The public offer to use the mobile application «Mental Mentor»
IstanbulLICENSE AGREEMENT OFFERDate: 28.03.2022
Agora International Agency IT Services Limited Company Legal address: Osmanağa mah. General Asım Gündüz caddesi, Bahariye apt. No:15, iç kapı No:2 Kadıköy, Istanbul, Turkey. Tax/Company Number: 0091660681 hereinafter referred to as the "Licensor", publishes this License Agreement Offer ("Offer"), which is public offer of the Licensor. This offer is addressed to all individuals and should be treated as the official public offer of the Licensor to conclude a license agreement for the right to use the mobile application, the owner of which is the Licensor, on the terms of a simple (non-exclusive) license (hereinafter - "Agreement").
The Agreement shall be deemed concluded and shall become effective from the moment when the individual performs the actions stipulated by this Offer. These actions mean the unconditional acceptance of all conditions by the individual.
Before using the Application, please read the terms of this Agreement. Any use of the Application by you constitutes your full and unconditional acceptance of the terms of this Agreement. If you do not accept the terms of the Agreement in full, you may not use the Application for any purpose.
1. Terms used in this Agreement
1.1. The Licensor - Agora International Agency IT Services Limited Company (Legal address: Osmanağa mah. General Asım Gündüz caddesi, Bahariye apt. No:15, iç kapı No:2 Kadıköy, Istanbul, Turkey. Tax/Company Number: 0091660681), which is the legal owner of the Application.
1.2. The Licensee is a natural person, who has the necessary legal capacity to conclude this Agreement and has sufficient rights, to whom is granted the right to use the Application under this Agreement and to the extent provided by this Agreement. The Licensee is a Party in the present Agreement.
1.3. The Mobile Application "Mental Mentor", aimed for mobile devices running on iOS or Android operating systems (hereinafter referred to as "Application"), is the software developed and operated by the Licensor with the help of which the Licensee is able to listen to affirmations. Control and maintenance of the Application, as well as provision of access to the Application for Licensees shall be performed exclusively by the Licensor. The Licensee shall use the Application in the interactive (online) mode by connecting to the World Wide Web. The Licensor is the holder of the necessary scope of rights to the Application and all its elements taken both individually and in aggregate. The Terms of Use of the Application is the text of this Agreement and other rules specified in this Agreement, containing all necessary and essential terms and conditions of the license agreement on granting the rights to use the Application.
2. General provisions
2.1. The Agreement is a public contract of accession and is concluded by the individual's acceptance of the terms and conditions of this Offer
2.2. The acceptance of this Offer is the actual actions of an individual to install (download) the Application to a mobile device. These actions are considered to be full and unconditional consent to the terms of the Agreement.
2.3. This Offer defines the order of using the Application and is available for review to an unlimited circle of persons on the Licensor's information website: https://mentorhd.com/ .
3. The subject of the agreement
3.1. The Licensor grants the Licensee a gratuitous and, in some cases, compensatory right to use the Application on the terms of a simple (non-exclusive) license within limits provided by the Agreement.
3.2. The Licensee may use the Application in the following ways:
3.2.1. Perform actions necessary for the operation of the Application (particularly at the time of use in accordance with its purpose), including recording and storage in the memory of a mobile device;
3.2.2. Explore, investigate, or test the functioning of the Application by performing the actions specified in paragraph 3.2.1. of this Agreement.
3.3. The right to use the Application, established in paragraph 3.1. of the Agreement, is provided to the Licensee for the duration of the Agreement and cannot be provided (transferred) by the Licensee in whole or in part to third parties.
3.4. The rights of use of the Application, not expressly stated in this Agreement, shall not be deemed granted to the Licensee.
3.5. The right to use the Application, established in paragraph 3.1. of the Agreement, is granted to the Licensee from the moment the Licensee performs the actual actions of installing (downloading) the Application on a mobile device.
3.6. By installing the Application, the User submits their personal data, and specifically: name, city of residence, date of birth, and gives their consent for the purposes of this Agreement to process their personal data to the Licensor.
3.7. The right to use the Application, established in paragraph 3.1. of the Agreement, shall apply to all subsequent updates and/or new versions of the Application from the moment when the Licensee has performed the actual installation (download) activities of updates and/or a new version of the Application on their mobile device.
4. Rights and obligations of the parties
4.1. The Licensee has the right:
4.1.1. To conclude the Agreement with the Licensor by performing the actions specified in paragraph 2.2. of this Agreement, confirming by such actions that he/she is not restricted in terms of legal capacity, and mentally fit to exercise and protect their rights and obligations independently, does not suffer from diseases that prevent awareness of the essence of the Agreement and the circumstances of its conclusion;
4.1.2. To use the Application during the trial period to listen to affirmations;
4.1.3. To buy a paid subscription for one of the proposed subscription plans;
4.1.4. To send to the Licensor's e-mail address [email protected] questions related to the use and/or inability to use the Application.
4.2. The licensee is obliged:
4.2.1. To stop using the Application after the Agreement is terminated;
4.2.2. To not modify, decompile, decrypt the Application, and to not perform any other actions in order to obtain information on the implementation of the algorithms used in the Application;
4.2.3. To not create derivatives of the Application (to not modify the Application);
4.2.4. To not reproduce or distribute the Application for commercial purposes, particularly not to include it as a part of software collections;
4.2.5. To not extract, copy, reproduce, process or distribute the information presented in the Application; to not share such information on the Internet and in mass media;
4.2.6. To respect intellectual property rights of third parties to the results of intellectual activity and equivalent means of individualization when using the Application;
4.2.7. To not upload, store, publish, distribute, provide access to, or enter into the
Application any information that:
- violates the rights of minors;
- is vulgar or obscene, contains pornographic images, texts and scenes of a sexual nature;
- contains scenes of violence and inhumane treatment of animals;
- contains a description of the means and methods of suicide, any incitement to commit it;
- propagates and/or promotes incitement to racial, religious, ethnic hatred or enmity, or propagates fascism
or ideology of racial superiority;
- contains extremist materials;
- promotes criminal activity or contains advice, instructions or guidelines for the commission of criminal
acts;
- contains restricted-access information, including, but not limited to, state and trade secrets,
information about the privacy of third parties;
- contains advertising or describes the attractiveness of using drugs, including "digital drugs" (sound
files that affect the human brain through binaural rhythms); information on drug distribution, prescriptions
for their production and tips for use;
- is fraudulent;
- violates other rights and interests of citizens and legal entities, as well as the requirements of the
current legislation of the Republic of Turkey.
- is not specified in this Agreement, but falls within the scope of the Google Play service policy provided
by Google LLC with respect to prohibited content: https://play.google.com/about/restricted-content/
.
4.2.8. To familiarize timely and fully with the Offer terms and conditions;
4.2.9. To monitor independently changes and additions made by the Licensor to the Offer in accordance with paragraph 4.3.1. of the Offer."
4.2.10. To be fully responsible, in accordance with the current legislation, for the information uploaded and published by the Licensee in the Application;
4.3. The Licensor has the right:
4.3.1. To make amendments and additions to the Offer unilaterally;
4.3.2. To refuse to fulfill the obligations under this Agreement unilaterally fully or partially by blocking or deleting the Licensee's account in the Application in case the Licensee violates the terms and conditions of the Agreement;
4.3.3. In case the Licensor's exclusive right to the Application is violated by illegal actions of the Licensee, the Licensor shall be entitled to demand implementation of protection of proprietary rights in accordance with the current legislation of the Republic of Turkey;
4.3.4. At any time at its sole discretion to make any changes to the Application, including modification of the Application, termination of its development and technical support, as well as to perform preventive and other technical works in the process of which the work of the Application may be fully or partially limited.
4.3.5. To delete the information uploaded by the Licensee to the Application completely or partially in case this information violates clauses 4.2.6 and 4.2.7 of this Agreement;
4.3.6. To withdraw from the Agreement completely or partially by blocking or deleting the Licensee's account in the Application in case the Licensee violates the terms and conditions of the Agreement;
4.4. The Licensor is obliged:
4.4.1. To notify the Licensee about the introduction of changes and additions to the Offer, as well as about the Offer revocation not later than 7 (seven) calendar days before the date of introduction of such changes and additions or before the date of the Offer revocation, by posting the text of the new version of the Offer or a notice on the information website of the Licensor.
5. Remuneration
5.1. The Application can be installed from the Apple App Store or Google Play for free.
5.2. After installing the application, the Licensee is provided with unlimited access to free content. The Licensee is offered to purchase any of the available subscription plans using Apple App Store or Google Play in-app purchase services to get access to all the content in the application.
5.3. The cost of subscriptions depends on their validity period:
- Annual Apple App Store subscription - $30. Validity period - 1 year.
When purchasing a subscription at this rate, the user gets access to all of the application's content for 3 days free of charge. After 3 days, the user will be charged a full subscription amount.
5.4. The Licensee can cancel a subscription at any time. In accordance with the rules of the Apple App Store and Google Play regarding in-app purchases, there is no refund for the current billing period if the subscription purchased via the Application is canceled. Subscription content will be available to the Licensee until the end of the billing period, and the subscription will be canceled after that period.
5.5. Subscription fees may be changed by the Licensor at any time in accordance with paragraph 4.3.1. of the Offer.
6. Personal information of the Licensee
6.1. The Licensee shall independently and voluntarily transmit to third parties (including the Licensor's partners) information about his/her personal data when registering in the Application during the installation (download) of the Application on a mobile device and when using the Application.
6.2. The Licensor does not receive and does not store the information transferred by the Licensee to third parties specified in paragraph 7.1. of the Offer.
6.3. The Licensor does not check the legal capacity of the Licensee and the accuracy of personal data provided by the Licensee.
7. Responsibility
7.1. The Licensor does not provide the Licensee with any guarantees regarding the error-free and uninterrupted operation of the Application.
7.2. The application is provided on an "as is" basis. The Licensor provides no warranties regarding the error-free and uninterrupted operation of the Application or its individual components, or the suitability of the Application for the specific purposes of the Licensee, and provides no other warranties that are not expressly stated in this Agreement.
7.3. To the fullest extent permitted by applicable law, the Licensor, as well as its partners, shall not be liable for any direct or indirect consequences of the use or inability to use the Application and/or damages caused to the Licensee and/or third parties as a result of the use or non-use of the Application or any of its components, including possible errors or malfunctions in their operation.
7.4. The Licensor is not responsible for any consequences of the use and/or inability to use the Application by the Licensee (including responsibility for the transmission and use by third parties of the Licensee's personal data transmitted by the Licensee upon registration in the Application when installing/downloading the Application on a mobile device and subsequent use of the Application), nor for any damages caused to the Licensee or any third party as a result of the use and/or inability to use the Application.
7.5. All claims related to the use or inability to use the Application, as well as possible violations of the law and/or rights of third parties resulting from the use of the Application, should be sent to [email protected] .
8. Circumstances of irresistible force
8.1. The Licensor and the Licensee are released from liability for full or partial non-fulfillment or improper fulfillment of their obligations under the Agreement if such non-fulfillment was caused by force majeure circumstances, i.e., events which could not have been foreseen or prevented. Such events include natural disasters, military actions, adoption of regulatory or enforcement acts by state or local authorities, and other actions that are beyond the reasonable prediction and control of the Licensor and the Licensee.
9. Term of the Agreement and termination provision
9.1. The Agreement shall be deemed concluded from the moment the Licensee performs the actions specified in paragraph 2.2. of this Offer and shall remain in force until the moment of its termination for the reasons provided by the current legislation of the Republic of Turkey.
9.2. The Licensee is entitled to unilaterally terminate the Agreement by performing actual actions to remove the Application from their mobile device.
9.3. The Licensor may unilaterally withdraw from the Agreement in whole or in part if the Licensee grants third parties the rights to use of the Application, as well as in other cases stipulated by this Offer and the legislation of the Republic of Turkey.
10. Concluding provisions
10.1. This Agreement may be amended by the Licensor without any prior notice. Any changes in the Agreement made unilaterally by the Licensor shall enter into force on the day following the day of publication of such changes at https://mentorhd.com/ . The Licensee undertakes to check the Agreement for changes independently. Failure of the Licensee to take actions to read the Agreement and/or the amended version of the Agreement may not be the basis for the Licensee's failure to fulfill its obligations and the Licensee's failure to comply with the restrictions set by the Agreement.
10.2. The invalidity of one or more provisions of the Agreement, recognized in the established order, entered into force by a court decision, does not entail for the Parties the invalidity of the Agreement as a whole. In the case of invalidity of one or more provisions of the Agreement in the prescribed manner, the Parties undertake to fulfill their obligations under the Agreement as close as possible to the implied Parties at the conclusion.
10.3. This Agreement and relations between the Parties in connection with this Agreement and use of the Application shall be governed by the legislation of the Republic of Turkey.
10.4. The rules of Turkish law regulate the procedure and conditions of the conclusion of the Agreement by acceptance of the public offer.
10.5. All disputes between the parties under this Agreement shall be settled in accordance with the current legislation of the Republic of Turkey.