License offer agreement for granting the right to use intellectual property works on a non-exclusive basis (non-exclusive license)

Istanbul28.03.2022

Agora International Agency IT Services Limited Company, hereinafter referred to as the "Licensee", publishes this License Offer Agreement (hereinafter referred to as the "Offer"), which is a public offer. The Offer is addressed to individuals and is a formal public offer by the Licensee to conclude a license agreement for the right to use intellectual property works on a non-exclusive basis (hereinafter - the "Agreement"), the right holder of which is an individual, hereinafter referred to as the "Licensor".

1. Terms used in the Agreement

1.1. Licensee is Agora International Agency IT Services Limited Company (Registered address: Osmanağa mah. General Asım Gündüz caddesi, Bahariye apt. No:15, iç kapı No:2 Kadıköy, Istanbul, Turkey. Tax/Company Number: 0091660681), which is granted the right to use the intellectual property works under this Agreement to the extent provided herein. Licensee is a Party to this Agreement.

1.2. The Licensor is a natural person with the necessary legal capacity to enter into this Agreement, who is the rightful owner of the intellectual property works. The Licensor is a Party to this Agreement.

1.3. Intellectual property work is a creative work of the Licensor or created by other persons who have granted the Licensor the relevant rights.

1.4. Application is the "Mental Mentor" mobile application for mobile devices running on iOS or Android operating systems, developed and operated by the Licensee software through which the Licensor has the ability to upload the intellectual property works to the Licensee's servers.

1.5 Content Distribution Partners - Google LLC and Apple Inc., as well as other legal entities specified under the definitions of Google and Apple in the relevant agreements published on the Google website, at: https://play.google.com/intl/ALL_en/about/developer-distribution-agreement.html and on the Apple website at: https://developer.apple.com/support/downloads/terms/apple-developer-agreement/Apple-Developer-Agreement-20211213-English.pdf providing the Licensee access to the software and services for publishing the Application and selling digital content from the Application. Content Distribution Partners will charge Licensee a fee for the sale of digital content from the Application. The commission withheld by Content Distribution Partners is not included in the settlement between Licensor and Licensee.

2. General provisions

2.1. The Agreement is a public adhesion contract and is concluded by accepting by an individual the terms and conditions of this Offer.

2.2. Acceptance of this Offer is the actual act of installing (downloading) the Application on a mobile device, registering an account through the Application, and downloading at least one intellectual property work.

2.3. This Offer defines the procedure for granting the right to use the intellectual property works on a non-exclusive basis and is available for review by the general public at the Licensee's information resource https://mentorhd.com .

3. Subject of the contract

3.1. The Licensor grants the Licensee non-exclusive rights to use the Intellectual property works to be uploaded to the Licensee's servers through the Application, using the access provided by the Licensee, and the Licensee pays the Licensor a fee for granting these rights. Use in this Agreement means selling the intellectual property as a commodity or otherwise using it in civil circulation to the extent provided for in the Agreement.

3.2. The Intellectual property works, the rights to which are transferred under this Agreement, meet the following requirements:

3.2.1. The Intellectual property work must belong to one of the following types of copyrights:
- dramatic and musical-dramatic works, script works;
- musical works with or without text;
- audiovisual works;
- photographic works and works obtained by means similar to photography;
- other digital works.

3.2.2. The Licensor guarantees that it has the exclusive copyright to the Intellectual property work transferred to the Licensee.

3.2.3. The Intellectual property work is created by the creative work of the Licensor, or the Licensor has the rights to this intellectual property by virtue of the agreements it has concluded with the authors of this intellectual property work, which is the object of copyright under the laws of the Republic of Turkey and does not contain information aimed at propaganda of war, inciting national, racial or religious hatred and hostility, or other information for the distribution of which there is a criminal or administrative liability. The Licensor shall independently classify the information products downloaded through the Application in accordance with the laws of the Republic of Turkey. The number of Intellectual property works is not limited.

4. Rights and obligations of the parties

4.1. Under this Agreement, Licensor grants the following non-exclusive rights to use the Intellectual property works:

4.1.1. Inclusion of the Intellectual property works in the catalog for the purpose of subsequent reproduction and distribution, access to which is provided to users of the Application on a paid subscription basis;

4.1.2. Public use of the Intellectual property works (or part of them) and demonstration for informational, advertising, and other purposes.

4.2. The rights to use the Intellectual property works specified in clause 4.1 of this Agreement are transferred by the Licensor to the Licensee for use in the virtual space of the Internet. The territory in which the use of the rights to the Intellectual property works is allowed is not limited.

4.3. Notwithstanding the conclusion of this Agreement, the Licensor may independently use the Intellectual property works or grant any rights to third parties to use them.

4.4. The Licensee has no right to prohibit the use of the Intellectual property works by others. The Licensor protects the rights to the Intellectual property works on its own.

4.5. The property rights to use the Intellectual property works specified in clause 4.1 of this Agreement are transferred by the Licensor to the Licensee for use for an unlimited period of time.

4.6. The Intellectual property work, the rights to use which are transferred under this Agreement, shall be transferred as follows:

4.6.1. The Licensor uploads the Intellectual property works to the Licensee's servers, through the Application, or in any other way provided by the Licensee.

4.6.2. The Licensor uploads information and advertising materials (descriptions, illustrations, fragments of digital content) at will.

4.6.3. Electronic correspondence between the Licensee and the Licensor is considered official only when exchanging messages between the following mailboxes:
- from the Licensee - email, the addresses of which are listed on the website https://mentorhd.com/ ;
- from the Licensor - email specified during the account registration using the Application.

4.7. The Licensee may furnish the Intellectual property works with the necessary illustrations, prefaces, afterwords, comments, and/or explanations in consultation with the Licensor.

4.8. The Licensee has the right to assign, on contractual terms, some or all of the rights obtained hereunder to third parties without payment of remuneration to the Licensor.

4.9. The Licensor guarantees the presence of the characteristics of the Intellectual property works transferred under this Agreement, specified in Section 3.2. of this Agreement.

4.10. After reviewing the Intellectual property works, the Licensee has the full right to refuse its further use without giving any reasons. In this case, no payment is made to the Licensor, the materials are returned, and the Intellectual property works are not published.

4.11. The Licensor has the right to demand from the Licensee a report on the use of the rights granted to it by this Agreement, including accounting documents containing information on the exercise by the Licensor of the rights granted by this Agreement regarding the use of the Intellectual property works and necessary to calculate the amount of remuneration to the Licensor according to clause 5.1. of this Agreement.

4.12. The Licensor undertakes to provide, upon request, copies of documents confirming its rights to use and distribute the Intellectual property works, in the event that the Intellectual property works were not created by it personally. In the absence of such an opportunity (in the absence of supporting documents). The Licensor is solely responsible for the unauthorized use of the Intellectual property works transferred by it to the Licensee in violation of the copyright holder's rights.

5. Amount of remuneration, a procedure for accrual, and terms of its payment

5.1. For the use of the Intellectual property works by any, several, or all of the methods specified in clause 4.1. hereof, except for clause 4.1.2. the Licensee agrees to pay the Licensor remuneration, which is calculated in proportion to the number of complete listenings of the Licensor's Intellectual property works from the catalog and divided between all the Licensees whose Intellectual property works are included in the catalog and were listened to within the framework of one subscription, during the term of its validity.

5.2. The total remuneration to be distributed among all Licensees whose Intellectual property works are included in the catalog and have been listened to as part of one subscription during its entire term is 15% of the amount received by the Licensee in the course of realization of the subscription. The amount received by Licensee does not include the number of commissions withheld by the Content Distribution Partners and transaction fees.

5.3. The Licensee has the right to change the amount of the total remuneration, as well as the order of its distribution among the partners, in accordance with clause 8.1. of this Agreement.

5.4. Payment is made at the Licensor's request in an amount not exceeding the Licensor's personal account balance, but not more than twice a month.

5.5. The accrual of remuneration to the Licensor is automatic in case of complete listening to the Intellectual property work from the catalog of works through the Application.

5.6. No remuneration shall accrue to the Licensor if the Intellectual property work has been removed from Licensee's servers at the initiative of one of the Parties.

5.7. The Licensee pays the remuneration to the Licensor by transferring money to the current account of the Licensor.

5.8. The Licensee's obligations to pay remuneration shall be deemed fulfilled from the moment of debiting its current account.

5.9. All fees, taxes, and other expenses related to the conclusion and execution of this Agreement shall be borne by the parties themselves in accordance with the laws of the Republic of Turkey.

6. Liability of the parties and dispute resolution

6.1. The Licensee makes no warranty to the Licensor regarding the error-free and uninterrupted operation of the Application.

6.2. The Licensee shall not be liable for any consequences of the use and/or inability to use the Application (including liability for the transfer and use by third parties of the Licensor's personal data provided by the Licensor when registering in the Application, when installing (downloading) the Application to a mobile device and when using the Application afterward), as well as for damages caused to the Licensor or any third party as a result of such use and/or inability to use the Application.

6.3. All claims related to the use/failure to use the Application and possible facts of violation of the law and/or the rights of third parties as a result of using the Application shall be sent to the email address [email protected] .

6.4. All disputes and disagreements that may arise between the parties on issues that are not resolved in the text of this Agreement shall be resolved through negotiations based on the current laws of the Republic of Turkey.

6.5. If any disputes are not resolved through negotiations, they shall be resolved in court in the manner prescribed by the laws in force of the Republic of Turkey.

7. Term of the Agreement and conditions of its termination

7.1. The Agreement shall be considered concluded from the date of the Licensee's actions specified in paragraph 2.2. of this Offer and shall be valid until its termination on the grounds provided for by the current legislation of the Republic of Turkey.

7.2. The Licensor has the right to unilaterally terminate the Agreement by taking the actual action of removing all the Intellectual property works owned by the Licensor from the Licensee's servers.

7.3. The Licensee has the right to unilaterally withdraw from the Agreement in whole or in part if the Licensor violates clause 3.2.2, as well as in other cases stipulated by this Offer and the laws of the Republic of Turkey.

7.4. The Agreement shall be deemed terminated if, at the time of termination, the Parties have fully executed all terms and conditions of the Agreement.

8. Concluding Provisions

8.1. This Agreement may be amended by the Licensee without any prior notice. Any changes in the Agreement made by the Licensee unilaterally become effective on the day following the day such changes are published on https://mentorhd.com/ . Licensor agrees to review the Agreement for changes independently. Failure by the Licensor to review the Agreement and/or the amended version of the Agreement may not serve as a basis for the Licensor's failure to perform its obligations and the User's failure to comply with the restrictions set forth in the Agreement.

8.2. Invalidity of one or more provisions of the Agreement, recognized in accordance with the established procedure by a court decision, does not entail for the Parties invalidity of the Agreement as a whole. In case of invalidation of one or more provisions of the Agreement in accordance with the established procedure, the Parties undertake to perform the obligations assumed under the Agreement as close as possible to those implied by the Parties at the conclusion.

8.3. This Agreement and the relations of the Parties in connection with this Agreement and the use of the Application shall be governed by the laws of the Republic of Turkey.

8.4. With regard to the form and method of entering into this Agreement, the norms of the legislation of the Republic of Turkey governing the procedure and conditions of the contract by accepting a public offer shall apply.

8.5. All disputes between the parties under this Agreement shall be resolved in accordance with the laws of the Republic of Turkey currently in force.

8.6. In all other cases not stipulated herein, the parties shall be governed by the laws in force of the Republic of Turkey.

8.7. All notices and communications shall be sent by the Parties to each other in the manner prescribed in clause 4.6.3. of this Agreement.

8.8. The Licensor confirms that he has read this Agreement, understood it, and had the opportunity to obtain independent legal advice before agreeing to its terms. The Licensor fully and unconditionally confirms that it agrees to be bound by the terms of this Agreement. The Licensor further agrees that this Agreement constitutes the entire and complete Agreement between the Licensor and the Licensee.