1. PARTIES

This User Agreement (hereinafter referred to as the 'AGREEMENT') is entered into by Marsala Software (hereinafter referred to as the 'Company'), whose internet address is www.carbonemit.com (hereinafter referred to as the 'Site/Website') and the CarbonEmit Corporate Carbon Footprint Calculation Software (hereinafter referred to as the 'Application') offered on the website www.carbonemit.com (hereinafter referred to as the 'Site/Website') for the use of applications and services connected to the carbonemit.com.tr website visitor or member of the Application (hereinafter referred to as the 'User').

2. SUBJECT AND SCOPE OF THE AGREEMENT

This Agreement regulates the terms and conditions and the rights and obligations of the relevant parties regarding the license lease for the use of the cloud-based corporate carbon management system application accessed through the Application by the User and the data uploaded to the Application.

3. ACCEPTANCE OF THE CONTRACT

The AGREEMENT is deemed to be accepted by checking the box 'I have read and accept the terms' during the rental process together with registration for the Application test product or registration for one of the paid packages.

4. DESCRIPTION OF SERVICE

4.1. The Company will enable the Users to calculate, report, archive, analyze, compare and offset their corporate carbon footprint with the Application offered by the Company.

4.2. If the User requests to develop a different feature that is not available on the Application, the fee for the relevant feature will be invoiced separately and will be displayed on the customer's interface.

4.3. The web hosting service required for the use of the Application is provided by the Company and can be used during the CONTRACT.

4.4. The application will report according to international standards.

5. CONDITIONS AND DURATION OF USE

The application is free to use, only a fee is required if a report/certificate is to be retrieved from the system. These fees are deducted from the credits the user has already received. The user has the right to use all other services offered in the application free of charge.

6. RIGHTS AND OBLIGATIONS OF PARTIES

6.1. The User declares that he/she knows that he/she must approve this Agreement by providing the information requested by the Company in a complete, accurate and up-to-date manner in order to benefit from the Application. In case of any change in the information provided during the establishment of the User status, the User is obliged to notify the Company of such new information within 3 business days. The User is responsible for the inability to access and benefit from the Site or Application due to incomplete or untrue provision of such information or outdated information.

6.2. The User declares that he/she has reached the age of 18 and has the legal capacity to enter into this Agreement. If the User accesses the Site or Application on behalf of a legal entity, the User accepts and declares that he/she has the necessary authorization. In this case, the status of the User and the rights and obligations shall belong to the entity in question.

6.3. The User may create more than one account using the same or different information. In the event that any account of the User is suspended or terminated by the Company, the User cannot establish a new account (with the same or different information). The Company reserves the right to refuse to open the User's account without any justification, subject to its sole discretion.

6.4. Access to the Application by the User shall be realized by using the username and password. The User shall be responsible for the protection of the confidentiality and security of this password and all kinds of activities carried out with the use of such information through the Application shall be deemed to be carried out by the User and all legal and criminal liability arising from these activities shall belong to the User. The User shall immediately notify the Company of any unauthorized use of his/her password or any other breach of security.

6.5. The User agrees and undertakes to use the Application only for its lawful activities and to act in accordance with this Agreement and its annexes. The User shall not use the Application and the Site to provide services to third parties.

6.6. The User may not authorize a third person or party to use the Application.

6.7. The Content shared by the User is the property of the User and all responsibility for the Content belongs to the User. The Company has the right to use the Content within the scope of the license provided to it by the User under this Agreement. The Company shall not be held responsible for the Content or for any loss or damage that may be caused by the Content, and the Company shall have no responsibility for compliance with the standards, the accuracy of the Content and the accuracy of the data, including but not limited to those listed. It is the User's responsibility whether or not the results to be obtained from the Application and all documentation are verified by third party independent verifiers, certification bodies and authentic statements. The Company reserves the right to regulate, inspect, suspend and delete Content that violates the law and public morals. The User agrees that he/she may delete the Content from the Application and its systems and that the Company is not responsible for any damages that may occur in this context, including lost data.

6.8. The User agrees that if the Application is used by third parties, he/she will not engage in activities that may jeopardize the security and integrity of the computer and network systems of these third parties, will not use the Application in a way that will prevent or damage the functionality of the Application, the Application, the Site or other systems where services are provided, or the functionality of other users who benefit from the Application and the Site, and will not provide unauthorized access to the computer systems where the Application is hosted or to the Application outside the scope of access granted to him/her, The User accepts and undertakes that he/she will not transfer or upload files or unlawful Content (including copyrighted or trade secret Content and other materials that the User has no right to use) to the Site that will damage the computer systems, devices and software of the Company and third parties, and that he/she will not modify, copy, adapt, adapt, reproduce, create source code or reverse engineer the computer programs used in the provision of services or the operation of the Site unless absolutely necessary for ordinary use. In case of violation of this article, the User accepts, declares and undertakes that he/she is jointly and severally liable for the act and damage together with third parties.

6.9. The User acknowledges that its use of the Application may be subject to restrictions, including monthly transaction and storage volumes.

6.10. The User shall retain copies of the Content uploaded to the Application. The Company complies with the necessary policies and procedures to prevent data loss, but does not guarantee that the Content will not be lost. The Company is not responsible for the loss of Content, regardless of how it occurs.

6.11. The Company shall store and use the information and data shared by the User within the scope of the 'Confidentiality Agreement' annexed to this Agreement. The User agrees that the Company may share the User's information with the relevant competent authorities upon request from the competent authorities. Apart from this, information about the User and the transactions performed by the User through the Site may be used for the security of the User, the performance of the Company's obligations and some statistical evaluations. This information may also be classified and stored on a database, and the Company may use the User's usage and transaction information for performance evaluations, marketing campaigns of the Company and its business partners, annual reports and similar transactions for the period required for these, following the anonymization of such data. The User agrees that the Content and other information may be stored by the Company or third parties in data centers located in Turkey or abroad. Within the scope of this article, the Company's use of data and information etc. is subject to the written permission of the User. Otherwise, it will constitute a breach of contract.

6.12. In case of technical problems with the Application, the User shall make reasonable efforts to detect and diagnose the problem before contacting the Company. If the User's need for technical support continues, the necessary support will be provided through the Site, the Application or other appropriate channels. The details of the support to be provided are limited to solving technical problems in the application and will be resolved within a maximum of 15 business days.

6.13. In the event that communication tools (such as forums, chat tools or message centers) are provided to the User through the Site, the User declares and undertakes to use these communication tools only for lawful purposes and procedures. The User shall not use such communication tools to share materials outside the purpose of the Application, including the sale of products and services, e-mails sent without the consent of the other party, files that may damage the software and computer systems of third parties, insulting content for other users or any unlawful content. The User undertakes that he/she is authorized to do so in terms of any communication he/she makes through the Site. The Company has no obligation to check the appropriateness of the communications made through the Site or that they are intended for the intended use of the Application. In terms of other web-based communication tools accessed through the Application or used in relation to the Application, the User shall show the care that he/she is obliged to show when using the communication tools provided through the Site. The Company has the right to remove the communication tools provided through the Site at any time at its sole discretion.

6.14. The Company reserves the right to unilaterally make changes to the provisions of this agreement and its annexes. The changes to be made will only take effect in the next contract year, and the User reserves the right to terminate this Agreement by written notice if the User does not accept such changes.

6.15. The User may not transfer or assign the User account and the rights and obligations arising from this Agreement and the use of the Site to a third party in any way.

6.16. In the event that the User violates this Agreement and other terms and conditions within the scope of the Site and its declarations and commitments within this scope, the Company shall have the right to suspend the User's membership or terminate the Agreement and terminate the user status in this way. In such a case, the Company reserves the right to claim the damages arising from such breach from the User.

7. FINANCIAL PROVISIONS

7.1. The User will be able to benefit from the services subject to this Agreement within the scope of the conditions set forth in the Application and Website, provided that the fees are paid in full and in full with the specified payment terms and means.

7.2. The fees, payment terms, effective dates of the fees for the services subject to this Agreement will be announced in the relevant sections of the Application and Website. No refund will be made in case of termination of membership for any reason, including termination of the Agreement.

7.3. The Company shall send an invoice to the contact address provided by the User at the beginning of the membership period regarding the usage fees for the membership period in question.

7.4. The User agrees that the Company may store the User's credit card and/or all kinds of payment information.

8. INTELLECTUAL AND INDUSTRIAL RIGHTS

8.1. The intellectual property and/or commercial license rights on the Website and Application subject to this Agreement belong to the Company and are protected by the provisions of the Law on Intellectual and Artistic Works, Turkish Criminal Code, Industrial Property Law and Turkish Commercial Code. The User has no right to process or change the Website and Application. In the event that the Website and Application are processed or modified in violation of this article, all rights, including intellectual property rights, of the modified and processed Software shall belong to the Company.

8.2. The User is granted a non-transferable, non-exclusive and worldwide simple license under this Agreement to use the Website and Application for its own internal purposes. The Company reserves the right to provide the same and similar services to Third Parties and to use its 'financial/copyright rights' on the Application as it wishes. The right granted to the User in this Agreement does not limit the Company from exercising any of its rights, including Intellectual Property rights, as it wishes.

8.3. The User grants the Company the right to use, copy, transmit and store his/her information and Content for the provision of services under this Agreement and for other purposes. The Company has the right to sublicense the Content to Third Party developers for the provision of services.

8.4. The User may not copy, modify, reproduce, source code, reverse engineer, reverse engineer, disrupt the order, functioning, copy the structural features of the Application and the Site in any way and/or make them available to anyone, disclose them, use them on his/her own behalf and account for purposes other than the contractual purpose, or make them available to Third Parties.

8.5. The ownership of the Application, Software, designs and all other additional services, whether paid or free of charge, belongs to the Company and the User cannot claim any rights over them. The Company has the right to make updates and changes regarding all these products and agrees that these studies will not prevent the User's carbon footprint calculation and reporting operation.

9. WARRANTY AND LIMITS OF LIABILITY

9.1. The Application, software and other content within the scope of the Site are presented in accordance with the content of the package purchased through the Site, and in this context, the Company has no responsibility or commitment regarding the accuracy, completeness and reliability of the Application, software and content. The User also understands and accepts that the Company does not make any commitment regarding the relationship between the Content and other User data.

9.2. The Company does not undertake that the use of the Application is uninterrupted and error-free. Although the Company aims to make the Application accessible and usable 24/7, it does not guarantee the operability and accessibility of the systems that provide access to the Application. The User agrees that access to the Application may be blocked or interrupted from time to time. The Company is in no way responsible for such blocking or interruptions.

9.3. The User acknowledges and agrees that the Site may link to other websites and/or portals, files or contents that are not under the control of the Company and that such links are not intended to support the website or its operator or do not constitute a statement or guarantee of any kind regarding the website or the information it contains, and that the Company has no responsibility for the portals, websites, files and contents, services or products or their content accessed through such links.

9.4. The User accepts that access to and quality of the Applications and Applications offered through the Site is largely based on the quality of the service provided by the relevant Internet Service Provider and that the Company has no responsibility for any problems arising from the quality of such service.

9.5. The User is solely responsible for the content uploaded and the use of the Site and Application. In the event that violations committed by the User are notified to the Company, the Company will immediately notify the User of the situation. The User accepts responsibility for violations of intellectual property, Content, Application and use of the Site caused by the User. The Company shall not have any responsibility for such violations, and the User shall be responsible for all damages, expenses and compensation claims.

9.6. To the extent permitted by applicable law, the Company shall not be liable for any direct, indirect, special, incidental, punitive damages arising out of the use of the Site, including, but not limited to, loss of profits, loss of goodwill and reputation, expenses incurred for the provision of substitute products and services. In addition, the Company further declares that it makes no warranties of any kind, express or implied, including but not limited to implied warranties, merchantability, fitness for a particular purpose. The Company's liability under this Agreement shall in any event be limited to the amount paid by the User for the services subject to this Agreement until the date of the relevant damage.

9.7. The Company has no legal liability for errors and losses in the Data, errors arising from voltage fluctuations and power outages, virus infection, internet lines and similar environmental factors; Application usage training and on-site support services; misuse or misuse of the Application; negligence and defects of Service Providers and Data Centers; Hardware, operating system, remote access network and communication network (network) designs, malfunctions, interruptions and connection errors; Database software and other software errors not belonging to the Company, Third Party software. The User shall be jointly and severally liable to the Company for the negligence and faults of its own employees.

9.8. The Company's liability for material or immaterial damages, losses and/or claims that may arise due to the use of the Application and this Agreement, except in case of gross negligence; It is limited to the 'Service Fee' paid to the Company for the last purchased membership service, if any, and has no responsibility for free use. The Company is in no case responsible for financial consequences and indirect damages such as loss of data, loss of profit-earnings, special damages and/or consequential damages.

10. ENFORCEMENT AND TERMINATION OF THE CONTRACT

10.1. In the event that one of the Parties fails to fully and duly fulfill its obligations arising from this Agreement and the breach in question is not remedied within the given period despite the written notification to be made by the other party, this Agreement may be terminated by the notifying party. If the aforementioned breach is realized by the User, the Company shall have the right to suspend the User status until the breach is eliminated. If the User violates this Agreement, the Company may terminate the Agreement for just cause with immediate effect.

10.2. Termination of the Agreement shall not eliminate the rights and obligations of the Parties until the date of termination. With the termination of the Agreement, the User shall be responsible for all fees and expenses incurred until that day and shall not be able to use the Site and Application as of the date of termination. In case of termination of prepaid memberships, no refund shall be made to the User.

10.3. In cases where the Agreement is terminated even if the User's account is not blocked for legal reasons, the Company will ensure that the User can access the Content in read-only form for 6 (six) months.

10.4. The Company has the right to store the Content in its databases as long as this Agreement is in force. Within 6 (six) months following the expiration of the User's membership period or this Agreement, the User will be able to retrieve the Content free of charge. The Company may charge a fee for such requests submitted after the expiration of this period. The relevant fees will be specified in the Application.

11. FORCE MAJEURE

11.1. Except as otherwise provided in this Agreement, neither the User nor the Company shall be deemed to be in default in the performance of its contractual obligations to the extent that the performance of its obligations is prevented or prevented by force majeure. Force Majeure shall mean any unforeseeable and irresistible event that occurs without the fault, negligence or negligence of the party relying on force majeure.

11.2. The Parties to this Agreement have identified the main force majeure events, including but not limited to the following Laws and regulations that prevent, delay or make impossible the fulfillment of obligations by Turkish or relevant foreign official authorities, states of war, strikes, lockouts, fires, earthquakes, floods, other natural disasters and terrorist incidents that directly affect the parties, internet access and energy interruption and the inability to obtain the permission to be given by the official authorities for the materials or personnel that ensure the full and complete provision of the service to the User, or the cancellation of those already obtained and similar situations. With this article, the parties have expanded the force majeure cases stipulated by the law. In the event of force majeure, the aggrieved party (i) shall immediately notify the other party, (ii) shall make every effort to eliminate the cause of non- performance, (iii) shall perform all of its obligations as soon as such cause is eliminated, with the other party being released from its contractual obligations until such cause is eliminated. If the period of force majeure lasts for more than 2 (two) months, either party shall be entitled to terminate the Contract without compensation. The Parties shall not be entitled to claim damages and losses from each other due to force majeure.

12. MISCELLANEOUS PROVISIONS

12.1. The invalidity, illegality and unenforceability of any provision of this Agreement or any statement contained in it shall not affect the force and effect of the remaining provisions of the Agreement.

12.2. This Agreement is a whole with its annexes. In case of any conflict between the Agreement and its annexes, the provisions contained in the relevant annexes shall prevail.

12.3. The User shall be communicated with the User via the e-mail they notified when registering or through general information on the Platform. E-mail communication shall replace written communication. It is the User's responsibility to keep the e-mail address up to date and to check it regularly to keep the Platform informed.

12.4. Turkish law shall apply to this Agreement, its interpretation or annexes; Izmir Courts and Enforcement Offices shall be authorized to resolve any disputes that may arise.