POWERFACTOR LICENSE AGREEMENT

1.	PARTIES and DEFINITIONS
This PowerFactor on-premise Software User Agreement (hereinafter referred to as “Agreement”) is concluded between Architecht Bilişim Sistemleri ve Pazarlama Tic. A.Ş. (hereinafter referred to as Architecht) operating at Sanayi Mahallesi Teknopark Bulvarı No: 1 /4C 601 Pendik/İstanbul-Türkiye and ………………………………………………………… (hereinafter referred to as Customer) operating at ......................................................../ City-Country.
The Agreement shall enter into force immediately upon signature by the Parties and shall remain in force until the expiration of the license term, unless terminated by the procedures set forth in the Agreement.
Architecht and the Customer are collectively referred to as the Parties and individually as the Party.
Account: Refers to the account that gives the Customer access to the Product.
Service Fee: Refers to all fees that the Customer is required to pay in order to benefit from the product or other services. It is detailed in the article on fee and payment.
Site: It refers to the website of Architecht located at https://pwfactor.com/.
Product/PowerFactor: Refers to the software product that provides user authentication, application and transaction security for e-money and payment institution customers offered by Architecht to the Customer on-premise.
On-premise: On-premise is referred to as an in-house system where all access and authorization resides with the Customer's IT team and the Customer's IT team sets the policies. 
Annex: Refers to the quotation document which is an integral part of the agreement. Hereinafter referred to as the “Quotation”.
Malicious Software: Refers to any software, program and code that intends to corrupt, destroy or damage program files, data, other documents, any system or computer network, code, software, and any software, program and code that intentionally or unintentionally, knowingly or unknowingly hosts them.

2.	SUBJECT
This Agreement is concluded for the purpose of determining the scope, terms, pricing and other relevant aspects of the Customer's use of PowerFactor, as well as the rights and obligations of the Parties with respect to the Intellectual Property rights set forth in Article 7 of the Agreement.
Under this Agreement, multi-factor authentication, mobile application security and secure transaction verification can be provided through the Product. Multi-factor authentication and secure transaction verification can work in both web and mobile applications. Customer will utilize the Product with an on-premise software approach.
With this Agreement, the Customer will be able to access the administration panel of the Product with a username and password with a software-as-a-service approach. The operations mentioned in the Quotation are carried out through the administration panel.  The Parties have agreed on the user-based on-premise usage package for the Product in the Quotation detailed in the Annex. In case of any discrepancy between the Agreement articles and the Annex articles, the Agreement articles shall be taken into consideration.

3.	RIGHTS and OBLIGATIONS OF ARCHITECHT
3.1.	Architecht agrees to provide the services subject to the Agreement as long as the Customer complies with the Agreement and/or the Agreement is not terminated.
3.2.	The Customer agrees that it will not be able to benefit from the Product if it fails to pay the Product Fee except for the cases specified in the Agreement.
3.3.	The Customer is solely responsible for the backup and storage of data that will arise during the use of the system. Architecht cannot be held responsible for any loss of data that may occur on the system in the Customer data center. Architecht may update, add new features to, remove features from, and modify the Product by notifying Customer and accessing the system under Customer's supervision.
3.4.	Architecht shall be entitled to use the Customer's title as a reference on the Site, provided that Architecht has obtained prior written consent. 
3.5.	Architecht has the right to amend the Agreement and its annexes in mutual consultation with the Customer and provided that the Customer agrees in writing. 
3.6.	In the event of termination of the Agreement by account closure despite Architecht's fulfillment of the conditions in the Agreement, the Customer will not be able to claim the refund of the service fees paid for the services already received and completed and will pay the remaining installments (if any). However, the Customer is not obliged to pay for services that have not yet been received and completed.
3.7.	The Customer shall pay the Service Fees to Architecht in the amounts agreed in the Product Quotation. Architecht agrees to pay half of any taxes under the Agreement, such as stamp duty on the Service Fees. Stamp duty shall be paid by Architecht and half shall be charged to the Customer.
3.8.	In order to perform maintenance activities or respond to technical problems related to the software or source code of the Product, Architecht may, at the Customer's request and with the Customer's written consent, access the Customer's systems under the Customer's supervision for as long as necessary for the purposes of the Agreement and the maintenance activity to be performed and technical problems to be resolved on a limited and measured basis. 
3.9.	The Customer shall not hold Architecht liable for any third party claims arising from the use of the Product in accordance with the Agreement and the disclosure of its data. 
4.	RIGHTS and OBLIGATIONS OF THE CUSTOMER
4.1.	The Customer accepts and declares that it has provided the information requested from it in a complete, accurate and up-to-date manner and that it will benefit from the Product in accordance with this information. It undertakes to comply with the provisions of this Agreement, its annexes, the law and the principles of honesty in all transactions it will carry out while benefiting from the services subject to the Agreement.
4.2.	The Customer accepts and declares that it has the legal capacity to enter into this Agreement, to fulfill all its obligations arising from the Agreement and to benefit from the Product. 
4.3.	The Customer agrees to cooperate with Architecht on matters and in cases deemed necessary for Architecht to fulfill its responsibilities arising from the Agreement.
4.4.	The customer accepts, declares and undertakes that the information, documents, data and other contents uploaded by it and belonging to it do not contradict the legislation; are not harmful, offensive, obscene, discriminatory, inappropriate; do not violate the intellectual property rights of third parties, and that it will be solely responsible in case of such a violation due to its own fault. 
4.5.	The Customer undertakes that it does not host any Malicious Software through no fault of its own and that it has taken all necessary measures to prevent such software from being transferred to the Product and causing damage to Architecht or other users. 
4.6.	Any legal, criminal, administrative liability arising from the use of the Product, which is not based on a cause or defect arising from Architecht and which is caused by the fault of the Customer, shall be borne by the Customer.
4.7.	The Customer may not copy, modify, reproduce, display, disseminate, distribute or divide any part of the Product. No part of the Product may be partially or completely deciphered, disassembled, decompiled, reverse engineered by the Customer. 
4.8.	Customer may not remove or obscure any Architecht or PowerFactor imprint, mark, logo, brand, trademark or registration that is present on the Product or any product that is the subject matter of this Agreement. 
4.9.	The Customer is responsible for the confidentiality and security of the password created for the use of the System. It cannot share this password with other persons and institutions. The Customer shall be solely liable for any damages incurred due to the use of the password by unauthorized persons through the fault of the Customer or its acquisition by others.
4.10.	The Customer is solely responsible for the backup and storage of any data or documents uploaded to the Product and stored on the Customer's servers. Architecht shall not be held responsible for any loss of data resulting from Customer's system operation.
4.11.	Customer must not connect the Product to any software or system without Architecht's written consent.
4.12.	The Customer is obliged to preserve all identification, password and other access information allowing access to the Product and to prevent their use by unauthorized persons. 
5.	LIMITATION OF LIABILITIES
5.1.	Architecht does not warrant, expressly or impliedly, with respect to the services to be provided under this Agreement, fitness for a particular purpose or use, merchantability, freedom from computer virus or Malicious Software.
5.2.	Architecht has no obligation to check the transactions carried out by the Customer through the Product and their suitability for the intended use of the Product. 
Architecht cannot be held responsible for direct or indirect damages arising from the Customer's use or non-use of the Product or failure to fulfill its obligations arising from the Agreement; material and moral damages such as loss of data, loss of profit, loss of expected savings, loss of reputation, loss of business, interruption of business; compensation claims that may be made by third parties; any technical failures such as hardware, software and network relationship that may occur in the Product not caused by Architecht and any data loss that may arise from them; any changes and updates to be made by the Customer on the Product; damages arising from power outages, voltage fluctuations, virus infection and similar environmental factors. Architecht's liability for any damages arising out of this Agreement or its performance may not exceed 10% of the annual amount paid under this Agreement. 

6.	PROVISIONS REGARDING THE USE OF THE PRODUCT 
6.1.	The Customer shall be obliged to provide the necessary computer hardware, internet and telephone connection and other technical requirements at its own expense in order to perform transactions on the Product pursuant to this Agreement.
6.2.	The Customer is responsible and liable for ensuring all kinds of external security of the computer on which the Customer will use the Product, the locations where the computer is located and the security information and for taking all necessary measures to prevent third parties from accessing the system over the internet or to prevent third parties from obtaining this information through internet crimes. Architecht shall not be liable for any physical or internet-based virtual interventions and attacks that may be made to the locations where the Product is used, computer and security information, or any accidents and security vulnerabilities that may occur, and the Customer shall be responsible for all damages, losses and damages, including unauthorized transactions through the Product.
The Customer acknowledges and agrees that, provided that the Customer is informed in advance and its written consent is obtained, the access and use of the Product may be suspended or completely discontinued from time to time for technical reasons other than planned interruptions made by Architecht with at least 6 (six) business days prior notice, and that Architecht may suspend or completely terminate the use of the Product for maintenance, technical, administrative and/or other reasons or legal obligations due to the requirements of Architecht over time. In such cases, the Customer shall also have no obligation to pay for the Product. 

7.	INTELLECTUAL PROPERTY RIGHTS
With this Agreement, the Customer shall not gain any rights, claims and interests on the intellectual property rights owned by Architecht. The Customer agrees and undertakes that all intellectual property rights of the Product subject to the Agreement and all programs, software, source codes, object codes, machine codes and all other codes, algorithms, interfaces, components, modules and program flow and other elements, all material and moral rights, all patents, trademarks, copyrights and other intellectual property rights on them belong to Architecht. In other words, the Customer does not own any intellectual property rights on the Product. 
The Customer shall only have the right to benefit from the services subject to the Agreement and no license transfer shall take place regarding the Product and the services subject to the Agreement. The Customer may not claim any rights other than the usage opportunity provided to it by this Agreement and may not transfer these usage rights to third parties.
The Customer may use Architecht's trade names, trademarks, logos and signs only with the written permission and approval of Architecht and within the limits notified to it in writing. The Customer has no ownership or any other rights (whether implied or otherwise granted) in any trade name, trademark, logo or marks of Architecht.
All intellectual property rights relating to all of the services subject to the Agreement, the Product, all related documentation and the accompanying commercial reputation shall belong exclusively to Architecht. The Customer cannot claim any rights over them. The Customer irrevocably declares that it will never claim these rights and will ensure that its employees, agents and contractors do likewise.

8.	CONFIDENTIALITY 
The Parties agree that the information belonging to the other Party, its affiliates, customers, personnel obtained during the execution and implementation of this Agreement is confidential information. The Parties agree, declare and undertake that;
a)	They will use the confidential information of the other Party only for the execution of the work subject to the Agreement and for the purpose of the Agreement, limited, as necessary and in moderation, and that they will take measures to the same extent as the measures they take to protect and maintain the confidentiality of their own confidential information, and will show the necessary care and diligence,
b)	They will not disclose or make public any such information to any third party, except with the written consent of the Party in possession of the confidential information, 
c)	They will not use it directly or indirectly for purposes other than the purposes of the commercial relationship between them,
d)	They will not use confidential information for any other purpose, in particular for any purpose that would cause direct or indirect damage to the Parties or a commercial disadvantage to the other Party, in violation of competition law rules and relevant legislation,
e)	Their employees and representatives will keep this confidential information completely and meticulously confidential and will not disclose it in whole or in part to any person other than their employees and representatives who need this information for business purposes,
f)	Without prejudice to any circumstances where retention is required by law, the originals of confidential information will be returned to the Party originally in possession of the confidential information immediately upon request or upon termination of the Agreement for any reason, and that all nonreturnable copies will be destroyed in a manner approved by the Party in possession of the confidential information, 
g)	In the event that it is required by law to disclose any of the confidential information, it will notify the other Party of such request or order, enabling that Party to seek protection against such request or requirement, and will comply with the other Party's lawful requests for disclosure,
h)	They will promptly notify the other Party if they discover any unauthorized use or disclosure of confidential information or any other breach of this Agreement and they will cooperate with the other Party to remedy the situation and prevent its recurrence,
i)	In the event that confidential information belonging to the Parties is disclosed, except in cases of legal obligation or as permitted by the Agreement, the Party whose confidential information is disclosed shall have the right to unilaterally terminate the Agreement, and therefore they shall not claim any rights, receivables or compensation and other payments under any name. 

9.	FINAL PROVISIONS
a) The Duration and Termination of the Agreement
The agreement shall enter into force on the date of signature. The license period provided to the Customer for the Product is 2 years in accordance with the term of this Agreement. If the Parties agree in writing at the end of the Agreement term, the license and Agreement term may be extended within the framework of the agreement and new financial conditions.   If the license fee for the new period determined is paid by the Customer, the Customer may continue to use the Product during the license period agreed for the extension. 

Either party may unilaterally terminate the Agreement by giving the other party 90 days written notice in advance of the Agreement renewal date. 

In the event that either Party breaches its obligations arising from this Agreement or the law, the other Party may immediately terminate the agreement unilaterally. It shall be the responsibility of the breaching Party to compensate the terminating Party for any damage caused by such breach. Fees accrued until the date of termination shall be paid by the Customer to Architecht until the date of termination.

In the event that the term of the Agreement expires or is terminated as a result of termination for any reason, the Customer agrees, declares and undertakes that it will return all information and documents, copies, documentation and materials related to the Product to Architecht, will not continue to use the Product in any way, and otherwise will pay all actual damages incurred by Architecht to Architecht upon first demand, in cash and in full.

b) Fee and Payment
To be valid for the period specified in Article 9/a of this Agreement, VAT will be added to the Product license fee of …………….. to be accrued for the first year.
The invoice shall be paid to Architecht's account with IBAN number TR69 0020 5000 0937 6774 5001 06 at the Tuzla Commercial Branch of Kuveyt Türk Katılım Bankası A.Ş. within 5 business days after the service is activated.

Pricing Conditions 

•	In the first year, 50% of the License Fee will be paid upon signing the agreement and the remaining amount will be invoiced and paid at the end of the year. For the following years, 50% of the License Fee of the relevant year is paid in January and the remaining amount is paid in mid-year in July. 
•	Labor/day cost is .......................... + VAT until 31.12.2025. 
•	Any USD amounts in the quotation will be increased by the annual inflation rate announced by the US Department of Labor in January each year. 
•	Architecht provides SDK version updates periodically upon customer request. 
•	Free one-time training on the use of the PowerFactor administration panel screens is provided by Architecht.
•	If the installations and configurations of the product on customer data center servers are requested, customer-specific work to be done by Architecht will be invoiced by Architecht with labor/day cost.
•	Integration of customer applications into PowerFactor is the responsibility of the customer.
•	If product updates (PowerFactor Backend Systems) are requested to be done by Architecht, they will be invoiced at labor/day rate. 
•	Additional requests and consultancy services not included in the product roadmap are projected and invoiced at a labor/day rate. 
•	PowerFactor license, server and backup costs are borne by the customer.
•	In on-premise use, product monitoring and operation is the responsibility of the customer. 
•	Stamp duty shall be paid equally between the parties. 
•	The prices in the quotation do not include VAT. 

In order to benefit from the Product and/or any service provided under this Agreement, the Customer is obliged to pay the Service Fee in the amounts and in the manner specified by Architecht. 
The stamp duty to be accrued due to the issuance of this Agreement shall be paid equally by the Parties.

c) Force Majeure
Circumstances beyond the control of the Parties and affecting the services subject to the Agreement, such as political causes such as war, uprising, state of emergency or declaration of mobilization, natural disasters such as fire, flood, earthquake, shortages in the electrical system or internet traffic or any official actions affecting the provision of online services constitute force majeure and Architecht shall not be liable for any underperformance or failure to fulfill payment obligations during force majeure.  If the force majeure event lasts for more than 15 (fifteen) days, the Parties may unilaterally terminate the Agreement with a written notice. 

d) Transfer Prohibition
The Parties may not assign, allocate or transfer their rights and obligations arising from this Agreement, in whole or in part, to any third party without the written consent of the other Party. Otherwise, the other Party may terminate the Agreement without any payment.

         e) Notifications
Within the framework of the agreement, all notices and notifications must be made in writing to the other party. E-mail is also included in the written notification. Notifications made by Architecht to the e-mail address provided by the Customer when registering to the Site and notifications made by the Customer to Architecht's e-mail address in this Agreement shall have the consequences of a valid notification and the valid notification address shall be deemed to be this e-mail address unless the other party is notified in writing of any changes that may occur at these addresses.  For notices or notifications regarding the situations specified in Article 18/3 of the Turkish Commercial Code, it shall be realized by one of the notification methods specified in Article 18/3. In addition, the addresses in this Agreement are the legal notification/notice addresses of the parties, and if the address changes are not notified in writing to the other party within 5 days, notifications made to this address will be deemed to have been notified by the addressee.

f) Settlement of Disputes
Any dispute arising out of this Agreement shall be governed by the law of the Republic of Türkiye and Istanbul (Çağlayan) Courts and Enforcement Offices shall be authorized to resolve disputes. 

g) Date of Signature and Entry into Force
The Agreement shall enter into force on the date of signature and shall remain in force unless terminated by the procedures set forth in the Agreement.  
This Agreement has been signed in 2 (two) copies on .../.../2025 and the signature at the end of the Agreement covers the entire Agreement.

Annex: Quotation Document Dated .../..../2025

Architecht Bilişim Sistemleri ve Paz.Tic.A.Ş                    Customer