Sales Agreement

Termination and Duration of the Agreement

Subject:

Duration: 06/12/2023 – 05/12/2026

1. PARTIES

2. SCOPE OF THE AGREEMENT

Subject: MOOWIFI Sponsor-Based Hotspot Service

Product Name: MOOWIFI Guest …..

Speed: Up to …… Mbps, synchronous (free of charge)

Product Price: ………$ + VAT

Prices do not include 18% VAT.

3. RIGHTS AND OBLIGATIONS

• The HOTSPOT SERVICE PROVIDER, .................................. A.Ş. will provide synchronous sponsor-based internet up to 250Mbps for guest usage at affiliated addresses and synchronous ad-free internet connection up to 10Mbps for company staff usage.
• The Service Provider, regarding the provision of WIFI service, is free to use any technology it deems appropriate within the framework of its specified applications and service requirements. The Service Provider is also free to change the technology it is using at any time by notifying the Customer.
• The Service Provider is obligated to provide the services committed during the contract period.
• The Service Provider may use the BUSINESS traffic information indefinitely in any way it deems fit for performance of its obligation and for some statistical evaluations. It can classify and store them indefinitely on a database.
• According to the Law No. 5651 regarding the use of wireless guest internet, LOGGING is the responsibility of the Hotspot Service Provider.
• In the event of the cessation or interruption of the guest internet broadcast service covered by the contract due to reasons caused by the Hotspot Service Provider, the Hotspot Service Provider company commits to solving the problem within 4 hours.
• The Service Provider commits not to share 5651 log information of individuals using the internet in the business area with third parties other than State Institutions.
• The Customer will provide 2 (two) square meters of space for antenna and outdoor cabinet installation for internet connection on the building roof.
• The Customer will prepare the network line between the incoming internet connection and the switch, as well as the power installation for this line, for the service provider.
• The Customer agrees and undertakes to keep confidential indefinitely any information learned about this AGREEMENT and, therefore, the Hotspot Service Provider, regardless of the termination of this AGREEMENT for any reason.
• The Hotspot Service Provider is obligated to complete the installation and start the service within 15 days after the signing of the contract. If the service does not start within this period, the Customer has the right to unilaterally terminate the contract without notice and demand damages in case of any harm.
• Technical details, after the installation is completed, such as device serial numbers, external IP addresses, and similar information, will be added to the contract after obtaining the customer's signature through an additional protocol.
• In the addresses affiliated with HOTSPOT SERVICE PROVIDER .................................. A.Ş., it is committed not to send messages that will disrupt the security of society, violate the constitutional regime and state against personality rights on the Internet. Otherwise, HOTSPOT SERVICE PROVIDER will accept all responsibility.
• The CUSTOMER may notify the counterparty indefinitely that the service may be closed, access may be restricted, or the subscription may be terminated, and the restriction or cessation of the SERVICE does not replace the UNDERTAKING, the SERVICE PROVIDER cannot request a fee from the SUBSCRIBER until the end date of the contract.
• HOTSPOT SERVICE PROVIDER .................................. A.Ş. will not physically or electronically access the network devices, servers, hard disks, and other devices in its network, nor interfere with them, cause harm, or disrupt the service.
• In necessary cases, .................................. A.Ş. Company has the right to change the technical configuration of its devices.
• HOTSPOT SERVICE PROVIDER is not responsible for problems caused by interventions made by third parties other than employees of the Hotspot Service Provider in devices under its responsibility. Other .................................. A.Ş. will not be held responsible or liable for any faults.
• The Parties agree to keep all terms of this Agreement, as well as the work they will carry out within the scope of this Agreement, under their own responsibility. They accept all information and documents, whether directly or indirectly given to them during the performance of the services covered by the Agreement, as "Confidential Information." Confidential information includes all kinds of products, technology, procedures, programs, financial information and goals, data, know-how, design, software, customer list, and similar information that they have communicated to each other in written and/or oral and/or electronic format. The Parties will keep this information confidential and take all security measures to prevent unauthorized use of this information by any unauthorized persons.
• In case of a violation of this provision by any of the Parties, it is essential to compensate for the resulting damage. This clause will remain valid even after the termination of the Agreement for any reason.
• The written addresses of the Parties are legal notification addresses. Even if one of the Parties changes its notification address in writing to the other Party without notifying the other Party, notifications made to the addresses specified in this Agreement will be considered valid until the notification of the change is delivered by registered letter or notary.
• The competent authority for the resolution of any disputes arising from this Agreement is Istanbul Courts and Enforcement Offices.
• The Hotspot Service Provider will provide users with a minimum online session time between 2 and 6 hours, and video ads will be a maximum of 30 seconds. Ads will be displayed only if approved in writing by the CUSTOMER.
• The Hotspot Service Provider will provide Mikrotik Firewall for use during the service period at the Customer's location.

4. FORCE MAJEURE

• In all cases legally considered as 'force majeure,' the Hotspot Service Provider is not obligated to perform or not perform any of its obligations under this AGREEMENT due to delay or incomplete performance.
• Such situations, including but not limited to, delays, incomplete performance, or non-performance, will not be deemed as default for the Hotspot Service Provider, and no compensation can be claimed from the Hotspot Service Provider under any name for these situations.
• The term "force majeure" will be interpreted as events beyond the reasonable control of the Hotspot Service Provider, which, despite taking necessary care, the Hotspot Service Provider could not prevent, including but not limited to natural disasters, riots, war, strikes, communication problems, infrastructure and internet failures, interruptions and restrictions applied by competent authorities, power outages, and adverse weather conditions.

5. TERMINATION OF THE AGREEMENT

If the Customer notifies the hotspot service provider two months in advance and the problem is not resolved within two months despite both parties warning about non-compliance with the terms of the Agreement, the Agreement will be terminated.

The duration of the AGREEMENT is 36 months from the effective date. If either party notifies the termination of the AGREEMENT in writing one month before the end of the period without waiting for the expiration of the period, the AGREEMENT will be considered terminated.

The AGREEMENT will be considered canceled if there is a transfer and a change of company by the Customer. The AGREEMENT cannot be transferred to a different company. No refund will be made. The Customer must inform about such situations in advance.

The AGREEMENT comes into effect on the date it is signed by the PARTIES. Each party may unilaterally terminate the AGREEMENT with immediate effect by written declaration in case of violation of the terms of this AGREEMENT.

6. PAYMENT

The Agreement was signed on .../.../20.., and the payment will be made via bank transfer.

7. OTHER PROVISIONS

• All taxes, stamp duties, and fees arising from the signing of this agreement will be paid by the customer.
• This agreement, consisting of 7 articles, comes into effect upon the signing by the parties.
• This agreement was signed by the parties on .../.../20... in 2 (two) copies.

MOOWIFI Communication and Automation Industry Limited Company

Kavacık Mh. Gürz Sokak No:4 D19 Beykoz/İstanbul
Tax Office: Beykoz
Tax ID: 6221893799
Tel: +90 850 441 11 61
Fax: (0216) 413 60 14
Email: [email protected]
Website: www.moowifi.com.tr