SaaS Subscription Agreement

IMPORTANT: PLEASE READ CAREFULLY. This PVX.AI Software as a Service Subscription Agreement ("Agreement") contains the terms and conditions that govern your access to and use of the PVX.AI Services between PVX TEKNOLOJI A.S. (operating as "PVX.AI") and the Customer. By executing an Order Form that references this Agreement, clicking "I Accept", accessing or using the PVX.AI Services, or by authorizing any User to access and use the PVX.AI Services on your behalf, you agree to be bound by this Agreement. If you do not agree to all of the terms of this Agreement, do not access or use the PVX.AI Services.

1. Definitions

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of at least fifty percent (50%) of the outstanding voting securities of such entity.

"Agreement" means this PVX.AI Software as a Service Subscription Agreement, including all Order Forms, schedules, and exhibits attached hereto or incorporated by reference, including Schedule D (Order Form Template).

"Authorized User" or "User" means Customer's and its Affiliates' employees, consultants, contractors, and agents who are authorized by Customer to access and use the PVX.AI Services under the rights granted to Customer pursuant to this Agreement.

"Beta Features" means any features, functionality, or services identified by PVX.AI as "Beta," "Preview," "Early Access," "Experimental," or similar designation.

"Confidential Information" means all non-public, proprietary or confidential information disclosed by one party to the other party, whether orally, in writing, or in other form, including but not limited to: (a) with respect to PVX.AI, the PVX.AI Services, Software, Documentation, pricing information, and any technical or performance information; and (b) with respect to Customer, Customer Data and any information about Customer's solar projects, engineering specifications, or business operations.

"Customer" means the entity identified on the applicable Order Form.

"Customer Data" means all electronic data, information, content, solar project designs, engineering calculations, simulations, and other materials submitted, uploaded, or otherwise provided by or on behalf of Customer or its Authorized Users to the PVX.AI Services.

"Customer Outputs" means the project-specific engineering designs, reports, and other files generated by the Customer through its authorized use of the Services.

"Documentation" means PVX.AI's then-current technical documentation, user manuals, and online help files for the PVX.AI Services made available by PVX.AI.

"Effective Date" means the date on which Customer first accepts this Agreement or executes an Order Form referencing this Agreement.

"Fees" means all fees payable by Customer to PVX.AI as set forth in the applicable Order Form.

"Force Majeure Event" means any event beyond a party's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, accidents, pandemic, strikes, or labor disputes.

"Intellectual Property Rights" means all intellectual property rights recognized in any jurisdiction worldwide, including without limitation patents, copyrights, trademarks, trade secrets, database rights, design rights, and other proprietary rights.

"Malicious Code" means viruses, worms, Trojan horses, ransomware, spyware, or other harmful code designed to damage or disrupt software, hardware, or networks.

"Order Form" means the ordering document, statement of work, or purchase order executed by Customer and PVX.AI that specifies the PVX.AI Services to be provided, Subscription Term, Fees, and other commercial terms.

"Personal Data" means any information relating to an identified or identifiable natural person as defined under applicable data protection laws, including GDPR and Turkish Personal Data Protection Law No. 6698.

"PVX.AI" means PVX TEKNOLOJI A.S., a Turkish joint stock company, operating under the brand name "PVX.AI".

"PVX.AI Services" or "Services" means PVX.AI's proprietary cloud-based solar engineering design software platform, including all modules, features, functions, tools, APIs, and related hosting services, as further described in the applicable Order Form and Documentation.

"Sensitive Data" means: (a) government-issued identification numbers; (b) financial account numbers, credit or debit card numbers; (c) protected health information; (d) biometric data; or (e) any data requiring specific regulatory compliance or enhanced security measures.

"Service Level Agreement" or "SLA" means the service level commitments set forth in Schedule A attached hereto.

"Software" means the object code version of any software applications, tools, or systems provided by PVX.AI as part of the PVX.AI Services.

"Subscription Term" means the period during which Customer is authorized to access and use the PVX.AI Services as specified in the applicable Order Form.

"Support Services" means the technical support and maintenance services provided by PVX.AI as described in Schedule B.

"Third-Party Services" means any third-party products, services, or platforms that interoperate with the PVX.AI Services.

"Usage Limits" means the usage limitations specified in an Order Form, which may include limits on number of Users, projects, computational resources, storage capacity, or API calls.

2. Scope of Services

2.1 Provision of Services

Subject to the terms and conditions of this Agreement and payment of all applicable Fees, PVX.AI hereby grants to Customer a limited, non-exclusive, non-transferable right to access and use the PVX.AI Services during the Subscription Term solely for Customer's internal business purposes in accordance with this Agreement and the Documentation.

2.2 Authorized Users

Customer may permit its Authorized Users to access and use the PVX.AI Services subject to the Usage Limits. Customer shall ensure that all Authorized Users comply with this Agreement and shall be responsible for any breach of this Agreement by an Authorized User. Customer shall maintain accurate records of all Authorized Users and provide such information to PVX.AI upon request.

2.3 Service Modifications

PVX.AI reserves the right to modify, update, or enhance the PVX.AI Services from time to time, provided that such modifications do not materially diminish the core functionality of the Services. PVX.AI shall provide reasonable notice to Customer of any material changes.

2.4 Beta Features

PVX.AI may offer Beta Features to Customer. Beta Features are provided "AS IS" without warranty of any kind. PVX.AI may discontinue Beta Features at any time without notice. Customer's use of Beta Features is at its own risk.

3. License Terms and Restrictions

3.1 License Grant

Subject to Customer's compliance with this Agreement, PVX.AI grants Customer a limited, non-exclusive, non-sublicensable, non-transferable license during the Subscription Term to:

Access and use the PVX.AI Services in accordance with the Documentation;
Use the Software solely as part of the PVX.AI Services;
Use the Documentation solely in support of Customer's authorized use of the PVX.AI Services.

3.2 License Restrictions

Customer shall not, and shall not permit any third party to:

Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the PVX.AI Services;
Modify, adapt, alter, translate, or create derivative works of the PVX.AI Services;
Sublicense, distribute, sell, lease, rent, loan, or otherwise transfer the PVX.AI Services to any third party;
Use the PVX.AI Services to provide services to third parties (including service bureau or time-sharing arrangements);
Remove, alter, or obscure any proprietary notices on the PVX.AI Services;
Access or use the PVX.AI Services for competitive analysis or to build a competitive product;
Use the PVX.AI Services in violation of applicable laws or regulations;
Introduce any Malicious Code into the PVX.AI Services;
Attempt to gain unauthorized access to the PVX.AI Services or related systems;
Use the PVX.AI Services to store or process Sensitive Data without PVX.AI's prior written consent;
Exceed the Usage Limits specified in the applicable Order Form.

3.3 Reservation of Rights

PVX.AI reserves all rights not expressly granted to Customer. No implied licenses are granted under this Agreement.

4. Customer Responsibilities

4.1 General Responsibilities

Customer shall:

Provide accurate, complete, and current information as required for PVX.AI to provide the Services;
Maintain the confidentiality of all user credentials and promptly notify PVX.AI of any unauthorized access;
Ensure that its use of the PVX.AI Services complies with all applicable laws and regulations;
Obtain and maintain all necessary rights, consents, and permissions for Customer Data;
Maintain appropriate security measures for its systems and networks that interface with the PVX.AI Services;
Cooperate with PVX.AI's reasonable requests for information or assistance;
Use commercially reasonable efforts to prevent unauthorized access to the PVX.AI Services;
Obtain, install, maintain, and ensure proper licensing of AutoCAD 2023 or newer version on all systems where the PVX.AI Services will be accessed, as the PVX.AI Services require a licensed and running AutoCAD installation to function properly.

4.2 Customer Data

Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. Customer represents and warrants that it has all necessary rights to provide Customer Data to PVX.AI and that Customer Data does not violate any third-party rights or applicable laws.

4.3 Compliance with Laws

Customer shall comply with all applicable laws and regulations in its use of the PVX.AI Services, including but not limited to data protection laws, export control laws, and anti-corruption laws.

4.4 System Requirements

AutoCAD Required: Customer must have a validly licensed and properly installed version of AutoCAD 2023 or newer on all systems accessing the PVX.AI Services. The Services require AutoCAD to function properly.

License Compliance: Customer is solely responsible for obtaining, maintaining, and ensuring compliance with all AutoCAD licensing requirements from Autodesk Inc. PVX.AI makes no representations regarding AutoCAD licensing, and Customer must obtain AutoCAD licenses independently.

System Compatibility: Customer is responsible for ensuring that its systems meet all other technical requirements specified in the Documentation, including but not limited to operating system compatibility, hardware specifications, and network requirements.

Updates and Compatibility: Customer acknowledges that updates to AutoCAD or other system software may affect compatibility with the PVX.AI Services. PVX.AI will use commercially reasonable efforts to maintain compatibility with current and supported versions of AutoCAD but does not guarantee compatibility with all versions or updates.

Performance Impact: Customer understands that the performance of the PVX.AI Services may be affected by the performance and configuration of the underlying AutoCAD installation and Customer's system environment.

Third-Party Software Disclaimer: PVX.AI is an independent software provider and is not an agent, partner, or reseller of Autodesk Inc. PVX.AI makes no representations or warranties regarding AutoCAD and is not responsible for the performance, functionality, or any issues arising from the AutoCAD software. Any support or maintenance for the AutoCAD software must be obtained directly from Autodesk Inc.

5. Fees and Payment Terms

5.1 Fees

Customer shall pay all Fees specified in the applicable Order Form. Unless otherwise specified in an Order Form: (a) Fees are based on the Services purchased and not actual usage; (b) payment obligations are non-cancelable and Fees paid are non-refundable; (c) Fees do not include taxes, which shall be Customer's responsibility as set forth in Section 5.5.

5.2 Payment Terms

Unless otherwise specified in an Order Form, all Fees are due and payable within thirty (30) days from the invoice date. PVX.AI may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law. Customer shall reimburse PVX.AI for all reasonable costs incurred in collecting overdue amounts.

5.3 Disputed Invoices

Customer must notify PVX.AI in writing of any good-faith dispute with any charge within thirty (30) days of the invoice date, and the parties will cooperate diligently to resolve the dispute. Customer will pay all undisputed charges on time. Any amounts determined to be owed after resolution of the dispute shall be paid within fifteen (15) days of such determination, together with interest at the rate specified in Section 5.2 from the original due date.

5.4 Suspension for Non-Payment

If Customer fails to pay any undisputed Fees when due, PVX.AI may, upon fifteen (15) days written notice, suspend Customer's access to the PVX.AI Services until all outstanding amounts are paid in full.

5.5 Taxes

All Fees are exclusive of taxes. Customer shall pay or reimburse PVX.AI for all sales, use, value-added, withholding, or similar taxes related to Customer's purchase of the Services, excluding taxes based on PVX.AI's income. If Customer is required to withhold taxes, Customer shall provide PVX.AI with appropriate tax documentation.

5.6 Fee Adjustments

PVX.AI may increase Fees upon renewal of the Subscription Term by providing at least sixty (60) days prior written notice. For multi-year subscriptions, PVX.AI may increase Fees annually by up to 5% or the increase in the Consumer Price Index, whichever is greater.

6. Confidentiality

6.1 Definition of Confidential Information

As used in this Agreement, "Confidential Information" means any nonpublic information or materials disclosed under this Agreement by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, which the disclosing party clearly identifies as confidential or proprietary. PVX.AI's Confidential Information includes the PVX.AI Services and any information or materials relating to the PVX.AI Services (including pricing), Documentation, and PVX.AI Marks. Confidential Information may also include confidential or proprietary information disclosed to a disclosing party by a third party.

6.2 Confidentiality Obligations

Each party (the "Receiving Party") shall:

Hold the other party's (the "Disclosing Party") Confidential Information in strict confidence and use reasonable care to protect the same;
Restrict disclosure of such Confidential Information to those employees or agents with a need to know such information and who are under a duty of confidentiality respecting the protection of Confidential Information substantially similar to those of this Agreement;
Not disclose Confidential Information to third parties without the Disclosing Party's prior written consent;
Use Confidential Information only for the purposes for which it was disclosed, unless otherwise set forth in this Agreement;
Protect Confidential Information using the same degree of care it uses for its own confidential information, but in no event less than reasonable care.

6.3 Exceptions

The obligations in Section 6.2 shall not apply to Confidential Information, excluding Personal Data, to the extent it:

Is or becomes publicly available through no breach by the Receiving Party;
Was rightfully known by the Receiving Party without confidentiality obligations prior to receipt from the Disclosing Party;
Is independently developed by the Receiving Party without use of or access to the Disclosing Party's Confidential Information;
Is rightfully received from a third party without confidentiality obligations;
Is required to be disclosed by law, regulation, or judicial order, provided that the Receiving Party provides prompt notice (where permitted) to the Disclosing Party of such order and takes reasonable steps to contest or limit the scope of any required disclosure.

6.4 Injunctive Relief

The parties agree that, in addition to any other relief to which the non-breaching party may be entitled, any material breach of this Section 6 will cause irreparable injury and the non-breaching party may seek injunctive relief in a court of competent jurisdiction without the need of posting bond.

6.5 Duration

The confidentiality obligations shall survive termination of this Agreement for five (5) years, except for trade secrets, which shall be protected indefinitely.

7. Intellectual Property

7.1 Proprietary Rights

License, Not Sale: The PVX.AI Services, Documentation, and PVX.AI Marks are licensed, not sold, under this Agreement. Use of "purchase" does not imply ownership transfer.

PVX.AI's Ownership: Except for the limited rights expressly granted to Customer, PVX.AI owns all rights to:

The PVX.AI Services, Documentation, and PVX.AI Marks
All copyrights, trademarks, patents, and trade secrets
All algorithms, business processes, improvements, and modifications
All information collected and analyzed in connection with the Services

Third-Party Content: Content accessed through the PVX.AI Services belongs to its respective owners and is protected by intellectual property laws.

Third-Party Components: The Services may include third-party software ("Third Party Components"). Third-party licensors have no obligations to Customer under this Agreement and are third-party beneficiaries of this Agreement.

Reservation of Rights: All rights not expressly granted to Customer are reserved by PVX.AI. This Agreement grants no implied rights.

7.2 Customer Data

Customer retains all right, title, and interest in and to Customer Data. Customer grants PVX.AI a limited, worldwide, royalty-free license to use, copy, store, transmit, display, and process Customer Data solely as necessary to provide the Services and as otherwise permitted under this Agreement.

7.3 Feedback

If Customer provides any suggestions, feedback, or recommendations regarding the PVX.AI Services ("Feedback"), PVX.AI shall have a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such Feedback without any obligation to Customer.

7.4 Aggregated Data

PVX.AI may collect and use aggregated, anonymized data derived from Customer's use of the Services for analytics, benchmarking, and service improvement purposes, provided such data cannot be used to identify Customer or any individual.

7.5 Ownership of Customer Outputs

Subject to PVX.AI's underlying ownership of the Services and its Intellectual Property Rights therein, Customer retains all right, title, and interest in and to the project-specific engineering designs, reports, and other files generated by the Customer through its authorized use of the Services ("Customer Outputs").

8. Warranties and Disclaimers

8.1 Mutual Warranties

Each party warrants that it has the legal power and authority to enter into this Agreement.

8.2 PVX.AI Warranties

PVX.AI warrants that:

The Services will perform materially in accordance with the Documentation;
It will provide the Services in a professional and workmanlike manner;
It will maintain commercially reasonable administrative, physical, and technical safeguards to protect Customer Data;
The Services will be free from Malicious Code.

8.3 Warranty Remedy

For any breach of the warranties in Section 8.2, Customer's exclusive remedy and PVX.AI's entire liability shall be for PVX.AI to use commercially reasonable efforts to correct the non-conformity. If PVX.AI cannot correct the non-conformity within thirty (30) days, Customer may terminate the affected Services and receive a pro-rata refund of prepaid Fees.

8.4 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PVX.AI DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PVX.AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. PVX.AI MAKES NO WARRANTIES REGARDING THE COMPATIBILITY, PERFORMANCE, OR FUNCTIONALITY OF THIRD-PARTY SOFTWARE, INCLUDING WITHOUT LIMITATION AUTOCAD SOFTWARE, AND CUSTOMER'S USE OF THE PVX.AI SERVICES IS SUBJECT TO CUSTOMER'S COMPLIANCE WITH ALL SYSTEM REQUIREMENTS SET FORTH IN SECTION 4.4. PVX.AI SHALL NOT BE LIABLE FOR ANY ISSUES ARISING FROM CUSTOMER'S FAILURE TO MAINTAIN PROPER AUTOCAD LICENSING OR INSTALLATION.

9. Indemnification

9.1 PVX.AI Indemnification

PVX.AI shall defend, indemnify, and hold harmless Customer from any third-party claim that Customer's authorized use of the PVX.AI Services infringes such third party's patents, copyrights, or trademarks, and shall pay any damages finally awarded or settlements agreed to by PVX.AI, provided Customer:

Promptly notifies PVX.AI of the claim;
Grants PVX.AI sole control of the defense and settlement;
Provides reasonable cooperation and assistance.

9.2 Exclusions

PVX.AI shall have no obligation under Section 9.1 for claims arising from:

Use of the Services in combination with third-party products or services;
Modifications to the Services not made by PVX.AI;
Use of the Services in violation of this Agreement;
Customer Data or Customer's specifications.

9.3 Customer Indemnification

Customer shall defend, indemnify, and hold harmless PVX.AI from any third-party claims arising from:

Customer Data;
Customer's breach of this Agreement;
Customer's violation of applicable laws;
Customer's use of the Services in combination with third-party products or services.

9.4 Infringement Remedies

If the Services become subject to an infringement claim, PVX.AI may, at its option:

Obtain the right for Customer to continue using the Services;
Modify the Services to be non-infringing;
Replace the Services with non-infringing functionality;
If none of the above is commercially reasonable, terminate the Agreement and provide a pro-rata refund.

10. Limitation of Liability

10.1 Limitation on Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR VIOLATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL PVX.AI, ITS AFFILIATES, OR ITS OR THEIR DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, OR LICENSORS HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR STATUTORY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST OR CORRUPTED DATA, LOSS OF GOODWILL, LOSS OF REVENUE, WORK STOPPAGE, EQUIPMENT FAILURE OR MALFUNCTION, PROPERTY DAMAGE, OR ANY OTHER ECONOMIC DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PVX.AI SERVICES, OR ANY OTHER PRODUCTS OR SERVICES PROVIDED HEREUNDER, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, INDEMNITY, OR OTHERWISE) UPON WHICH ANY SUCH LIABILITY IS BASED.

10.2 Limitation on Direct Damages

10.3 Exceptions

The limitations in this Section 10 shall not apply to:

Either party's indemnification obligations;
Customer's payment obligations;
Either party's breach of confidentiality obligations;
Either party's violation of the other party's Intellectual Property Rights;
Liability that cannot be limited under applicable law.

11. Data Protection and Privacy

11.1 Data Processing

The parties shall comply with the Data Processing Addendum attached as Schedule C, which governs the processing of Personal Data under this Agreement.

11.2 Security Measures

PVX.AI shall implement and maintain appropriate technical and organizational security measures to protect Customer Data against unauthorized access, loss, destruction, or alteration. Such measures shall include:

Encryption of data in transit and at rest;
Regular security assessments and penetration testing;
Access controls and authentication mechanisms;
Regular backups and disaster recovery procedures;
Employee training on data security and privacy.

11.3 Data Location

Unless otherwise agreed, PVX.AI may process and store Customer Data in any country where PVX.AI or its sub-processors maintain facilities, provided appropriate safeguards are in place for international data transfers.

11.4 Security Incidents

PVX.AI shall notify Customer without undue delay upon becoming aware of any unauthorized access to Customer Data. PVX.AI shall investigate the incident, take reasonable steps to mitigate harmful effects, and cooperate with Customer's reasonable requests for information.

11.5 Data Retention and Deletion

PVX.AI shall retain Customer Data in accordance with Customer's instructions and applicable law. Upon termination, PVX.AI shall, at Customer's option, return or delete Customer Data, except as required by law.

12. Term and Termination

12.1 Term

This Agreement commences on the Effective Date and continues until terminated in accordance with this Section 12. Each Order Form shall have the Subscription Term specified therein.

12.2 Renewal

Unless otherwise specified in an Order Form, subscriptions shall automatically renew for successive periods equal to the initial Subscription Term unless either party provides written notice of non-renewal at least sixty (60) days before the end of the current Subscription Term. Renewal terms shall be subject to PVX.AI's then-current fees.

12.3 Termination for Breach

Either party may terminate this Agreement or any Order Form if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice.

12.4 Termination for Insolvency

Either party may terminate this Agreement immediately upon written notice if the other party:

Becomes insolvent or unable to pay its debts;
Makes an assignment for the benefit of creditors;
Seeks protection under any bankruptcy or similar law;
Has a receiver or trustee appointed over its assets.

12.5 Effect of Termination

Upon termination:

All licenses granted hereunder immediately terminate;
Customer shall immediately cease all use of the Services;
Each party shall return or destroy the other party's Confidential Information;
PVX.AI shall make Customer Data available for download for thirty (30) days;
All accrued rights and obligations survive termination.

12.6 Survival

The following sections shall survive termination: 1 (Definitions), 5 (Fees and Payment Terms, for amounts due), 6 (Confidentiality), 7 (Intellectual Property), 8.4 (Disclaimers), 9 (Indemnification), 10 (Limitation of Liability), 11 (Data Protection, as applicable), 12.5 (Effect of Termination), 12.6 (Survival), and 13 (General Provisions).

13. General Provisions

13.1 Governing Law and Jurisdiction

(a) For Customers located in Turkey: This Agreement shall be governed by Turkish law. Any disputes shall be resolved by the Istanbul Courts and Enforcement Offices.

(b) For International Customers: This Agreement shall be governed by the laws of the State of Delaware, United States, excluding conflict of laws principles. Any disputes shall be subject to the exclusive jurisdiction of the courts of Delaware.

13.2 Export Compliance

Customer shall comply with all applicable export control laws and regulations. Customer represents that it is not prohibited from receiving the Services under applicable laws.

13.3 Anti-Corruption

Each party shall comply with all applicable anti-corruption laws. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value in connection with this Agreement.

13.4 Force Majeure

Neither party shall be liable for delays or failure to perform due to causes beyond its reasonable control, including acts of God, labor disputes, utility failures, natural disasters, government actions, terrorism, war, pandemic, cyber attacks, or similar events ("Force Majeure Event"), provided the affected party makes reasonable efforts to perform.

The affected party must immediately notify the other party in writing. Obligations will be suspended until the Force Majeure Event ends. If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate this Agreement. Payment obligations are not excused by Force Majeure.

13.5 Assignment

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

13.6 Notices

Any notices required under this Agreement will be in writing and will be delivered by electronic mail, personal delivery (with a copy by email), or certified or registered mail (return receipt requested and with a copy by email) to the applicable notice address of the other party as set forth in the applicable Order Form or signature page below (or to such other notice address that a party may designate by at least ten (10) days' prior written notice to the other party). Legal notices shall be sent to the legal department with a copy to the primary contact. Notices delivered by electronic mail shall be deemed delivered when sent, provided that the sender receives confirmation of delivery or no undeliverable message is received. Notices delivered by personal delivery shall be deemed delivered when delivered. Notices delivered by certified or registered mail shall be deemed delivered three (3) business days after deposit in the mail.

13.7 Entire Agreement

This Agreement, including all Order Forms, schedules, and exhibits, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings. No modification shall be effective unless in writing and signed by both parties.

13.8 Severability

If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be replaced with a valid provision that most closely reflects the parties' original intent.

13.9 No Waiver

No failure or delay in exercising any right shall constitute a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise.

13.10 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates or shall be construed to create a partnership, joint venture, agency, employment, or employer-employee relationship between the parties. Neither party has the authority to make any commitments, assume any obligations, or incur any liabilities on behalf of the other party.

13.11 Publicity

PVX.AI may identify Customer as a customer and use Customer's name and logo in marketing materials, provided PVX.AI does not imply Customer's endorsement without permission.

13.12 Third-Party Beneficiaries

Except as expressly provided, this Agreement does not create any third-party beneficiary rights.

13.13 Order of Precedence

In case of conflict, the order of precedence shall be: (1) applicable Order Form; (2) this Agreement; (3) Schedules and exhibits.

13.14 Language

This Agreement is executed in English. Any translation is for convenience only, and the English version shall prevail.

13.15 Future Functionality

Customer agrees that it has not relied on the availability of any future functionality of the PVX.AI Services or any other future product or service in executing this Agreement. Customer acknowledges that information provided by PVX.AI regarding future functionality should not be relied upon to make a purchase decision.

Schedule A: Service Level Agreement (SLA)

1. Service Availability

PVX.AI commits to maintaining 99.5% availability of the PVX.AI Services during each calendar month, excluding scheduled maintenance.

2. Scheduled Maintenance

PVX.AI may perform scheduled maintenance with at least 48 hours advance notice. Scheduled maintenance windows shall not exceed 4 hours per month.

3. Availability Monitoring

PVX.AI will monitor service availability and provide reports upon Customer request. Any failure to meet the availability commitment will be investigated and addressed to prevent recurrence.

4. Exclusions

The SLA does not apply to:

Beta Features
Customer-caused issues
Force Majeure Events
Third-party service failures
Scheduled maintenance

Schedule B: Support Services

1. Support Availability

Standard Support (included)	Premium Support (additional fee)
Business hours: 9:00 AM - 6:00 PM TRT, Mon-Fri	24/7 availability
Critical issues: 12 business hours	Critical issues: 2 hours
High priority: 24 business hours	High priority: 8 hours
Normal priority: 48 business hours	Normal priority: 16 hours
Low priority: 96 business hours	Low priority: 48 hours

2. Support Channels

Email: [email protected]
Support portal: help.pvx.ai
Phone: +90 216 888 0 757 (Premium Support only)

3. Issue Priority Definitions

Critical: Production system down, no workaround available
High: Major functionality impaired, limited workaround available
Normal: Moderate impact on functionality, workaround available
Low: Minor issue, cosmetic problems, or general questions

4. Customer Responsibilities

Customer shall:

Provide detailed issue descriptions
Grant necessary access for troubleshooting
Apply recommended fixes and updates
Maintain supported system configurations

5. Exclusions

Support does not include:

Custom development or consulting
Training services (available separately)
Third-party product support
Issues caused by unsupported modifications

Schedule C: Data Processing Addendum

1. Definitions

Terms used in this DPA have the meanings given in the GDPR and Turkish Personal Data Protection Law.

2. Processing of Personal Data

PVX.AI shall process Personal Data only on Customer's documented instructions.
PVX.AI shall ensure persons authorized to process Personal Data are bound by confidentiality.
PVX.AI shall implement appropriate technical and organizational measures to ensure security of processing.

3. Sub-processors

Customer provides general authorization for PVX.AI to engage sub-processors.
PVX.AI shall maintain a list of sub-processors and notify Customer of changes.
PVX.AI shall ensure sub-processors are bound by data protection obligations.

4. Data Subject Rights

PVX.AI shall assist Customer in fulfilling data subject requests, considering the nature of processing.

5. Security Measures

PVX.AI implements industry-standard security measures including:

Pseudonymization and encryption
Confidentiality, integrity, and availability safeguards

6. International Transfers

For transfers outside the EEA/Turkey, PVX.AI shall implement appropriate safeguards (Standard Contractual Clauses or other approved mechanisms).

7. Data Breach Notification

PVX.AI shall notify Customer without undue delay after becoming aware of a Personal Data breach.

8. Return and Deletion

Upon termination, PVX.AI shall, at Customer's choice, return or delete Personal Data, unless retention is required by law.

9. Liability

The parties' liability for data protection breaches shall be subject to the limitations in the main Agreement.

Payment Terms

Currency: EUR

Payment Schedule: Annual payment in advance

Payment Methods Accepted: Wire Transfer/Bank Transfer, Credit Card (Visa, Mastercard, American Express)

Invoice Terms:

Payment due: Net 30 days
Invoice delivery method: Email or Electronic Invoicing (for Turkey only)
Invoice frequency: Annually
Purchase Order required: No

Bank Details for Wire Transfers:

Beneficiary: PVX TEKNOLOJI A.S.
Bank Name: AKBANK T.A.S.
Bank Address: Konaklar, Sabanci Ak Center Girisi No:2, 34330 Besiktas/Istanbul
SWIFT/BIC Code: AKBKTRIS
TRY Account IBAN: TR49 0004 6001 7088 8000 2063 89
EUR Account IBAN: TR07 0004 6001 7003 6000 2167 13
USD Account IBAN: TR57 0004 6001 7000 1000 2167 12

Late Payment Terms: Interest rate on overdue amounts: 1.5% per month (or maximum permitted by law). Suspension notice period for non-payment: 15 days (as per Section 5.4 of Agreement).

PVXAI, INC.
5000 Plaza on the Lake, Suite 100 PMB 2021
Austin, TX 78746, United States
Email: [email protected]