End User Terms & Conditions

Berlin, 18.02.2021

Please read the End User Terms (“Terms”) carefully, as they set out the conditions upon which we grant access or a right to use the software-as-service MintiCity and its product categories including but not limited to Junior, Teenage and MintiKids (“MintiCity”), developed by DAS Akademie Izmir, Özel Alman Dil Hizmetleri Eğitimi Tercüme Ticaret Limited Şirketi, Şair Eşref Blv. 1371 Sk. No: 5, Kat: 4-5, Alkan İş Hanı, Çankaya /Izmir and operated by D.A.S. Akademie GmbH, Torstraße 125, 10119 Berlin, Germany (“DAS Akademie”).

By accepting by these Terms, you further agree that any person you authorise to use MintiCity will comply with the provisions of these Terms

1. Scope of Terms

1.1 These Terms apply to all agreements between DAS Akademie and any individual or legal entity to whom DAS Akademie grants access or the right to use MintiCity (“User”) under the provisions herein.

1.2 These Terms apply to each written sales contract, online subscription and purchase order (“Subscription”) which creates an agreement between DAS Akademie and the User. The Terms and Conditions of each Subscription shall incorporate these Terms.

1.3 These Terms are effective from the date upon which the User gives consent to the Terms set forth herewith (“Effective Date”). By accessing or using any part of the Service, the User declares that they have read, understood, and agree to be bound by these Terms including any future modifications.

1.4 Supplementary Terms can be set forth in individual agreements by DAS Akademie to the extent that DAS Akademie consented to their application in writing.

1.5 If they exist in specific cases, individual agreements made in writing with the User shall take priority over these Terms.

2. Subscription

2.1 In order to use MintiCity, the User is required to sign up for a Subscription by entering their personal and payment related details in the Subscription form provided online on www.minticity.com (“the Site”). After submitting the completed form, the User will receive a confirmation email from MintiCity allowing the User to activate their user account (“Account”).

2.2 Through the submission of the Subscription form, a legally binding contract starts to exist between the User and DAS Akademie, entitling the User to use MintiCity through their Account.

2.3 The User must be 18 years and older to sign up for a Subscription and may make the Subscription. The Subscription is non-transferable. The User shall not share their username, email and password with anyone else or allow anyone else to access MintiCity using the User’s username and password. The User is responsible for every use of MintiCity that occurs with use of their username and password. Further, the User shall keep their username and password confidential at all times. The User must notify DAS Akademie as soon as they become aware of any unauthorized use of their Subscription, username or password.

2.4 The Subscription is based on periodic Subscription Fees which are detailed on the Site’s sign up page. The Subscription, or access to content and areas of the Site, will be suspended or cancelled if DAS Akademie fails to receive the fees for the chosen Subscription type.

2.5 DAS Akademie will not store the contract text (these Terms and the conditions of the respective Subscription) after conclusion of an Order. The contract text will then not be accessible to the User.

3. Licence

3.1 Subject to the terms and conditions agreed in the Subscription, DAS Akademie grants the User the licence to use to its language learning platform MintiCity which is offered as software-as-a-service including all its content and features as specified in the Subscription (“Services”). The Services may include one or more MintiCity products as described on MintiCity’s website. The Services may be offered free of charge with limited functionalities (“Free Trial”) and for a limited time or against payment of a Service Fee with set functionalities (“Paid Services”) all as specified in the Subscription.

3.2 The User shall not sub-license, or share any rights to use MintiCity granted through their Subscription without the explicit written consent of DAS Akademie

3.3 The User shall not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute their License to use MintiCity;

3.4 The User shall not alter, edit or adapt MintiCity;

3.5 The User shall be responsible for the security of the account made accessible to the User under these Terms and shall undertake all reasonable endeavours (including all reasonable security measures) to ensure that access to the Account is limited to the User.

3.6 Nothing in these Terms shall give to the User or any other person any right to access or use the Source Code or constitute any Licence of the Source Code.

4. Maintenance and Support

4.1 DAS Akademie shall provide Maintenance and Support Services to the User during the Subscription period.

4.2 Subject to the User’s payment of the Service Fees, DAS Akademie shall provide Maintenance and Support for Paid Services to the extent specified herein.

4.3 “Support” is defined as DAS Akademie’s obligation to respond to reasonable support requests of the User with regard to Paid Services by troubleshooting issues and providing assistance. “Maintenance” means DAS Akademie’s obligations within the scope of Paid Services specifically related to error correction, bug fixes and the implementation of updates and upgrades made generally available by DAS Akademie in its sole discretion.

4.4 DAS Akademie provides support to the User in written form through [email protected], the contact form on the Site or via the phone numbers announced on the Site from Monday to Friday during the published business hours.

4.5 DAS Akademie shall undertake all reasonable efforts to provide Maintenance for Paid Services in line with the e-learning industry standards and in a manner which minimizes errors and interruptions. The User may notify DAS Akademie through [email protected] or via the phone numbers as indicated on MintiCity website from Monday to Friday during the published business hours. DAS Akademie shall undertake reasonable efforts to correct any notified errors in a timely manner, provided that (a) the User provides a detailed description of the issue to ensure the reproducibility of the problem to DAS Akademie, and (b) depending on the priority of the error to be reasonably determined by DAS Akademie in its sole discretion.

4.6 DAS Akademie shall make any reasonable effort to ensure, that Paid Services are available to the User over the internet excluding (a) any temporary unavailability for scheduled or for unscheduled Maintenance, either by DAS Akademie or by third-party providers, and (b) unavailability for causes beyond DAS Akademie’s reasonable control. DAS Akademie shall provide advance notice of any scheduled service interruption on the Site.

4.7 The User is fully aware and acknowledges that the User’s access to Paid Services such as an internet access cannot be guaranteed and that DAS Akademie shall not be liable for any problems or deficiencies in the User’s own internet connection or technical equipment.

4.8 The fees for Maintenance and Support are included in the Service Fees.

5. Service Fee and Payment Terms

5.1 The User shall pay to DAS Akademie the fees for Paid Services (the “Service Fees”) as specified in the Subscription in accordance with the terms herein.

5.2 DAS Akademie reserves the right to change the Service Fees applying to the following Subscription Renewal Term

5.3 The User shall pay the Service Fees using one of the payment methods offered on the Site. All payments made in connection with the Service will be processed by a third party in accordance with their respective terms of use, privacy policy, and/or any applicable payment terms and conditions. Under no circumstances DAS Akademie shall be responsible for the actions or inactions of any third party payment processor, including, but not limited to, technical issues or service outages.

5.4 DAS Akademie may bill the User through an electronically transmitted invoice, in which case, full payment for invoices must be received by DAS Akademie (14) days after the mailing date of the invoice.

5.5 Following the written notice to the User in writing (simple email to be sufficient), DAS Akademie shall be entitled to suspend the User’s access to Paid Services in accordance with Turkish Civil Code if payments are not received by DAS Akademie within fourteen (14) days of the due date.

5.6 In the event that the information in the Subscription or the Site contains errors, omissions or inaccuracies, DAS Akademie reserves the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice. We do not, however, guarantee that any errors, inaccuracies or omissions will be corrected. We reserve the right to refuse to provide Services for any Subscription forms that may be submitted based on inaccurate information.

6. No assignment of Intellectual Property Rights

6.1 Nothing in these Terms shall operate to assign or transfer any Intellectual Property Rights from DAS Akademie to the User

7. Warranties

7.1 Based on the information provided on the Site, the User concluded that the specifications of the Services meet the User’s needs and wishes. The User is aware of the essential functionalities and features of the Services. The scope of the Services are determined by these Terms, the Subscription, and the MintiCity website. Any other information or requirements shall only apply if the User and DAS Akademie so agree in writing or if DAS Akademie so confirms in writing.

7.2 DAS Akademie warrants that Paid Services will conform to the functionality described on the Site for the Paid Services version. In the event of a breach of this warranty DAS Akademie shall be required to undertake reasonable efforts to change the Paid Services to conform in all aspects to the description, and if DAS Akademie is unable to restore such functionality within thirty (30) days from the date of written notice of said breach, the User shall be entitled to terminate the Subscription upon written notice and receive a pro-rated refund of the unused Services Fees which were paid in advance (if any) for unused access to Paid Services. The User must notify DAS Akademie in writing of any perceived warranty breaches. Any no-fault liability of DAS Akademie for the existence of initial errors under the Turkish Civil Code shall be excluded.

8. Acknowledgements and warranty limitations

8.1 The User understands and acknowledges that complex software can never be completely free from defects; and subject to the other provisions of these Terms, DAS Akademie gives no warranty that the Software will be completely free from errors and bugs.

8.2 The User acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms, DAS Akademie gives no warranty that the Software will be entirely secure.

8.3 The User acknowledges that the Software is only designed to be compatible with other software or hardware specified as compatible in the description; and DAS Akademie does not warrant or represent that the Software will be compatible with any other software.

8.4 The User acknowledges that the Licensor will not provide any [legal, financial, accountancy or taxation advice] under this EULA or in relation to the Software; and, except to the extent expressly provided otherwise in this EULA, the Licensor does not warrant or represent that the Software or the use of the Software by the User will not give rise to any legal liability on the part of the User or any other person.

9. Indemnities

9.1 The User agrees to defend, indemnify and hold harmless DAS Akademie and its employees from and against any and all losses, claims, causes of action, obligations, liabilities and damages whatsoever, including legal fees, arising out of or relating to the User’s access or use of MintiCity, any false representation made to DAS Akademie (as part of these Terms or otherwise), their breach of any of these Terms, or any claim that the content on MintiCity is inaccurate, inappropriate or defective in any way whatsoever.

10. Limitations of Liability

10.1 In no event shall DAS Akademie be liable to the User or any third party claiming through the User (regardless of the base) for any indirect, accidental, special, consequential or exemplary damage rising out of or pertaining to the access or use of, or the inability to access or use, the Service or any portion thereof, including but not limited to the loss of use of the Service, or loss or corruption of data or property, the cost of recovering any data or property, the cost of substitute services or claims by third parties for any damage to computers, software, modems, telephones or other property, even if DAS Akademie has been advised of the possibility of such damages. DAS Akademie’s liability to you or any third party claiming through you for any cause whatsoever, and regardless of the form of the action, is limited to the amount paid, if any, by you to DAS Akademie for the Service within the 12 months prior to the initial action giving rise to liability. The existence of more than one claim hereunder shall not increase this limit.

10.2 DAS Akademie shall be liable for (a) injury to life, body or health caused by DAS Akademie, its legal representatives or employees; (b) damage caused intentionally or with gross negligence by DAS Akademie, its legal representatives or its employees in performance; (c) damage resulting from the absence of any guaranteed characteristics; and (d) claims under the Turkish Product Liability Act.

11. Termination

11.1 Any Order for Paid Services shall remain in effect for the initial term as

specified within the subscription (“Initial Service Term”). The User may manually renew for additional periods as specified in the Subscription (“Renewal Service Term”). The User shall not be entitled to terminate any Subscription for Paid Services for convenience with effect prior to the end of the Initial Service Term or any Renewal Service Term.

11.2 Both parties’ right to immediately terminate any these Terms for a valid cause remains intact. Such valid cause shall exist, if (a) the User or DAS Akademie commits a material breach of the Terms, and such breach has not been cured within thirty (30) days after receipt of written notice via email; (b) the User delays payment by more than thirty (30) days; (c) the User breaches the restrictions under Clause 3; or (d) the User fails to make their due payments or their ability to make regular payments suffer.

12. Effects of termination

12.1 Upon the termination of these Terms, all of the provisions herein shall cease to have effect with the exception of the following provisions which shall continue to have effect indefinitely: Clauses 1, 3, 6, 9, 10 and

12.2 Except to the extent that these Terms expressly maintain otherwise, the termination of these Terms shall not affect the rights of either party accrued hereby.

12.3 For the avoidance of doubt, the Licences of the Software shall terminate upon the termination of these Terms; and, accordingly, the User must immediately stop to use the Software upon the termination.

13. Notice of Right of Withdrawal

13.1 The User shall have the following right of withdrawal:

You have the right to withdraw from this contract within fourteen (14) days without giving any reasons.

If unused, the withdrawal right will expire after a period of fourteen (14) days from the day on which you agree to these Terms. To exercise your right of withdrawal, you must inform DAS Akademie through [email protected] of your decision to withdraw from this contract in written form.

Model withdrawal form

(complete and return this form only if you wish to withdraw from the contract)

To D.A.S. Akademie GmbH, Torstraße 125, 10119 Berlin/Germany

I hereby give notice that I withdraw from my subscription

for MintiCity ordered on ——————-

Name of consumer(s) ———————-

Address of consumer(s)——————–

Signature of consumer(s) (only if this form is notified on paper),

Date

Effects of Withdrawal

If you withdraw from this contract within the withdrawal period of 14 days, we shall reimburse to you all payments received from you without undue delay and in any event no later than fourteen (14) days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

End of the Notice of your Right of Withdrawal

14. General

14.1 No breach of any provision of these Terms shall be waived except with the express written consent of the party not in breach.

14.2 If any provision herein is determined by any court or other competent authority to be invalid, the other provisions of the Terms shall remain valid and have effect. If any ineffective or invalid provision would be deleted, such ineffective or invalid provision shall be replaced by a provision which comes as close as legally possible to the meaning and purpose of the original provision and of the Subscription if the Parties recognized the ineffectiveness or invalidity of the original provision.

14.3 Any Subscription and any issues, disputes or claims arising out of or in connection with these Terms shall be governed by the mandatory laws of the country of the User’s usual place of residence (i.e. the provisions of that country’s law which cannot be superseded by this agreement). In all other respects, the laws of the Republic of Turkey shall apply.

February 2020