TERMS OF SERVICES

Article - 1 PARTIES

1.1 These Terms of Services (“Terms of Services”) govern the relationship between the person (the “User”) that downloads, accesses to and/or uses Vispera Shelfsight application (the “Application”) owned and operated by Vispera Bilgi Teknolojileri Sanayi İç ve Dış Ticaret Anonim Şirketi, a company incorporated under laws of Turkish Republic, with registered address at Levent Mah. Krizantem Sk. No: 28 Beşiktaş, İstanbul, Turkey (the “Company”). These Terms of Services also apply to any other services that the Company may provide in relation to the Application such as customer support, etc. All of the services to be provided by the Company regarding the Application and the Application itself shall be hereinafter referred to collectively as the “Services”.

1.2 The Company is a developer and publisher of AI-based and patented data collection, image recognition and reporting/analytics services through its solutions and its technology via application stores including Microsoft Azure Marketplace.

1.3 The Company and the User shall be hereinafter each referred to as a “Party” and jointly as the “Parties”.

1.4 The Company and the User may execute a separate agreement in respect of the Services provided by the Company (including Application) (the “Agreement”). For the avoidance of doubt, the terms and conditions of the Agreement shall be valid and binding to the User in addition to these Terms of Services. If there will be any contradiction between Terms of Services and the Agreement, Terms of Services shall prevail.

Article - 2 SCOPE

2.1 The Company continuously updates, changes, and develops Services at its own discretion. The User can therefore only participate or use Services in its respective form provided at any given time by the Company. The Company retains the right to cease the Services at any time without providing any ground for it.

2.2 The User is liable for ensuring that its own software and hardware is suitable and up to date to use the Services/Application.

2.3 In addition to these Terms of Services, any existing rules of the Services/Application shall be also applicable and binding to the User and the User shall abide by such rules while provision of the Services/Application.

2.4 In case that the User does not agree to these Terms of Services or any future updated version thereof then the User may not install, connect to, access to and/or use any of Services/Application. If any future update to these Terms of Services requires any action from the User in order to comply with updates, the access to the Services/Application shall be suspended until such action is finalized.

Article - 3 GRANT OF LICENSE

The Services and the Application are available for use only by authorized users in accordance with the terms and conditions set forth under these Terms of Services. The User has been granted a limited, non-transferable, non-exclusive, non-sublicensable, revocable right to use and access to the Application/Services solely for the Purpose (as defined below) during the term of and in accordance with these Terms of Services. The User may access to the Application solely using a personal computer, mobile device or tablet computer for the Service if applicable. Services/Application offered by the Company are intended solely for the purpose of analyzing retail shelves for out-of-stock detection, planogram compliance, empty space detection and additional customer specific KPI metrics using state of the art deep learning technology (the “Purpose”). Except for the Purpose, the use of the Services and

Application for business or other commercial purposes is strictly prohibited. Accordingly, unless otherwise expressly permitted by the Company in writing, User shall not sell, copy, exchange, transfer, publish, assign, make available to public, copy or otherwise distribute anything that User obtains or derives from the Services or the Application.

Article - 4 ACCESS AND USE OF SERVICES

4.1 User shall comply with the laws to be applicable in the location where the Services/Application are accessed to. If any laws applicable to User restrict or prohibit User from using the Services/Application, User must comply with those legal restrictions or, if applicable, stop accessing and/or using the Services.

4.2 User undertakes that all information provided to the Company while accessing and/or using the Services/Application shall be and remain true, accurate and complete at all times.

4.3 User is responsible for the provision of the internet connection for accessing and/or using the Services/Application.

4.4 There may be times when Services/Application or any part of them are not available for technical or maintenance related reasons, whether on a scheduled or unscheduled basis. User accepts that the Company shall not be liable in such circumstances.

4.5 User agrees and acknowledges that under any circumstances it will not:

i) use the Services/Application in violation of these Terms of Services, any applicable law or any other rules/principles/regulations established by the Company;

ii) permit any third party to access and/or use the Services/Application;

iii) rent, lease, loan, or sell access to the Services/Application to any third party;

iv) use the Services/Application to harm anyone or to cause offence or to harass any person;

v) engage in any act that the Company deems to be in conflict with the spirit or intent of the Services/Application;

vi) disguise, anonymize or hide IP address or the source of any content that the User may upload;

vii) use the Services/Application for any commercial or business purpose or for the benefit of any third party or to send unsolicited communications;

viii) remove or amend any proprietary notices or other ownership information from the Services/Application;

ix) interfere with, disrupt, alter, translate or modify the Services/Application or servers or networks or any part thereof or create and undue burden on the Services/Application or the networks or services connected to the Services/Application;

x) decompile, reverse engineer, disassemble or hack any of the Services/Application, or to disable or defeat any of the codification and security measures; or access to the Services/Application to build a competitive product or service;

xi) harvest, scrape or collect any information regarding other people that use the Services/Application, including, but not limited to any personal data or information; or

xii) deliver, sell, abuse, or enable any third party to use any material relating to the Application or any other items related to Account.

4.6 The User agrees and undertakes that while using the Services/Application it shall comply with any and all regulatory provisions, and shall not use them to do anything unlawful, misleading, malicious or discriminatory.

4.7 The User shall not use the Services/Application in any manner which will disturb the peace or which is contrary to the general moral value or which may bother or harass others or for any purpose which is contrary to the laws or which will violate the intellectual rights or copyrights of others. Furthermore, the User shall not carry out any transaction (such as spam, virus, trojan horse, etc.) which may prevent the use of the Services/Application or which may make the use of them difficult

and the User shall not conduct any activity which will threat the security of the Services/Application or the software or which will prevent the use thereof. The User shall not post any content that is hate speech, threatening, pornographic, incites violence or contains nudity. The User shall not post anyone’s identification documents or sensitive financial information on Services/Application.

Article - 5 ACCOUNT

5.1 In order to use the Services/Application, the User is obliged to create an account (the “Account”). The log in details such as password and username shall exclusively belong to and be under the control of the User. For the avoidance of doubt, the log in details such as password and username are created by the Company however the User can change his password at any time.

5.2 The User agrees that it shall not give the log in details to anyone else or allow anyone else to use log in details or account and that it shall not provide access to any other third party to use its Account.

5.3 The Company assumes that anyone logging into the Account using the log in details is the User. If the User fails to keep the login details secretly, or if it shares the login details or account with someone else (whether intentionally or unintentionally), the User accepts full responsibility for the consequences of this circumstance (including any unauthorized access) and agrees to fully compensate the Company for any losses or harm that may result.

5.4 In case of an unauthorized access to the log in details or the Account or any suspicion related thereto the User shall promptly notify the Company in writing. In this case or in the event that the Company has concrete evidence of data misuse, the Company has the right to block access to the Account.

5.5 The Company shall not be liable to the User for any loss that the User suffers as a result of an unauthorized person accessing the Account whether fraudulently or otherwise.

5.6 The User acknowledges and agrees that no ownership or other property interest in any Account that it creates using any of the Services/Application are granted to the User.

5.7 The Company does not accept any responsibility for any unauthorized use and access to the Services/Application by minors (who are under the age of 18).

5.8 The Company is entitled to suspend, terminate, modify, or delete any of the Accounts at any time upon its sole discretion.

5.9 User acknowledges that the Account is solely for accessing to the Application. The User is not entitled to transfer its Account to any other person or entity.

5.10 The User shall not;

i) use another person or entity’s email address in order to sign up to use Services/Application (including, without limitation, by using Services/Application to impersonate any person or entity, or otherwise misrepresent an affiliation with a person, entity or Services/Application);

ii) sell, rent or give away the Account, create an Account using a false identity or information, or on behalf of someone other than oneself; or

iii) create more than one Account per each of the Services.

5.11 The Company reserves the right to change the scope of the Services/Application, the content of Application, the design and the software at any time, change, stop or terminate any Services provided to the User, and delete the user information and data stored in the Application at any time.

Article - 6 OWNERSHIP AND CONTENT

6.1 All rights, title and interest in and to the Services and Application (including, without limitation, any technology generated and used in Application, titles, computer code, themes, concepts, artwork, sounds, documentation, methods of operation, moral rights, recordings) are owned solely by the Company and are protected by under local and USA intellectual property rights. The Company reserves all rights, including, without limitation, all intellectual property rights or other proprietary rights in connection with its Services and Application.

6.2 Notwithstanding any provision to the contrary herein, User also acknowledges and agrees that User has no right or title in or to any content that appears in the Application and Services, including without limitation source codes, computer codes, technology of the Application, all intellectual and industrial rights of the Application and Services, any material generated from Application and/or Services. Nothing in these Terms of Services shall mean that the intellectual property rights of the Company are transferred to the User.

6.3 The Services may include contents which may be subject to proprietary rights of other parties. User shall not edit, copy, distribute, publicly reproduce, reverse-engineer, republish, modify, download, distribute, license, sublicense, reverse engineer, or create derivatives, use for advertising purposes, or use beyond the contractually agreed purposes any of the Application, Services, or the content or any portion thereof.

6.4 The User is obliged to abstain from any act causing the improper functioning of the Application and/or any individual Services. The User is also required to abstain from any act which may allow unauthorized access to data.

6.5 References to third-party services and software while provision of the Services/Application, if any, are provided by the Company "AS IS" without warranty of any kind, either expressed or implied.

6.6 “User Content” means any communications, images and sounds and all the material, data and information that the User uploads or transmits through the Services, or that other User uploads or transmits. The User hereby grants to the Company and its licensors, including, without limitation, its respective successors and assigns, a non-exclusive, perpetual, irrevocable, sub-licensable, transferable, worldwide right to reproduce, fix, adapt, modify, translate, reformat, create derivative works from, manufacture, introduce into circulation, publish, distribute, sell, license, sublicense, transfer, rent, lease, transmit, publicly display, publicly perform or provide access to, electronically broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory and use and practice such User Content as well as all modified and derivative works thereof, without requesting any kind of fee or compensation in return therefor.

6.7 The User agrees not to upload, communicate, transmit or otherwise make available any User Content:

i) that is or could reasonably be deemed as unlawful, harmful, harassing, defamatory, libelous, obscene or otherwise objectionable;

ii) that is or could reasonably be viewed as infringing of another's privacy, publicity and/or rights;

iii) that could be deemed against fundamental human rights;

iv) which infringes any intellectual property right or other proprietary right of others;

v) which consists of any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation; or

vi) which results in harming functionality of any computer software or hardware or telecommunications equipment in any manner.

6.8 By accepting these Terms of Services, the User hereby provides its irrevocable consent to monitoring and recording by the Company. The User shall not refrain from such audit by claiming his/her privacy.

Article - 7 CONSEQUENCES OF A BREACH

7.1 It is at the discretion of the Company to take the following actions against any User violating the applicable law, third party rights, these Terms of Services, the Agreement, or any respective additional regulations/rules established by the Company; provided however that any other rights and remedies of the Company under the applicable law and these Terms of Services and the Agreement are reserved. For the avoidance of doubt, the Company may choose either one, two or all of the actions below.

i) temporarily or permanently block User from Services and Application; and/or

ii) disable the Account of such User from certain features or cancel the Account; and/or

iii) immediately terminate these Terms of Services.

7.2 If the User has been blocked or excluded, then such User does not have right to log in and access again to the Application and/or Services provided by the Company without the prior written consent of the Company.

Article - 8 LIMITATION OF LIABILITY & INDEMNITY

8.1 The Company shall not be liable for any indirect, consequential, punitive, special, exemplary or incidental damages (including but not limited to, those resulting from a loss of business, data, or revenue, costs of procurement of substitute goods or services; reliance on the materials presented; delays; or business interruptions arising out of or in connection with the use or performance of the Company’s information) arising out of or in connection with the Services/Application, these Terms of Services or the transactions contemplated hereby, regardless of whether the Company has been advised of the possibility of such damages, whether in an action in contract or tort (including negligence) or breach of contract claims or on any other basis. In no event will the Company’s aggregate liability under the Terms of Services exceed the fees paid to the Company by the User pursuant to the Agreement during the twelve (12) months prior to the event giving rise to the liability (or, if the Agreement has been in place for lesser than twelve (12) months, twelve (12) times the average monthly amount of fees collected by the Company pursuant to the Agreement). The existence of more than one claim will not enlarge or extend these limits.

8.2 The User hereby undertakes to keep and hold the Company indemnified and harmless against all costs, expenses, disputes, claims, liabilities, damages, losses and proceeding which may be caused to or suffered or made against by the Company, which are directly or indirectly arising out of (i) breach of these Terms of Services or the applicable law by the User, or (ii) any act or omission of the persons engaged by the User for using the Services/Application and/or otherwise employed or engaged by it, or (iii) the use of the Services/Application by the User in violation of any applicable law, these Terms of Services or and other rules/regulations/principles established by the Company.

Article - 9 DISCLAIMER OF WARRANTY

9.1 The Company provides its technology, Services, Application and documentation in the Application “as is” and “as available” without representations or warranties of any kind and there are no warranties or conditions (whether implied or arising by statute or otherwise in law or from a course of dealing or usage of trade) for the Company’s technology, Application and Services. The Company disclaims and excludes all kinds of warranties or representations relating to the Services/Application, express or implied, statutory, or otherwise, including without limitation the implied warranties of merchantability, merchantable quality, fitness for any particular purpose, title or non-infringement of third-party rights, compatibility, security, accuracy or any implied warranties arising out of course of performance, course of dealing or usage of trade. The Company does not warrant that the Services/Application will be provided error-free, uninterrupted, completely secure or virus-free or that they will meet any particular criteria of performance or quality to satisfy the User’s requirements.

9.2 The Company makes no warranty, representation, or guaranty as to the content, sequence, accuracy, timeliness, or completeness of its information, software, or services. The Company makes no warranty, representation, or guaranty that the information, products, or services will be uninterrupted or error free or that any defects will be corrected. The User acknowledges that the Company does not control the transfer of data over communications facilities, including the internet, and that the Services/Application may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. The Company is not responsible for any delays, delivery failures, or other damage resulting from such problems.

Article - 10 CONFIDENTIALITY

10.1 For the purpose of these Terms of Services, “Confidential Information” shall mean and include materials, copyrighted materials, any other materials, any information or data of a scientific, technical, commercial or financial nature disclosed by the Company to the User or which is obtained by the User from the Company, whether in writing, pictorially, in machine readable form, on disc, mail or orally, or by any other means / modes of disclosure and including without limitation any information contained in any written or printed document, hardware, firmware and software, information related to technology, image-based recognition technology, and business activities (including, but not limited to, communication systems, telecommunication, business outlooks, revenue, pricing, trade secrets), computer programs, software and Application (including, without limitations, code, software output, screen displays, file hierarchies and user interfaces), formulas, data, inventions, techniques, technology, know-how, processes, ideas, (whether patentable or not), schematics, specifications, drawings, product designs, product plants, programming, services, strategies, third party confidential information, and corporate and personnel statistics, customer lists (potential or actual) and other customer-related information, supplier information, sales statistics, market intelligence, marketing, business working, operations, parent, subsidiaries, affiliates and other business strategies and other commercial information of a confidential nature.

10.2 The User shall not disclose any Confidential Information it receives from the Company or during its access to the Services/Application to any person, firm or corporation. The User shall use the same degree of care, but in no case less than reasonable care, to avoid disclosure of such Confidential Information as the User uses with respect to its own Confidential Information of like importance.

10.3 The User shall not use the Confidential Information without authorization and particularly disclose Company’s secrets or trade secrets regarding technical, organizational or commercial matters to third parties and shall keep the Confidential Information strictly confidential and shall not use the Confidential Information for the interests of the User or any other third party, or in a manner detrimental to the Company.

10.4 The Company shall be entitled to use anonymously the data and or the information gathered or obtained in any manner through Application that has been provided by the User for the purposes of scientific research and or product development. The User hereby accepts and undertakes that it irrevocably permits the Company for such use by accepting these Terms of Services and it shall not anyhow reject the use of such data and /or information by claiming that such data and/or information are deemed as confidential information.

10.5 All Confidential Information disclosed by the Company to the User pursuant to these Terms of Services (including, without limitation, information incorporated in computer software and Application) shall be and remain in the property of the Company, and all such Confidential Information shall be promptly returned to the Company or certified as destroyed (to the extent technically possible), as the Company may so designate, upon written request.

10.6 The obligations of User arising from this Article will survive the termination of these Terms of Services.

Article - 11 TERMINATION

11.1 Without prejudice to any termination provisions contained in these Terms of Services the User and the Company may terminate these Terms of Services at any time. For avoidance of doubt, this Terms of Services shall be deemed to terminated automatically in case the Agreement is terminated.

11.2 Upon the termination of these Terms of Services:

(a) All rights and licenses granted to the User under these Terms of Services and the Agreement shall immediately terminate.

(b) The User (i) shall return to the Company all Confidential Information, (ii) shall not have any right to log in and access to the Application and/or Services provided by the Company.

11.3 The rights and obligations arising from these Terms of Services until the date of termination and the terms that must remain in force due to their qualifications even if these Terms of Services is terminated (compensation for damages, final provisions etc.) shall not be terminated.

Article - 12 MODIFICATIONS

The Company retains the right to modify these Terms of Services at any time via notification or via sending an e-mail to the User. The User will be deemed to have accepted such changes by continuing to use any of the Services at least 2 (two) weeks after the notification date. If at any point the User does not agree to any portion of the current version of the Terms of Services, then the User is obliged to cease the use of Services/Application.

Article - 13 MISCELLANEOUS

13.1 The electronic approval of the provisions of these Terms of Services by the User shall mean that the User has read and agreed any and all provisions of these Terms of Services.

13.2 Assignment. The User shall not be entitled to transfer or otherwise dispose of, whether in whole or in part, these Terms of Services or the rights and obligations resulting therefrom.

13.3 Links to third Party Providers. The Company may link to third party websites or services from the Services/Application. The User understands that the Company makes no commitments regarding any content, goods or services provided by such third parties. The Company is also not responsible to the User in relation to any losses or harm caused by such third parties or the products/services of such parties. Any charges that the User incurs in relation to those third parties are the User’s own responsibility. The User understands that when it provides data to such third parties, their own privacy policy (if any) will be applicable to such transfer and the Company’s own privacy policy does not apply in relation to such data.

13.4 Waiver. No waiver by any Party of any condition contained in these Terms of Services, and no waiver by any Party of any breach of any term, covenant, provision, or agreement contained in these Terms of Services, in any one or more instances, shall constitute or be deemed to be either (i) a waiver by such Party of any other condition contained in these Terms of Services or a waiver by such Party of any other breach of any term, covenant, provision or agreement contained in these Terms of Services, or (ii) a continuous waiver by such Party of such condition of such breach.

13.5 Entire Agreement. These Terms of Services supersede all prior agreements, negotiations, undertakings, representations, warranties and promises between the Parties with regard to the subject matter hereof and contains, the sole and entire agreement between the Parties in respect of the matters covered hereby. For the avoidance of doubt, the Agreement and its provisions, if any, are excluded from this Article which shall continue to be binding for the Parties.

13.6 Severability. If any of the provisions of these Terms of Services is or becomes invalid, illegal, or unenforceable for any reason, the validity, legality, or enforceability of the remaining provisions shall not in any way be affected or impaired. The Parties shall nevertheless negotiate in good faith in order to agree the terms of mutually satisfactory provisions, achieving as closely as possible the same commercial effect, to be substituted for the provisions so found to be void or unenforceable.

13.7 Partnership. Nothing in this Agreement is intended to be construed so as to constitute the User and the Company as partners or joint ventures, or either party hereto as the employee, franchisee or legal representative of the other party.

13.8 Notices. The Company may notify User via e-mail or any other communication means using contact information provided to the Company. All notices given by the User or required from the User under these Terms of Services, or the Privacy Policy will include the full name and a detailed description of reasons for contacting the Company.

13.9 Governing Law. All disputes between the User and the Company shall be governed by the laws of Turkey by courts and enforcement located in Istanbul (Çağlayan) without regard to conflict of law provisions, and the User agrees to submit to the jurisdiction of such court.