that the Portal shall be compatible with all devices or browsers.

6.2. Myliba shall not be liable for any hardware, system software/other software and network-related functions belonging to the User and relevant malfunctions, User’s network, internet connection, connection errors; damages arising from environmental and infrastructural factors of the User over which Myliba does not have control. User 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.

6.3. 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, User 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 User uses while accessing the Portal.

6.4. 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. User are solely responsible for the content created on the Portal and the use of this content and the Portal. User acknowledges that it has freed Myliba from all claims and demands (including litigation costs and attorney fees) may submit, third parties and institutions regarding content, service, intellectual property violations, and use of the Portal.

7. FINAL PROVISIONS

7.1. Myliba may terminate this agreement unilaterally at any time. Individual users can always close their accounts. Conditions for corporate use are reserved. If individual users choose to close their accounts permanently, all records and content will be destroyed, except for records that are legally required to be kept or that Myliba must keep to protect its rights or interests.

7.2. 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.

7.3. Myliba may change, update or cancel the terms of this Agreement by notifying the User by e-mail. Any provision that is changed, updated or repealed shall be binding on the User with the notification made to the User via e-mail. If the user does not accept the relevant change, update or cancellation, may terminate the membership.

7.4. I​stanbul Courts and Execution Offices shall have the jurisdiction with respect to disputes regarding this Agreement.

7.5. This Agreement shall enter into force on upon the User’s approval of the agreement on myliba.com website.