End User Licence Agreement

Version 1 — in force from: [TO BE COMPLETED: publication date]

1. Parties and subject

1.1 This End User Licence Agreement (the “Agreement”) is between Oyuncaklı Şeyler Turizm Organizasyon Sanayi ve Ticaret Ltd. Şti. (the “Company”, “we”) and the person or organisation that buys a cpleks licence or installs or uses the Software (“you”), and sets out your right to use the Software.

1.2 Licences are sold by Paddle; the contract of sale is between you and Paddle, under Paddle’s Buyer Terms (see Sales and Delivery Terms). Paddle’s Buyer Terms say that the product is made available to you by its supplier under the supplier’s own agreement; for cpleks, that agreement is this one.

1.3 You accept this Agreement by buying a licence, by activating a licence key or by installing the Software. If you accept it on behalf of an organisation, you confirm that you may bind that organisation.

1.4 This Agreement is published in Turkish and in this English translation. If the two differ, the Turkish text prevails.

2. Definitions

• Software: the web hosting control panel software offered as cpleks and installed on a server; its programs, files and services are named cplex. It includes its updates, its documentation and its installers.
• Server: a single physical or virtual machine with its own operating system installation, on which the Software is installed. A server is recognised by a machine code derived from its operating system’s identity. The machine code does not change when the Software is reinstalled; it changes when the operating system is reinstalled, and the machine then counts as a new server.
• Licence key: the key emailed to you after a purchase, which is not yet bound to any server.
• Bound key: the key issued for a particular server when a licence key is activated on it.
• Key: the licence key and any bound key issued for it. A key belongs to the licence it was issued for.
• Release: each version of the Software, whose publication date is stated in the signed list of releases.
• Update period: the period up to the last date on which a release your licence covers can have been published. It is one year from the date of purchase and is extended by renewals.

3. Right of use

3.1 In return for the licence fee we grant you the right to use the Software on one server, perpetually. The right is non-exclusive; it may not be sublicensed and may not be transferred except as in 3.4.

3.2 The perpetual right covers every release published up to the date your update period ends. You may keep using those releases indefinitely after your update period has ended.

3.3 You may use the Software for your own business and to provide hosting services to your customers. Your customers’ use of the accounts you create for them in the panel is covered by this right.

3.4 To transfer your licence to another person you must write to us and obtain our written consent, which we will not withhold without good reason.

3.5 A licence, and every key that belongs to it, may be in use on only one server at a time. Each additional server needs its own licence.

4. Updates

4.1 Your licence covers every release published up to the date your update period ends. The update period is one year from the date your purchase was paid.

4.2 The panel’s update screen offers as applicable only the releases your licence covers. Releases are signed by their publisher; the panel does not apply a release whose signature it cannot verify.

4.3 When you buy a one-year renewal, one year is added to the end of your update period; if the period has already ended, the new year runs from the date the renewal was paid. A renewal can be bought only for a licence that is yours, and never creates a new licence.

4.4 To receive updates through the panel, your server must be able to make the daily licence check-in described in section 7: an update is applied only if the server holds a licence status issued no more than 30 days before the signed list of releases was issued. A period in which cpleks.com cannot be reached therefore can at most delay updates; it stops nothing else.

5. When the update period ends

5.1 When your update period ends, updates stop and nothing else does. The Software, your sites, mailboxes and databases, and the panel keep working; no state of a licence stops any service.

5.2 Releases published after your update period has ended, security fixes included, are not covered by your licence. If the release you run falls below the minimum version the publisher sets because of known security problems, the panel tells you so; to move to a current release you then need to renew your licence.

5.3 You can buy a renewal at any time to receive updates again.

6. Moving a licence to another server

6.1 To move a licence, you first release it on the current server, from the panel or from the command line: the server deletes its key and gives you a release code. When that code reaches cpleks.com — automatically if the server is connected to the internet, otherwise by entering it on your account page — the licence is freed and can be activated on another server.

6.2 A licence can be released at most twice in any period of 90 days.

6.3 If your server has failed or been deleted, or its operating system was reinstalled before the licence was released, write to us; once we have looked into it we can free the licence. We recommend releasing the licence before reinstalling the operating system.

6.4 Continuing to use a copy of a bound key after its licence has been released from that server is a breach of this Agreement. Such a copy is invalidated the next time the server holding it makes a licence check-in.

7. The daily licence check-in

7.1 If a licence is installed on your server, the Software, once a day with the update check and whenever the panel’s update check button is pressed, sends cpleks.com the licence number, the binding number, the sequence number, the machine code and the one-time value it was given at the previous check-in; your server’s IP address reaches us as part of the connection. It receives a signed licence status in reply.

7.2 The check-in brings renewals to your server, invalidates keys of licences that were refunded or moved to another server, and lets us detect one key used on more than one server.

7.3 The machine code is derived from your server’s operating system identity by a one-way function; the identity itself is not sent. Apart from this check-in and the update check, the Software sends nothing to anyone on its own. What is sent when you activate or release a licence is described in the Privacy Policy.

7.4 A check-in that cannot be made stops no service; it can only delay updates as described in 4.4.

8. Use without a key

Anyone may download the Software, and it can be installed without a key. An installation without a key works fully, except that it cannot receive updates through the panel. Use without a key is permitted [TO BE COMPLETED: the permitted use — for example for evaluation only, for … days; or without a time limit].

9. Refunds, chargebacks and termination

9.1 If a payment is refunded in full or reversed by a chargeback, the rights that payment bought end: for the purchase, the whole licence; for a renewal, the year it added. The server the licence is bound to receives an invalidated key at its next check-in, and the panel stops offering updates; no service on the server stops. If a chargeback is itself reversed, the rights are restored. If the whole licence has ended, you may continue to use the Software only on the terms of section 8. The refund terms are on the Refunds and Withdrawal page.

9.2 If you materially breach this Agreement (for example by using one licence, or a key that belongs to it, on more than one server at a time), we will write to you and ask you to remedy the breach; if it is not remedied within a reasonable time we may terminate the licence. Your licence then receives no updates, and you may use the Software only on the terms of section 8.

10. What you may not do

You may not:

• use one licence, or any key that belongs to it, on more than one server at a time, or achieve that by copying a machine’s identity;
• disable, alter or get round the licence check or the signature check on updates;
• sell, rent or distribute keys (3.4 excepted);
• remove copyright and licence notices from the Software;
• reverse engineer or decompile the Software, except where the law expressly allows it.

11. Intellectual property, and software that is not ours

11.1 All intellectual property rights in the Software belong to the Company. This Agreement gives you only the right of use defined above. Rights in the cpleks name and logo are reserved.

11.2 The Software contains open-source components distributed under their own licences. Those components are governed by their own licences, and this Agreement does not restrict the rights those licences give you.

11.3 Software that the Software installs on your server or lets you install — for example the web server, PHP, database and mail servers, and other software from your operating system’s package archives or from its publishers — is not ours; it is governed by its authors’ licences and is not the subject of this Agreement.

12. Your server and your data

12.1 The Software runs on your server. We have no access to the sites, email, databases and files you manage with the panel; we do not see or process them. You are the data controller of that data and of your customers’ data.

12.2 You are responsible for the security of your server, for taking and keeping backups, for the lawfulness of the content hosted on your server, and for your obligations to your customers.

12.3 For the things you ask it to do, the Software deals with other parties on your behalf. For example, when you ask for a certificate it opens an account with the certificate authority (such as Let’s Encrypt) and accepts that authority’s terms on your behalf. Those parties’ terms apply between you and them.

13. Support

You can write to us with questions at tunc@oyuncakliseyler.com. A licence does not include a guaranteed response time, on-site service, or managing your server for you. [TO BE COMPLETED: confirmation of what support is offered]

14. Warranty

14.1 We provide the Software as it is described on the site and in its documentation. We do not warrant that it will run without interruption or error, that it will suit every server configuration, or that it is fit for a purpose its documentation does not describe.

14.2 To the extent the law allows, we give no warranty beyond what this Agreement expressly states. Your statutory rights as a consumer, including your rights concerning defective goods and services, are not affected.

15. Limitation of liability

15.1 To the extent the law allows, we are not liable for loss of profit, loss of data, business interruption, loss of reputation or other indirect loss.

15.2 To the extent the law allows, our total liability for all claims arising from this Agreement or the Software is limited to the total amount you paid for this licence in the twelve months before the event giving rise to the claim.

15.3 These limits do not apply to loss caused by our intent or gross negligence, to harm to life or health, or to any other liability that the law does not allow to be limited.

16. Consumer rights

Nothing in this Agreement limits the rights that the law of the country where you live gives you as a consumer and that cannot be excluded by contract.

17. Changes

We may change this Agreement. A change never narrows what you were granted for a licence you have bought — perpetual use, one server, and the update period you paid for. Changes apply to purchases and renewals made after they are published; we email licence holders about a significant change. If you ask, we will send you the text that was in force on the date of your purchase.

18. Governing law and jurisdiction

18.1 This Agreement is governed by Turkish law.

18.2 If you and we are both merchants, the [TO BE COMPLETED: competent courts and enforcement offices — our proposal: those of the place of the Company’s registered office] have jurisdiction over disputes arising from this Agreement.

18.3 If you are a consumer, nothing in this section limits your right to apply to the consumer arbitration committees and consumer courts in Turkey or, if you live outside Turkey, your right to rely on the mandatory consumer protection rules of the country where you live and to go to its courts.

19. Contact

Oyuncaklı Şeyler Turizm Organizasyon Sanayi ve Ticaret Ltd. Şti., Etiler Mah. Evliya Çelebi Cad. Remel Plaza No:23/106, Beşiktaş, İstanbul, Türkiye. Email: tunc@oyuncakliseyler.com. KEP: [kep — to be supplied].