End UserLicense Agreement.

Article 1

License

The relationship between You and Werare is that of licensee/licensor.

Subject to this Agreement, Werare grants You a non-exclusive and non-transferable right to use the Products for Your business operations or personal, non-commercial purposes for a period limited to the License Term specified in the Order. For Cloud Products licensed monthly, the License Term renews for an equal period specified in the initial Order.

You must ensure the number of authorized users accessing the Products equals the number of licenses for which a License Fee has been paid. If You add authorized users during Your License Term, Werare may charge You for the increased number pursuant to the then-current license fee.

You may use the Cloud Products free of charge for an Evaluation Period of 30 (thirty) days from installation, for evaluation purposes only and not for commercial use. Products are automatically disabled upon expiry of the Evaluation Period, and Werare is not liable for any damages arising from that disabling. Access to Cloud Products is automatically disabled upon expiration of the License Term.

Article 2

Intellectual Property Rights

Werare and/or its licensors retain all ownership and intellectual and industrial property rights of the Products. This Agreement is not a sale and transfers no title or ownership to You.

Except for the limited license granted here, You shall not exercise any right, title or interest in the Products or related IP, and shall take no action inconsistent with Werare's rights, before or after the License Term.

Article 3

Trade Secrets & Confidential Information

The Products and all ideas, methods, algorithms, processes, updates, fixes and derivative works are trade secrets and proprietary property of Werare with great commercial value.

The Products, including object and source code, are confidential. You agree to treat them with confidentiality and not to use them for any purpose other than this Agreement, or disclose them to anyone other than authorized users.

Article 4

Restrictions

You shall not, and shall not allow any third party to: reverse-engineer (unless required by law for interoperability), decompile or disassemble the Products, or recreate their source code; reproduce, sell, license, sublicense, distribute, rent, lease, assign, transmit, host or otherwise grant rights to the Products except as expressly permitted; modify, adapt, translate, alter or create derivative works, or combine the Products with other software to develop something with similar features; use the Products contrary to any applicable law, including unauthorized access; or use any Werare name, trademark or logo in trade.

Except as agreed in writing, You shall install and use the Software only on hardware You own, lease or control.

You shall not defeat any protection mechanisms designed to manage and protect Werare's intellectual and industrial rights.

Article 5

Data Protection & Privacy

By entering into this Agreement or using the Products, You agree to Werare's Privacy Policy and consent to the collection, processing, storage, transfer and use of Personal Data by Werare and its service providers for the purposes specified in that Privacy Policy.

You shall secure all privacy-related rights and permissions from any third parties concerned, as required by applicable law, in order to collect, process or transfer personal data for the purposes of using the Products.

Article 6

Disclaimer of Warranties

The Products are provided “as is”. To the extent permitted by law, Werare makes no other representations or warranties of any kind regarding the Products or their support, and disclaims all other obligations and implied warranties including merchantability, quality, fitness for a particular purpose, title, non-infringement and systems integration. Werare does not warrant that operation of the Products will be fail-safe, uninterrupted or error-free, or that they will protect You against possible threats or operate in combination with other systems.

Article 7

Limitation of Liability

In no event shall Werare be liable to You or any third party for any indirect, incidental, special, punitive or consequential damages, or damages for lost labor, profit, goodwill, business opportunity, revenue, data or data use, arising from or related to the use or disabling of the Products, even if advised of the possibility of such damages.

Werare's liability for direct damages of any kind arising out of this Agreement shall be limited to a sum equal to the total amounts paid and accrued but not yet paid under this EULA in the 12 months preceding the event giving rise to the claim.

Article 8

High Risk Activities

The Products are not fault-tolerant and are not designed or intended for use in hazardous environments requiring fail-safe performance, such as nuclear facilities, aircraft navigation or communication, air traffic control, life support or weapons systems (“High Risk Activities”).

Werare disclaims any express or implied warranty of fitness for High Risk Activities. You are solely responsible for any action or lack of action taken to preserve environment, life or property.

Article 9

Indemnification

You shall indemnify, hold harmless and defend Werare and its officers, directors, employees, contractors and agents against any third-party claims arising from: Your use of the Products not expressly permitted by this Agreement; Werare's compliance with technology or instructions provided by You; claims asserted by You or Your representatives; or any violation by You of applicable law. You shall also cover legal expenses required for Werare to respond to a subpoena, court order or government inquiry regarding Your use of the Products.

Article 10

Maintenance & Technical Support

Werare will use its best efforts to offer maintenance and technical support for a period limited to the License Term (“Maintenance Period”), which shall not exceed the License Term. Werare makes no warranty as to initial response time, service hours or incident resolution. The Maintenance Period extends if You duly renew. Werare does not provide maintenance or support related to Atlassian's cloud service infrastructure.

Article 11

Termination

Werare may immediately and unilaterally terminate this Agreement, without notice or compensation, if You fail to comply with its terms; commence insolvency, reorganization, liquidation or restructuring proceedings; or suspend, threaten to suspend or become unable to pay Your debts.

On termination for any reason, You shall cease all use and destroy or return any copies of the Products and delete any accounts established through them. Obligations intended by their nature to survive termination continue to apply.

Article 12

Governing Law

All disputes arising from or related to this Agreement shall be governed by the laws of the Republic of Turkey. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The Courts of Istanbul (Çağlayan) shall have jurisdiction over all disputes arising from or related to this Agreement or its subject matter.

Article 13

Orders & Payment

You agree to pay the License Fee as defined in Your Order, at the time You place the Order or when it renews. Werare is not responsible for delivering license keys; Atlassian delivers them to Your account on Werare's behalf upon receipt of payment. All deliveries are electronic, and You are responsible for installing the Products.

Article 14

Taxes

Payments exclude any taxes or duties payable in the jurisdiction where payment is made or received. To the extent such taxes or duties are payable by Werare, You shall pay them in addition to the License Fee upon first demand.

Article 15

Export Restrictions

Export of the Products may be subject to control or restriction by applicable local laws. You are solely responsible for determining and complying with any such law and obtaining any needed authorization, and agree not to export the Products in violation of applicable restrictions.

Article 16

Publicity Rights

Werare may identify You as a customer in its promotional materials, which may require use of Your logo or trademark. You may request that Werare stop such use at any time by emailing info@werare.net or contacting the Werare support portal; it may take up to 14 (fourteen) days to process the request.

Article 17

General Provisions

This Agreement and the Privacy Policy, each as amended from time to time at Werare's discretion, constitute the entire agreement between You and Werare on the subject matter. Werare may amend, update or modify this Agreement periodically, with immediate effect.

Werare's failure to exercise or enforce any right or provision is not a waiver of it. If any part is held invalid or unenforceable, it is enforced to the maximum permissible extent and the remainder stays in full force.

If You enter into this Agreement on behalf of an entity, You represent that You have authority to bind it. You may assign this Agreement in a merger, acquisition or change of control provided Werare is notified in writing within ninety (90) days, the assignee agrees to be bound, and the assignor ceases use. Werare may assign its rights and obligations at any time without Your consent.

Notices to You are made to Your email address or account. Notices to Werare are made by confirmed email to info@werare.net.