1-Parties

This is the User Agreement (“Agreement”) made between Meto Yazılım Anonim Şirketi (“MetoCRM”), located at Kume Evler Tekno Kent No:22 Yunusemre/Manisa, in the neighborhood of Muradiye Mah. Celal Bayar University Campus, and the customer (“User”) who will use the MetoCRM infrastructure within the scope of this Agreement. Under this Agreement, MetoCRM and the User will be referred to separately as “Party” and together as “Parties”.

2- Definitions

Services: All products, services, and modules provided by MetoCRM or Third-Party Service Providers through MetoCRM, including Health Tourism Management Software (CRM) and Third-Party Services.

Platform: The infrastructure consisting of paid packages, modules, and services provided by MetoCRM for Users to manage their health tourism operations, keep records, and manage sales processes.

Third-Party Services: All services offered to Users through the MetoCRM infrastructure or integration by third parties outside of MetoCRM. The services and modules received may vary according to the package. Examples of such services include Facebook advertising integration and Whatsapp chat integration. MetoCRM is responsible for the system integration of these services. The customer is responsible for paying the service usage fees.

3- Subject

This Agreement regulates the terms and conditions for the User to benefit from the Platform and the Services provided by MetoCRM or Third-Party Service Providers through the Platform, as well as the rights and obligations of the Parties. The terms and conditions for the use of the Services on MetoCRM, as well as the services, modules, and features that may be added to MetoCRM after the conclusion of this Agreement, as published, are an integral and inseparable part of this Agreement and constitute the entirety of the Parties’ rights and obligations along with the provisions of this Agreement.

4- Rights and Obligations

4.1 The User can create an account on MetoCRM and use the free features provided by the Platform without any payment as long as they meet the necessary conditions. The User agrees to provide MetoCRM with complete, accurate, and up-to-date information and documents that MetoCRM may request in order to benefit from MetoCRM and all other Services.

4.2. The User agrees to update the information they provided to MetoCRM immediately in case of any changes when creating their Platform account. MetoCRM is not responsible for any inability to benefit from MetoCRM or the Services due to incomplete or inaccurate information or outdated information provided by the User.

4.3. The User can benefit from the paid Services offered on the Platform by paying the subscription fees determined by MetoCRM. MetoCRM is free to determine the paid and free Services, and reserve the right to unilaterally provide paid Services for free, free Services for a fee, make changes to the usage periods, and define new packages.

4.4. The User can define authorized persons (“Authorized Users”) to use MetoCRM. The User will determine who the Authorized User will be and their level of authority within the Platform. The User will be solely responsible for all transactions made by Authorized Users on MetoCRM, and cannot claim ignorance of these transactions or that they were not authorized to make them. The User accepts, declares, and undertakes that they will ensure that Authorized Users comply with this Agreement and other rules and conditions determined by MetoCRM regarding the use of the Platform, inform Authorized Users about the training provided by MetoCRM on the use of the Platform, provide necessary information to Authorized Users, and be jointly responsible with the Authorized User for any violations.

4.5. The User is responsible for the use and management of all information that allows them to use the Platform, the confidentiality and security of their passwords, and ensuring that MetoCRM is used by authorized persons. The User agrees to be solely responsible for any damages suffered by themselves or third parties due to the unauthorized use, loss, or transfer of this information, except for damages resulting from MetoCRM’s fault. MetoCRM is not responsible for any damage that may occur, including data loss, despite complying with the necessary policies, legal obligations, and procedures to prevent data loss.

4.6. MetoCRM only provides the Platform and is not responsible for any information or documents created and/or shared through MetoCRM. The User agrees and undertakes that records and their content created by themselves on MetoCRM are correct and lawful, and that they will not infringe on any rights. It is solely the User’s responsibility to ensure that the content and processes created through the Platform comply with the relevant legislation, and to ensure that their output and backups are taken, stored electronically or physically, and to be solely responsible for any liability that may arise in this regard. The User may have their ability to benefit from MetoCRM’s entire or specific Services suspended due to the improper use of the Platform and Services. MetoCRM may delete information and content stored by the User in MetoCRM, including due to the requirements arising from the legislation. MetoCRM cannot be held responsible for any damages that may occur as a result of data loss, including lost data. The User is responsible for keeping copies of all information and content stored in MetoCRM.

4.7. The User acknowledges that their use of MetoCRM and the Services may be subject to limitations set by MetoCRM, including but not limited to monthly transaction and storage volumes, and that permanent access to integration with third-party platforms and inter-database transactions is not guaranteed. However, MetoCRM’s Enterprise package users can transfer the active backup of the database that depends on the basic structure of MetoCRM to a MySQL server they have specified, except for external services.

4.8. The User declares and undertakes that they are solely and exclusively responsible for the quality of the goods and/or services they offer to their customers, as well as for their compliance with the legislation, absence of defects, invoicing, and the delivery of the necessary contracts and documents to their customers, as well as for any after-sales services and support required.

4.9. Third-party services may be offered through MetoCRM, and integration with third-party platforms may be provided. The User acknowledges that MetoCRM is not responsible for any third-party services offered through the Platform or for the goods, services, or applications of Third-Party Service Providers, and that the User will use these services in accordance with the rules and conditions set by the Third-Party Service Providers.

4.10. In case of any technical issues with MetoCRM, the User shall make reasonable efforts to diagnose and identify the problem before contacting MetoCRM. If the User continues to require technical support, they shall notify MetoCRM with the necessary information related to the problem, including the product name, screenshots, and a detailed description of the issue. MetoCRM will make necessary efforts to provide support once the problem is reported in the stated manner. However, MetoCRM does not have any obligation to intervene or resolve any issues related to the products and services of Third-Party Service Providers.

4.11. MetoCRM reserves the right to make changes to the Platform, introduce new versions or formats of the Platform, or remove any services, modules, or features from the Platform without prior notice.

4.12. The User undertakes to comply with this Agreement, its attachments, the rules and descriptions of the Platform modules and features, the conditions related to the use of the Services as determined by MetoCRM, the law, and the principles of honesty in all their transactions related to the Platform and the Services. MetoCRM cannot be held responsible for any direct or indirect damages that may be incurred by the User or third parties as a result of the User’s activities on the Platform or their actions in violation of this Agreement and applicable legislation. Any claims by third parties in this regard will be directed to the User, and the User will be liable to MetoCRM for all direct and indirect damages resulting from their actions upon first request.

4.13. As the User’s additional developments within MetoCRM Enterprise package can go beyond the basic structure of the system, MetoCRM reserves the right to perform all other updates that affect the overall system for MetoCRM Enterprise users. The MetoCRM team will identify all developments that they decide may hinder the software’s operation and protect the User.

4.14. If the Enterprise User requests an update that MetoCRM has indicated may have adverse effects on their system, MetoCRM reserves the right to refuse such an update or charge for necessary fees for resolving any issues resulting from such an update.

5- Payment and Payment Terms

5.1. The User can benefit from the paid Services offered on the Platform by paying the fees declared on the Platform for each Service, in accordance with the payment terms and tools declared on the Platform.

5.2. The fees, payment terms, and effective dates for paid Services will be announced on the relevant sections of the Platform. MetoCRM reserves the right to change the fees at any time. Changes to the fees and payment terms of Service packages during the User’s membership period will not apply until the end of the package period. The new fees and payment terms will be valid at the beginning of the new package period.

5.3. If the renewed package fees are not collected within 3 (three) days following the start of the new period, MetoCRM may suspend the use of the relevant Service.

5.4. If the User informs MetoCRM within the first 14 (fourteen) days following the purchase of a paid Service package that they do not wish to use the relevant Service, the portion of the fee paid in advance for the period after the end date of the Service will be refunded to the User. If no advance payment has been made, the User will only be liable to pay the amount corresponding to the period from the purchase of the Service to its end date. Except for the situations specified in this clause, the User cannot request a refund for the package they have purchased for any reason.

5.5. The subscription packages purchased by the User will be automatically renewed at the end of each period unless otherwise requested before the end of the relevant Service package period.

5.6. Users who purchase the MetoCRM Enterprise package can stop receiving updates and request their own custom developments instead. If the additional development proposal sent by MetoCRM is accepted by the User, they can initiate the additional development processes by making the payment.

6- Intellectual Property Rights

6.1. All rights, title, and interest in and to the Platform, including all visuals, designs, graphics, and content provided by MetoCRM, are owned by MetoCRM. MetoCRM grants the User a non-exclusive, non-transferable, and non-sublicensable right to use the Platform during the term of this Agreement.

6.2. The User shall not use the Platform or the Services outside the scope set forth in this Agreement. The User shall not lend, lease, rent, or otherwise provide the right to use the Platform granted to it under Section 5.1 to any third party for any reason whatsoever. The User is strictly prohibited from copying, reproducing, and/or using the information, content, and software used by MetoCRM within the Platform beyond the scope of use specified in this Agreement, as well as from distributing and processing such information and content.

6.3. The User is strictly prohibited from taking any action that may compromise the security of the Platform or MetoCRM’s systems, or that may cause harm to the Platform, MetoCRM, or other users. The User shall not take any action that may impede the operation of the Platform or other software associated with the Platform, or that may prevent other users from benefiting from the Platform, including any attempt to overload the system or Platform with an unreasonable amount of traffic. The User shall not access MetoCRM’s servers or the source code of the Platform or MetoCRM’s systems in an unauthorized manner, nor copy, delete, modify, or attempt to access such information, or conduct any other experiments in this regard. The User shall not use or attempt to use any software, hardware, or servers in a manner that may disrupt or impair their operation, cause them to malfunction, reverse engineer them, or launch attacks against them, interfere with them, or attempt to access MetoCRM’s servers. The User agrees not to compete with MetoCRM or the Platform using any of the above methods, and not to support any third parties in doing so.

7- Limitation of Liability

7.1. MetoCRM aims to provide uninterrupted access to the Platform and the Services provided by MetoCRM, but it provides the Platform and the Services “as is” without any direct or indirect guarantee about the functionality and accessibility of the systems that enable the use of the Platform. The User acknowledges that the use of the Platform and the Services may be prevented, restricted, or interrupted at various times due to maintenance, repair, updates, quality of internet service providers, or other reasons arising from third-party systems, and MetoCRM is not responsible for such prevention, restriction, or interruption, and access to the Platform and the quality of such access depend largely on the quality of the relevant internet service provider. The User also acknowledges that MetoCRM is not liable for any problems arising from the quality of such service in case of problems related to the quality of the service provided by the internet service provider.

7.2. To the extent permitted by applicable law, MetoCRM shall not be liable for any direct or indirect damages, including but not limited to loss of profits, loss of data, business interruption, loss of reputation, loss of expected savings, and claims for damages that may arise due to the User’s use, misuse, failure to fulfill the commitments and obligations specified in this Agreement, or the operations on the Platform. MetoCRM shall also not be liable for any claims that may be made by third parties regarding the use of the Platform, all hardware, system software/other software, and network-related functions, and any resulting malfunctions, network, internet connection, connection errors, any changes, updates, and similar work carried out on the Platform, voltage fluctuations, battery and power cuts, virus infections, and other environmental factors.

7.3. The User is solely responsible for ensuring that the records created on the Platform, their contents, and all processes managed through the Platform comply with the relevant legislation, fulfilling the obligations set out in the relevant legislation, and complying with the rules, conditions, and agreements of Third-Party Services that they use in connection with the Platform, whether through integration with the Platform or otherwise. The User acknowledges that they hold MetoCRM harmless against any claims or demands that may be made by third parties related to intellectual property violations, products, services, contents, and any other aspects of the use of the Platform, including but not limited to any litigation costs and legal fees.

7.4. The User acknowledges that links or integrations may be provided on the Platform to other media or content that is not under the control of MetoCRM, and that such links or integrations do not represent any statement or guarantee regarding the media or content to which they are directed or with which they are integrated, nor does MetoCRM have any liability for such media, content, services or products, or their content.

7.5. To the extent permitted by applicable law, MetoCRM shall not be liable for any direct, indirect, special, incidental, or consequential damages, including but not limited to loss of profits, reputation or goodwill, arising from the use of the Platform, even if such damages include loss of revenue, data, or use. MetoCRM makes no express or implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The liability of MetoCRM for any damages that may arise within the scope of this Agreement shall in any event be limited to the payments made by the User to MetoCRM within the last 1 (one) year.

8- Duration and Termination

8.1. This Agreement shall enter into force on the date when it is approved by the User in electronic form and shall remain in force until terminated by one of the methods specified in this Article 8.

8.2. MetoCRM or the User may terminate this Agreement without cause and without compensation by giving 14 (fourteen) days prior notice. If the User breaches its material obligations under this Agreement and/or violates the applicable legislation or if its activities pose a risk in terms of legal, technical, and information security, MetoCRM may, at its sole discretion, suspend or terminate the User’s use and/or access to the Platform temporarily or permanently, or terminate this Agreement immediately and without compensation.

8.3. The termination of this Agreement shall not affect the rights and obligations that have arisen until the date of termination. Upon termination of this Agreement, the User shall be responsible for all fees and expenses incurred up to that date and shall not be able to use the Platform from the termination date. The User acknowledges and agrees that prepaid payments made prior to the termination of this Agreement for any reason shall not be refunded.

8.4. In the event of the termination of this Agreement, except in cases where the User’s account has been blocked for legal reasons, MetoCRM shall provide read-only access to the User’s content on the Platform for a period of 1 (one) month.

8.5. Within 1 (one) month following the end of the User’s membership period or the termination of this Agreement, the User may obtain its content on the Platform free of charge. MetoCRM may charge a fee for any such requests submitted after the expiration of this period.

8.6. Following the end of the User’s membership period or the termination of this Agreement, MetoCRM shall continue to store the User’s data for a period of 2 (two) months. After the expiration of this period, MetoCRM shall permanently delete all data related to the User. Therefore, MetoCRM shall not be held responsible for providing any data after the expiration of this period.

8.7. Enterprise package users who request special development by making annual payments will only be able to renew their contracts annually. The customer shall have the right to terminate the contract within 14 days from the date of the contract.

9- Miscellaneous Provisions

9.1. Amendments: MetoCRM has the right to modify this Agreement by notifying the User. Depending on MetoCRM’s discretion, such modifications may be notified to the User via email or through the Platform, or by displaying warnings after the User logs into the Platform with their information and password. This method is valid for modifications made to this Agreement only. MetoCRM may change the rules specific to the services, modules, and features on the Platform, and other conditions published on the Platform, without notifying the User. Changes will take effect on the date they are published. If the User does not accept the changes, they may terminate this Agreement using the methods described in Article 8.

9.2. Assignment: The User may not transfer this Agreement, their Platform account, or any of the rights and obligations within to any third party. MetoCRM may transfer this Agreement, their rights on the Platform, and any rights and obligations to third parties.

9.3. Severability: The invalidity, unlawfulness, or unenforceability of any provision or phrase within this Agreement will not affect the validity and enforceability of the remaining provisions. The Parties agree to interpret and implement the remaining provisions of this Agreement in a manner that best and closely achieves the purpose of the invalidated sections.

9.4. Notifications: MetoCRM may communicate with the User through the email and phone number provided during account creation on the Platform or through their membership account. Notifications sent through these communication channels will be deemed valid. The User agrees to provide accurate and complete contact information and to notify MetoCRM immediately if there are any changes. It is the User’s obligation to regularly check their communication channels for notifications.

9.5. Evidence: The Parties agree that electronic and system records, commercial records, ledger records, microfilm, microfiche, email correspondence, and computer records kept in their respective databases will be valid, binding, definitive, and exclusive evidence in any disputes arising from this Agreement. This provision is considered a contractual agreement under Article 193 of the Code of Civil Procedure.

9.6. Previous Agreements: This Agreement governs the entirety of the relationship between the Parties concerning the use of the Platform, and all previous agreements on the same subject matter are terminated upon entering into this Agreement.

9.7. Governing Law and Dispute Resolution: This Agreement is subject to Turkish law, and any disputes arising from this Agreement will be resolved by the Courts and Enforcement Offices in Izmir.

Ver: 24.04.2023