ALOTECH CLOUD CALL CENTER SOFTWARE
TERMS OF SERVICE

1 – PURPOSE OF THE AGREEMENT

These Terms of Service set forth the terms and conditions according to which

Alotech İletişim  Teknolojileri  A.Ş  (Hereinafter will be referred to as “ALOTECH”)

having its registered address at: Yildiz Technical University Teknopark R&D

Center, Block B No:2 Istanbul, offers a customer (herein referred to as

Customer“) a browser-based call center software, offering enterprise level

functionality without hardware or software installations (“Services“), as more fully

described at the Alotech Website. AloTech and the Customer will jointly be

referred to as “Parties” in these Terms of Service.

2 – APPLICABILITY

2.1 AloTech offers various services to you through its website (www..com) all of

which are conditioned on your agreement to adhere to the following Terms of

Service without modification of any kind. Your use of the Service and/or your

registration with AloTech constitutes your agreement to these Terms of Service.

These Terms of Service are subject to change at any time, without prior notice.

Any changes that are made to these Terms of Service will not apply retroactively

and will not apply to disputes or events occurring before the change is published.

You are responsible for reviewing these Terms of Service on a regular basis.

These Terms of Service apply to all visitors and all who access AloTech’s

website or Services.

2.2. Subject to Customer’s acceptance of and compliance with these Terms of

Service and with the payment requirements defined below for the Services,

AloTech hereby grants Customer a limited, non-exclusive, non-transferable,

revocable, non-sublicenseable right and license, in and under our intellectual

property rights, to access and use the Services, solely in accordance with the

terms and conditions defined herein.

2.3 Unless explicitly stated otherwise, any new features provided by AloTech that

augment or enhance the current Services shall also constitute “Services” and

shall be subject to these Terms of Service. Customer may not, nor allow any third

party to, copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile,

disassemble or reverse engineer the software or other intellectual property

owned by AloTech, or its licensors, related to the Services for any purpose

whatsoever. Customer may not allow any unauthorized third party to access the

Services for any purpose whatsoever. AloTech retains all rights not expressly

granted under these Terms of Service.

2.4. These Terms of Service shall always supersede any conflicting pre-printed

and/or standard Customer Agreement.

3. PRIVACY

3.1. We respect the privacy and security of our Customers. You understand that

by using our Services, you give consent to the collection, use and disclosure of

our personally identifiable information as well as any non-personally identifiable

information, as described in more detail in our PRIVACY POLICY

3.2. You affirm that you are more than 18 years of age and are fully able and

competent to enter into the terms, conditions, obligations, affirmations,

representations, and warranties set forth in these Terms of Service, and to abide

by and comply with these Terms of Service. If you are under 18 years of age,

then please do not use our website or our Service.

3.3. In our discretion, we may maintain different accounts for different types of

Customers. If you open an account on behalf of a company, organization, or

other entity, then (a) “you” includes you and that entity, and (b) you represent and

warrant that you are an authorized representative of the entity with the authority

to bind the entity to these Terms of Service, and that you agree to these Terms

on the entity’s behalf. By connecting to us with a third-party service (e.g.,

SalesForce) you give us permission to access and use your information from that

service as permitted by that third-party service, and to store your log-in

credentials for that third-party service.

4. SERVICES

Subject to the terms and conditions of this Agreement, AloTech will provide you

with non-exclusive access to the Services during the term of this Agreement –

solely for use for your own, internal business purposes. The “Service” includes

(a) the Site, (b) on-demand help desk system, tools and AloTech API, and (c)

other services provided to you through www.alo-tech.com (“Site”) based on the

plan purchased, including all software, data, text, images, sounds, videos, and

other content made available through the Site, or developed via the AloTech API

(collectively, “Content”). Any new features added to or augmenting the Services

are also subject to this Agreement. The Services may also include basic or

expanded support. AloTech will use reasonable efforts to make the Services

available except for: (a) planned downtime (of which you will be notified in

advance – including by a general Site posting), (b) emergency maintenance, or

(c) any unavailability caused by circumstances beyond our reasonable control,

such as, but not limited to, acts of God, acts of government, acts of terror or civil

unrest. You are responsible for maintaining the confidentiality of your login and

account, and are fully responsible for any and all activities that occur under your

login or account. You agree and acknowledge that your login may only be used

by one (1) person, and that you will not share a single login among multiple

people.

5. TECHNICAL REQUIREMENTS

The Customer shall comply with the following technical requirements;

 Concurrent call capacities according to connection types are;

o Adsl is needed up to 3 concurrent calls

o G.SHDSL is needed up to 10 concurrent calls (bandwidth is

calculated  according to call amount)

o Fiber is needed for more than 10 concurrent calls  (bandwidth is

calculated  according to call amount)

 Activities which effects bandwidth such as file download, video streaming

effects voice quality.  It is Customer’s responsibility to prevent such use

 AloTech recommends following devices to be used

o USB Headset: Jabra UC Voice 550 or equivalent headsets

o Windows Operating System

o Yealink IP Phone in Cloud Pbx

If Customer wants to use another SIP supported device, Customer is responsible

for setup and maintenance. In case any problem occurs due to usage of the

following tools, Customer is responsible for the problem and AloTech shall not be

held liable of such problem;

 The phones for which data and power cabling and network equipment

(Switch,  router,  firewall,  modem) to connect the phones are needed;

 The SIP connection time during registration of phones and agents to

Alotech system should be below 100 ms. If duration is more than 100 ms,

(performance problem because of internet line or router / modem / pc)

problems in voice and  freezing in status may occur.

6. FEES AND BILLING

6.1. Service Fees

Customer agrees to pay the prices of Cloud Call Center redundancy services

defined below. Service prices shall be calculated upon Minute Based Price plus

Account Maintenance Fee.

●   Fixed Account Maintenance Monthly Fee: $100 /  Month

● Cloud Call Center User price : $88 / user / Month

●   Cloud Call Center Minute Based Price: $0.0188 / min

Per minute Service Fee includes :

i) Operational setup of Cloud System,

ii) Maintenance

iii) Technical support

iv) Storage of  call records during contract period. Customer is free

to get back up of call records at the end of each month

6.2. Telecommunication Fees

● Telecommunication Fees will be charged seperately according to

the official price list of the telecom operator which shall provide the

DID number and related services for the Customer’s

● At all times a minimum outstanding balance of $ 100 should be

secured in the Customer’ account for telecommunication expenses

All changes and additional costs by the telecom operator regarding

the telecommunication costs will be reflected to the Customer’s

invoice without prior notice.

6.3. Terms of Payment

Payments are due in advance annually. Customer must have a credit card on file

to qualify for annual payments. Service will not start until the payment is

received. Services will be terminated if payments are not received within the

terms, after serving a seven days notice via email or fax.

AloTech shall charge 0.5% monthly interest over invoice amount without any

warning in case the service fee isn’t paid on time, inaccurate amount or no

payment is made.

7. INTERNATIONAL NATURE OF THE SERVICES

Customer agrees to familiarize himself/herself with and abide by all applicable

local, state, national and international laws and regulations and are solely

responsible for all acts or omissions that occur under his/her account, including

without limitation the content of the messages and broadcasts that he/she

creates and initiate through AloTech services. Without limiting the foregoing,

Customer shall agree to familiarize himself/herself with the legalities of any

messages, calls, broadcasts, and campaigns transmitted through the AloTech

Services by visiting the following websites if resident in USA:

Federal Trade Commission,

Federal Communications Commission,

 DoNotCall Registry Info,

The Telephone Consumer Protection Act (“TCPA”), the Federal Trade

Commission, the Federal Communications Commission, the DNC list registry

rules (http://www.donotcall.gov) and various state laws, rules and regulations

place restrictions on certain types of phone calls and text messages. AloTech is

in no way attempting to interpret any laws, rules, or regulations. This information

is provided merely as a courtesy and is not intended to replace your

responsibility to familiarize yourself with and abide by the legal requirements

pertaining to your messages, broadcasts and campaigns prior to using the

AloTech Sites or Services. You are ultimately responsible to make your own

informed decisions regarding your messages, broadcasts, and campaigns.

You shall schedule campaigns responsibly and in a manner that is courteous to

the recipients pursuant to local, state, national, and international calling time

rules and regulations. You are solely responsible for obtaining any rights or

licenses to any data, including without limitation sound files, for inclusion in any

outbound messages, broadcasts, and campaigns. If you are unfamiliar or unclear

on the legalities of any message, broadcast or campaign, you must consult with

your attorney prior to your use of the AloTech Sites or Services.

You accept that the Services are provided for professional use only, and you

agree that your use of the AloTech Sites or Services shall not include:

 Sending unsolicited marketing messages or broadcasts (i.e. spam);

 Sending any calls to life-line services, such as hospitals, fire, police, 911 or

utility- related telephone numbers;

 Using strings of numbers as it is unlawful to engage two or more lines of a

multi-line business;

 Harvesting, or otherwise collecting information about others, without their

consent;

 Misleading others as to the identity of the sender of your messages or

broadcasts, by creating a false identity, impersonating the identity of

someone/something else or by providing contact details that do not belong to

you;

 Transmitting, associating or publishing any unlawful, racist, harassing,

libelous, abusive, threatening, demeaning, immoral, harmful, vulgar, obscene,

pornographic or otherwise objectionable material of any kind;

 Transmitting any material that may infringe upon the intellectual property

rights of third parties including trademarks, copyrights or other rights of

publicity;

 Transmitting any material that contains viruses, trojan horses, worms, time

bombs, cancel-bots or any other harmful/deleterious programs;

 Interfering with, or disrupting, networks connected to the Services or violating

the regulations, policies or procedures of such networks;

Attempting to gain unauthorized access to the Services, other accounts,

computer systems or networks connected to the Services, through password

mining or any other means;

 Interfering with another’s use and enjoyment of the Services or AloTech Sites;

or

 Engaging in any other activity that AloTech believes could subject it to

criminal liability or civil penalty/judgment.

You agree to provide legal contact information in any outbound campaign within

the initial greeting message. You further agree that AloTech is, under no

circumstances, responsible for the contents and/or accuracy of your messages or

broadcasts and AloTech will only transmit them on a basis of good faith that you

use the Services in accordance with these Terms. You will provide your own

sound files for all outbound campaigns. AloTech will not be liable for any misuse

of the Services by you. AloTech is not responsible for the views and opinions

contained in any of your messages or broadcasts.

Customer will not purposely route calls to high cost non-RBOC (Regional Bell

Operating Company) areas for origination or termination of telecommunications

traffic on the AloTech system. Calls may be monitored and reported upon each

billing cycle to ensure sound traffic patterns. Excessive routing of high-cost calls

will be addressed to customer by AloTech and fines may be assessed to recover

excess charges from AloTech VoIP termination companies.

8. FORCE MAJEURE

AloTech shall not be liable for any failure or delay in performing its obligations

hereunder, which such failure or delay is caused by fire, flood, earthquake,

elements of nature or acts of God, acts of war, insurrection, terrorism, strike,

failure or downtime of any telecommunications line and/or unavailability of any

telecommunications or Internet facilities, power failure, governmental restrictions,

any court order, compliance with any law, regulation, or order of any

governmental authority, or any other cause beyond the reasonable control of

AloTech. In addition, AloTech shall be so excused in the event it is unable to

acquire from its usual sources, and on terms it deems to be reasonable, any

material necessary for the performance of the Services.

9. AUTHORIZED USE

9.1. Customer may not remove, obscure, or alter any notice of any AloTech

trademark, service mark or other intellectual property or proprietary right

appearing on the AloTech Website or contained within the platform that

encompasses the Services.

9.2. AloTech may make available to Customer, for Customer installation, copying

and/or use in connection with the Services, from time to time, a variety of

software, data and other content and printed and electronic documentation (the

AloTech Properties“). Subject to Customer acceptance of these Terms of

Services on-going compliance with its terms and conditions with respect to the

subject Services, and payment if and as required for Customer right to use the

subject Services, AloTech hereby grants to Customer, without the right to

sublicense, a limited, non-exclusive, non-transferable license during the Term of

these Terms of Services, under AloTech’s intellectual property or proprietary

rights in the AloTech Properties, only to install, copy and use the AloTech

Properties solely in connection with and as necessary for Customer’s use of such

Services and solely to the extent in compliance with all the terms and conditions

defined herein.

9.3.The AloTech Properties may include, without limitation:

(i) The AloTech Website;

(ii) AloTech APIs and AloTech Mark-up Language;

(iii) Specifications describing the operational and functional capabilities, use

limitations, technical and engineering requirements, and testing and performance

criteria relevant to the proper use of a Service and its related APIs and

technology.

9.4. Alotech hereby grants to Customer a non-transferable, non-sublicenseable,

non-exclusive license during the Term of these Terms of Services to display the

trade names, trademarks, service marks, logos, domain names of AloTech

(each, an “AloTech Mark“) for the purpose of promoting or advertising that

Customer uses the Services. In return, Customer hereby grants AloTech a non-

transferable, non-sublicenseable, non-exclusive license during the Term of these

Terms of Services to display Customer trade names, trademarks, service marks,

logos, domain names and the like for the purpose of promoting or advertising that

Customer uses the Services.

In using AloTech Marks, Customer may not:

(i) display an AloTech Mark in any manner that implies a relationship or affiliation

with, sponsorship, or endorsement by AloTech;

(ii) use AloTech Marks to disparage AloTech or its products or services; or

(iii) display an AloTech Mark on a site that violates any law or regulation.

Notwithstanding the above, AloTech may determine in its sole discretion whether

its AloTech Marks may be used in connection with Customer Applications.

Furthermore, AloTech may modify any AloTech Marks provided to Customer at

any time, and upon notice, Customer will use only the modified AloTech Marks

and not the old AloTech Marks. Other than as specified in Terms of Services,

Customer may not use any AloTech Mark unless Customer obtains AloTech’s

prior written consent.

9.5. The rights granted by AloTech in these Terms of Services with respect to the

AloTech Properties, the AloTech Marks and the Services are nonexclusive, and

AloTech reserve the right to:

(i) act as a developer of products or services related to any of the products that

Customer may develop in connection with the AloTech Properties or via

Customer use of the Services; and

(ii) appoint third parties as developers or systems integrators who may offer

products or services which compete with Customer Applications.

9.5. Notwithstanding the above, and without limitation to any other provision of

these Terms of Services, AloTech shall have no liability whatsoever for any

damage, liabilities, losses (including any loss of data or profits) or any other

consequences that Customer may incur with respect to loss of data associated

with Customer account and data therein.

10. INTELLECTUAL PROPERTY

10.1. As between AloTech and Customer, AloTech owns all patent, copyright,

trademark, trade secret and other intellectual property rights that may exist (i) in

the Services, the AloTech equipment and network that may be utilized to provide

the Services, (ii) any software or hardware provided by AloTech to Customer to

facilitate Customer’s utilization of the Services, (iii) any domain names provided

by AloTech in connection with the provision of the Services, and (iv) any

information, data, trends, analyses, metadata or other data which may be derived

from any of the foregoing that is derived or created by AloTech by reference to

the Services, AloTech’s network and Customer’s usage of the Services.

10.2 Other than the limited use and access rights and licenses expressly set forth

in these Terms of Services, AloTech reserves all right, title and interest (including

all intellectual property and proprietary rights) in and to:

(i) the Services;

(ii) the AloTech Properties;

(iii) the AloTech Marks; and

(iv) any other technology and software that AloTech provides or uses to provide

the Services and the AloTech Properties. Customer does not, by virtue of these

Terms of Services or otherwise, acquire any ownership interest or rights in the

Services, the AloTech Properties, the AloTech Marks, or such other technology

and software, except for the limited use and access rights described in these

Terms of Services.

10.3. In the event Customer elects, in connection with any of the Services, to

communicate to AloTech suggestions for improvements to the Services, the

AloTech Properties or the AloTech Marks (collectively, “Feedback“), AloTech

shall own all right, title, and interest in and to the same, even if Customer has

designated the Feedback as confidential, and AloTech shall be entitled to use the

Feedback without restriction. Furthermore, any other content or information

Customer posts or provides to AloTech via comments, forums, emails and the

like (collectively, “Communications“) shall be considered the property of

AloTech. Customer hereby irrevocably assigns all right, title and interest in and to

the Feedback and Communications to AloTech and agrees to provide AloTech

such assistance as AloTech may require to document, perfect, and maintain

AloTech’s rights to the Feedback and Communications.

10.4.During and after the Term, with respect to any of the Services that

Customer elects to use, Customer will not assert, nor will Customer authorize,

assist, or encourage any third party to assert, against AloTech or any of

AloTech’s affiliates, customers, end users, vendors, business partners (including

third party sellers on websites operated by or on behalf of AloTech), sub

licensees or transferees, any patent infringement or other intellectual property

infringement claim with respect to such Services.

11 – REPRESENTATIONS AND WARRANTIES; DISCLAIMERS; LIMITATIONS

OF LIABILITY

11.1 Customer represents and warrants that Customer will not use the AloTech

Website (including AloTech’s forums and comments sections), Services, AloTech

Properties, AloTech Marks, Customer Applications or Customer Content in a

manner that violates the these Terms of Services or any other legal document

provided at the website. To this effect, AloTech asks that Customer takes

reasonable precautions to promote best practices. Although AloTech does not

assume the duty or obligation to monitor any materials created, posted or

uploaded by Customer or any third parties, AloTech reserves the right, in its sole

and absolute discretion, to monitor any and all materials posted or uploaded by

Customer or any third parties at any time without prior notice to ensure that they

conform to any usage guidelines or policies relating to AloTech’s Website or the

Services.

11.2. Customer represents and warrants:

(i) that Customer is solely responsible for the development, operation, and

maintenance of Customer Applications and for Customer Content, including

without limitation, the accuracy, appropriateness and completeness of Customer

Content and all product-related materials and descriptions;

(ii) that Customer has the necessary rights and licenses, consents, permissions,

waivers and releases to use and display Customer Applications and Customer

Content;

(iii) that neither Customer Applications nor Customer Content:

(a) violates, misappropriates or infringes any rights of use of any third party,

(b) constitutes defamation, invasion of privacy or publicity, or otherwise violates

any rights of any third party, or

(c) is designed for use in any illegal activity or promotes illegal activities,

including, without limitation, in a manner that might be libelous or defamatory or

otherwise malicious, illegal or harmful to any person or entity, or discriminatory

based on race, sex, religion, nationality, disability, sexual orientation, or age;

(iv) that neither Customer Applications nor Customer Content contains any

harmful components; and

(v) to the extent to which Customer uses any of the AloTech Marks, that

Customer will conduct Customer business in a professional manner and in a way

that reflects favorably on the goodwill and reputation of AloTech.

Customer also represents and warrants that Customer is responsible for any

charges incurred by virtue of Customer’s use of the Applications, no matter

whether the Applications acted in error.

11.3 Customer further acknowledges that Customer may use any phone number

(including any previously-provisioned direct inward toll-free numbers or vanity

numbers) assigned or ported in to Customer account and AloTech shall not

interfere with Customer’s right to port that number away so long as Customer’s

account is in good standing and that Customer provides appropriate supporting

documentation in accordance with common industry standards for porting such

number away from AloTech; provided, however, that if Customer’s account has

closed, suspended or lapsed for any other reason (including termination of these

Terms of Services) and Customer has not reactivated Customer account or

rectified such status within thirty (30) days after the earliest to occur of such

event, then at the end of such thirty (30)-day period AloTech will immediately

assume ownership of any phone numbers and reserves the right to give any of

those numbers to other customers, and Customer portability rights will be lost.

During such thirty (30)-day period, Customer shall retain the exclusive right to

port phone numbers associated with Customer’s account away from AloTech.

11.4 Customer represents and warrants that Customer has read and understood

the Terms of Use, Privacy Policy and Terms of Services provided at the AloTech

Website, and Customer agrees to abide by their

terms, where applicable, including as incorporated by reference herein.

Customer further agrees to abide by all applicable local, state, national, foreign

and international laws and regulations and that Customer will be solely

responsible for all acts or omissions that occur under Customer’s account or

password, including the content of Customer’s transmissions through the

Services. By way of example, and not as a limitation, Customer agrees not to

violate any provisions of the Acceptable Use Policy.

11.5. Customer represents and warrants that without AloTech’s express written

consent Customer will not use, and will not authorize any third party to use, any

Public Software (as defined below) in connection with the Services in any

manner that requires, pursuant to the license applicable to such Public Software,

that any AloTech Properties or Services be:

(a) disclosed or distributed in source code form,

(b) made available free of charge to recipients, or

(c) modifiable without restriction by recipients.

With respect to any Feedback or Communications, Customer represents and

warrants that such Feedback and Communications, in whole or in part,

contributed by or through Customer,

(i) is legally distributable by Customer, either because Customer owns the

copyright or because Customer has fully complied with any copyright terms

associated with the software or content,

(ii) contains no third party software or any software that may be considered

Public Software, and

(iii) does not violate, misappropriate or infringe any intellectual property rights of

any third party.

Public Software” means any software, documentation or other material that

contains, or is derived (in whole or in part) from, any software, documentation or

other material that is distributed as free software, open source software (e.g.,

Linux) or similar licensing or distribution models, including, but not limited to

software, documentation or other material licensed or distributed under any of the

following licenses or distribution models, or licenses or distribution models similar

to any of the following:

(i) GNU’s General Public License (GPL), Lesser/Library GPL (LGPL), or Free

Documentation License,

(ii) the Artistic License (e.g., PERL),

(iii) the Mozilla Public License,

(iv) the Netscape Public License,

(v) the Sun Community Source License (SCSL),

(vi) the Sun Industry Standards License (SISL),

(vii) the BSD License and

(viii) the Apache License.

11.6 Customer represents and warrants that:

(i) the information Customer provides in connection with Customer registration for

the Services is accurate and complete;

(ii) Customer is duly authorized to do business in the jurisdiction where Customer

operates; and

(iii) Customer is an authorized representative of Customer entity duly authorized

to access the Services and to legally bind Customer to these Terms of Services

and all transactions conducted under Customer’s account.

11.7 ALOTECH PROPERTIES, THE NEWNET MARKS, AND/OR SERVICES

AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, CONTENT, IMAGES,

MATERIALS AND OTHER DATA OR INFORMATION PROVIDED BY ALOTECH

OR ITS LICENSORS IN CONNECTION THEREWITH (COLLECTIVELY THE

SERVICE OFFERINGS“) ARE PROVIDED “AS IS.” ALOTECH AND ITS

LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY

KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH

RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT

PROHIBITED BY APPLICABLE LAW, ALOTECH AND ITS LICENSORS

DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY

IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY,

FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET

ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF

DEALING OR USAGE OF TRADE. ALOTECH AND ITS LICENSORS DO NOT

WARRANT THAT THE SERVICE OFFERINGS WILL FUNCTION AS

DESCRIBED, WILL BE UNINTERRUPTED OR ERROR FREE, OR FREE OF

HARMFUL COMPONENTS, OR THAT THE DATA CUSTOMER STORE

WITHIN THE SERVICE OFFERINGS WILL BE SECURE OR NOT OTHERWISE

LOST OR DAMAGED. ALOTECH AND ITS LICENSORS SHALL NOT BE

RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING,

WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES OR OTHER

INTERRUPTIONS. NO ADVICE OR INFORMATION OBTAINED BY

CUSTOMER FROM ALOTECH OR FROM ANY THIRD PARTY OR THROUGH

THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY

STATED IN THIS AGREEMENT.

11.8 NEITHER ALOTECH NOR ANY OF ITS LICENSORS SHALL BE LIABLE

TO CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,

CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT

LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA

OR OTHER LOSSES (EVEN IF ALOTECH HAS BEEN ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THESE TERMS

OF SERVICES, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES

RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE

SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS

AND SERVICES; OR (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF

CUSTOMER CONTENT. IN ANY CASE, ALOTECH”S AGGREGATE LIABILITY

UNDER THESE TERMS OF SERVICES SHALL BE LIMITED TO THE AMOUNT

ACTUALLY PAID BY CUSTOMER TO ALOTECH HEREUNDER FOR THE

SERVICES DURING THE PRECEDING TWELVE (12) MONTHS. SOME

JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN

WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR

INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR

ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO

CUSTOMER, AND CUSTOMER MAY HAVE ADDITIONAL RIGHTS.

 

12. INDEMNIFICATION

12.1 Customer agrees to indemnify, defend and hold AloTech, its affiliates and

licensors, each of its and their business partners (including third party sellers on

websites operated by or on behalf of AloTech) and each of AloTech’s and its

respective employees, officers, directors and representatives, harmless from and

against any and all claims, losses, damages, liabilities, judgments, penalties,

fines, costs and expenses (including reasonable attorney’s fees), arising out of or

in connection with any claim arising out of:

(i) Customer’s use of the Services, AloTech Properties and/or AloTech Marks in a

manner not authorized by these Terms of Services, and/or in violation of the

applicable restrictions, the Acceptable Use Policy, and/or applicable law,

(ii) Customer Applications, Customer Content, or the combination of either with

other applications, content or processes, including but not limited to any claim

involving infringement or misappropriation of third-party rights and/or the use,

development, design, manufacture, production, advertising, promotion and/or

marketing of Customer Applications and/or Customer Content,

(iii) Customer’s violation of any term or condition of these Terms of Services or

any applicable additional policies, including without limitation, Customer

representations and warranties, or

(iv) Customer’s or Customer employees” or personnel’s negligence or willful

misconduct.

12.2 AloTech agrees to promptly notify Customer of any claim subject to

indemnification; provided that AloTech’s failure to promptly notify Customer shall

not affect Customer’s obligations hereunder except to the extent that AloTech’s

failure to promptly notify Customer materially delays or significantly prejudices

Customer’s ability to defend the claim. At AloTech’s option, Customer will have

the right to defend against any such claim with counsel of Customer’s own

choosing (subject to AloTech’s written consent) and to settle such claim as

Customer deems appropriate, provided that Customer shall not enter into any

settlement without our prior written consent and provided that AloTech may, at

any time, elect to take over control of the defense and settlement of the claim.

13. TERM AND TERMINATION

The term (“Term”) of these Terms of Services will commence once Customer

accepts these Terms of Services as provided herein and will remain in effect for

twelve months unless terminated by either party for any reason with a 30 days

prior notice. The term will automatically renewed for another twelve months

unless one of the Parties expresses intention of termination.

AloTech shall not be liable for any failure or delay in performing its obligations

hereunder for failure or downtime of any telecommunications line and/or

unavailability of any telecommunications of AloTech or AloTech Internet facilities,

power failure, governmental restrictions, any court order, compliance with any

law, regulation, or order of any governmental authority, or any other cause

beyond the reasonable control of AloTech. In addition, AloTech shall be so

excused in the event it is unable to acquire from its usual sources, and on terms

it deems to be reasonable, any material necessary for the performance of the

Services.

14. GOVERNING LAW AND DISPUTES

By using the Services, Customer agrees that the laws of TURKEY without regard

to principles of conflicts of laws, will govern these Terms of Services and any

dispute of any sort that might arise between Customer and AloTech will be

brought before Central Courts of Istanbul, Turkey.

15. NOTICES

The notifications or any kind of communication regarding these Terms of Services

shall be made in writing to the correspondence address.

Alotech Correspondence Adress

Company: Alotech İletişim Teknolojileri A.Ş

Adress: Meclis Mah. Teraziler Cad. Karacaoğlan Sk. No:5 K:3 Sarıgazi

Sancaktepe İstanbul

Phone:  +90 0850 2000 256 e-mail info@alo-tech.com Fax: + 90 212 281 48 59

Email: support@alo-tech.com

16 – MISCELLANEOUS PROVISIONS

16.1  If Customer authorizes assists, encourages or facilitates another person or

entity to take any action related to the subject matter of these Terms of Services,

Customer shall be deemed to have taken the action itself.

16.2. If any portion of these Terms of Services is held by a court of competent

jurisdiction to be invalid or unenforceable, the remaining portions of these Terms

of Services will remain in full force and effect, and any invalid or unenforceable

portions shall be construed in a manner that most closely reflects the effect and

intent of the original language. If such construction is not possible, the provision

will be severed from these Terms of Services, and the rest of the Terms of

Services shall remain in full force and effect.

16.3  No failure or delay on the part of AloTech in exercising its rights under

these Terms of Services is deemed to be a waiver of its rights unless expressly

made in writing by AloTech waiving its rights.

16.4  These Terms of Services will be binding upon, and inure to the benefit of

the parties and their respective successors and assigns.

16.5. In carrying out its respective obligations under these Terms of Services,

each Party agrees to comply with all applicable laws and regulations of the

Territory and of any other applicable country, including any country of export.

Each Party agrees not to pay, promise to pay, or authorize the payment of any

money or anything of value, whether directly or indirectly, to any person (whether

a government official or private individual) for the purpose of illegally or

improperly inducing any foreign official or any foreign political party or official

thereof to make an award decision or illegally or improperly to assist either Party

in obtaining or retaining business, or to take any other action favorable to either

Party in connection with the award of a license. Any Party that fails to comply

with this clause must indemnify the other Party from and against any claim, loss,

damage, liability, expense, and cost, of whatsoever nature arising out of or

related to, or connected with the Party’s failure to comply.

16.6. Services deployments may include different features and different

timelines.

16.7  These Terms of Services incorporate by reference all policies and

guidelines posted on the AloTech Website and as may be modified thereafter

(including the Acceptable Use Policy, the Terms of Services and the Privacy

Policy) and constitutes the entire agreement between Customer and AloTech

regarding the subject matter hereof and supersedes any and all prior or

contemporaneous representation, understanding, agreement, or communication

between Customer and AloTech, whether written or oral, regarding such subject

matter.