SOFTWARE AS A SERVICE (SAAS)

This Software as a Service (SaaS) Agreement (the "Agreement") is entered into between Best HD Wallpaper ("Provider"), and the entity or individual ("Customer") who has registered for or purchased access to the Provider's software services. This Agreement governs the terms and conditions under which the Customer may access and use the Services provided by the Provider.

The purpose of this Agreement is to define the roles, responsibilities, and limitations of the parties in using the Provider's SaaS offerings, and to protect the confidentiality, integrity, and availability of the software and its associated data. By accessing or using the Services, the Customer agrees to comply with the terms outlined in this Agreement, as well as any other policies or documentation referenced herein.

1. Definitions
   1. "Services" means the software-as-a-service offering to which you have purchased access.
   2. "Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer through the Services.
2. Access and Use.
   1. Provision of Access. Provider hereby grants Customer a non-exclusive, non-transferable right to access and use the Services during the term of Customer's subscription, solely for use by Customer in accordance with the terms and conditions herein. Such use is limited to the Customer's own personal activities and is not for the express benefit of any third party.
   2. Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make the Services available to any third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
   3. Best HD Wallpaper Create Content. The Services may make certain Image, and other content available for license and use through the Services free of charge (the "Best HD Wallpaper Create Content"). Such Best HD Wallpaper Create Content is owned by Best HD Wallpaper or third parties represented by Best HD Wallpaper and is protected by copyright, trademark, patent, trade secret and other laws. Any Best HD Wallpaper Create Content licensed and used by you in connection with your use of the Services shall be considered licensed under a "Standard" Image" license, as applicable by the content type. Best HD Wallpaper may remove any items of Best HD Wallpaper Create Content at any time, in its sole discretion, or subject to request of the third parties it represents. iv. Service Level Warranty. Best HD Wallpaper warrants that the Services shall maintain 99% Uptime during each calendar month. "Uptime" shall equal the percentage that results by dividing (a) the difference between (i) the total minutes in a month, excluding customary and reasonable scheduled maintenance (the "Total Time"), and (ii) the minutes that the Services are not accessible, excluding customary and reasonable scheduled maintenance and any downtime due to outages of third party connections or utilities or other reasons objectively beyond Company's control, by (b) The Total Time. Best HD Wallpaper shall designate no more than four hours per month as scheduled maintenance. Unless maintenance is required to resolve or otherwise cure any intellectual property claim by any third party on the Services, or to fix an error that would result in a serious failure of Uptime, or otherwise as deemed critical in Best HD Wallpaper's reasonable judgment, Best HD Wallpaper shall provide commercially reasonable prior notice to a scheduled maintenance window. Upon notice to Best HD Wallpaper of Services downtime in excess of the terms of this Service Level Agreement, Customer shall have the right to an extended Term, the duration of such extension to be commensurate with such downtime. Aside from Customer's right to seek termination for breach, the foregoing shall be Customer's sole remedy for a breach of this Service Level Agreement.
   4. Suspension. Notwithstanding anything to the contrary in this Agreement, Best HD Wallpaper may temporarily suspend Customer's access to any portion or all of the Services if: (i) Best HD Wallpaper reasonably determines that (A)Customer's use of the Services disrupts access to or otherwise threatens the stability of the Services, or otherwise poses a security risk to the Services to any other Best HD Wallpaper customer or vendor; (B) Customer is using the Services for fraudulent or illegal activities;; or (C) Provider's provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Best HD Wallpaper has suspended or terminated Best HD Wallpaper's access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) Customer's failure to pay any amounts due Best HD Wallpaper for access and use of the Services, or any other amounts validly owed Best HD Wallpaper (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). Best HD Wallpaper shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Best HD Wallpaper shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
   5. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THE SERVICE LEVEL WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND BEST HD WALLPAPER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY FEATURES, PRODUCTS, OR RESULTS DERIVED FROM THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
   6. Notwithstanding anything to the contrary in this Agreement, Best HD Wallpaper may monitor and track data related to Customer's use of the Services and collect and compile aggregated statistics derived from such use in an aggregate and anonymized manner. As between Best HD Wallpaperand Customer, all right, title, and interest in anonymized, aggregated statistics, and all intellectual property rights therein, belong to and are retained solely by Best HD Wallpaper. Customer acknowledges that Best HD Wallpaper may compile aggregated statistics based on Customer Data input into the Services, or derived directly from Customer's use of the Services. Customer agrees that Best HD Wallpaper may (i) make aggregated statistics publicly available in compliance with applicable law, and (ii) use aggregated statistics to the extent and in the manner permitted under applicable law.
3. Intellectual Property Rights
   1. Ownership of Services: All rights, titles, and interests, including all related intellectual property rights, in and to the Services, Documentation, and the Best HD Wallpaper Content, are and will remain with Best HD Wallpaper or its licensors. No rights are granted to the Customer except as expressly set forth herein.
   2. Customer Data: As between Best HD Wallpaper and Customer, Customer owns all rights, titles, and interests in and to the Customer Data. Customer hereby grants Best HD Wallpaper a non-exclusive, royalty-free, worldwide license to use, copy, transmit, sub-license, and display Customer Data solely as necessary for Best HD Wallpaper to provide the Services under this Agreement.
   3. License to Use Customer Feedback: Customer grants to Best HD Wallpaper a non-exclusive, royalty-free, perpetual, irrevocable license to use any feedback, suggestions, recommendations, or other information provided by Customer relating to the Services for Best HD Wallpaper's business purposes, including for improvement of the Services, without obligation of any kind.
4. Confidentiality
   1. Confidential Information: During the term of this Agreement and for a period of three (3) years thereafter, each party (the "Receiving Party") shall keep confidential and not disclose any non-public, proprietary information, whether written, oral, or otherwise, disclosed by the other party (the "Disclosing Party") that is designated as confidential or should reasonably be understood to be confidential, including business operations, strategies, customer data, or any other information marked or otherwise identified as "Confidential" ("Confidential Information").
   2. Exceptions: Confidential Information does not include information that: (i) is or becomes publicly known through no act or omission of the Receiving Party; (ii) was in the Receiving Party's lawful possession prior to the disclosure; (iii) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or (iv) is independently developed by the Receiving Party, without access to, or use of, the Disclosing Party's Confidential Information.
   3. Obligations: The Receiving Party agrees to take all reasonable measures to protect the confidentiality of the Disclosing Party's Confidential Information and not to use any such information for any purpose other than as permitted under this Agreement.
5. Indemnification
   1. Customer Indemnification: Customer shall indemnify, defend, and hold harmless Best HD Wallpaper, itsofficers, directors, employees, agents, successors, and assigns from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) Customer's breach of this Agreement; (b) Customer's use of the Services in violation of applicable laws or third-party rights; or (c) any dispute between Customer and its own customers, end-users, or vendors.
   2. Provider Indemnification: Provider shall defend, indemnify, and hold Customer harmless from any damages or costs (including reasonable legal fees) arising from any third-party claim that the Services, as provided and used within the scope of this Agreement, infringe upon any third party's intellectual property rights, except to the extent such claims are caused by: (a) Customer's use of the Services in combination with any product, software, or data not provided by Best HD Wallpaper, or (b) any modifications made by Customer to the Services without Best HD Wallpaper's written consent.
   3. Procedure: The indemnified party shall (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party control of the defense and settlement of the claim, provided that the indemnifying party shall not settle any claim that imposes any liability or obligation on the indemnified party without its prior written consent; and (c) provide reasonable assistance in the defense of the claim at the indemnifying party's expense.
6. Dispute Resolution
   1. Negotiation and Mediation: The parties agree to first attempt to resolve any disputes arising under this Agreement through good-faith negotiations. If a dispute cannot be resolved through negotiation, the parties shall, before proceeding to litigation, submit the dispute to mediation administered by a mutually agreed-upon mediator. The mediation shall take place in Kayseri, Turkey, and the language of mediation shall be Turhish.
   2. Consumer Arbitration: If mediation fails, the parties agree to binding arbitration under the rules of Consumer Arbitration Turkiye. The arbitration shall be held in Kayseri, Turkey. The language of arbitration shall be Turkish. The decision of the arbitrator shall be final and binding on both parties, and each party shall bear its own costs and expenses unless otherwise determined by the arbitrator.
   3. Jurisdiction: For any disputes that are not subject to arbitration under this Agreement, the parties agree to submit to the exclusive jurisdiction of the Kayseri Courts of the Republic of Turkiye.