Seatlock Commercial Licence Agreement

Version 1.0 · Effective date: 27 September 2026

This Agreement is made between Mesut SAYGIOĞLU, a sole proprietor in Antalya, Türkiye, trading as Seatlock and registered for tax at the Düden Tax Office, Antalya, under number 7550377374 (“Seatlock“, “we“, “us“, “our“), and the business named in the Order (“you“, “your“).

It covers the Seatlock SDK, the Seatlock JUCE module and seatlock-tool. It does not cover the Seatlock License Server plugin, which is licensed under the GNU General Public License (see clauses 5.3 and 6).

Important terms: please read these first

Read this whole Agreement before you buy. The terms below limit your rights or add to your obligations:

Businesses only. We license only to businesses, never to consumers. You must give your business name and, where your country issues one, your tax number (clause 2.4).
Acceptance before delivery. You accept by ticking two boxes on our Website before the checkout opens. We deliver only after that. We record the document versions, the date and time, the e-mail address, the IP address and the Paddle transaction ID (clause 2.5).
Closed-source products only. You must not use the SDK or the JUCE Module in a product that you distribute under the GPL, the AGPL or another copyleft licence, including a JUCE product built under JUCE’s AGPLv3 option. Check this before you buy. Incompatibility is not a reason for a refund (clauses 5.1(j) and 12).
Object code only. You may pass the SDK on only as compiled object code inside your own products. You must never share the source code, the Tool or your download access (clauses 4 and 5).
Distribution starts when the licence starts. You may distribute a product containing the SDK only from the moment the licence for that Order takes effect, and only within the limits that Order adds. Until then you may use it for development and testing only (clause 4.2).
Identifying marks and leaks. Every copy may carry marks that identify you. Removing them is a serious breach (clause 9.3). If a copy with your marks appears where it should not, it is presumed to have leaked through you, unless you show otherwise (clause 9.4). We may name you to platforms when we ask them to remove such a copy (clause 9.6).
Checks. You must answer compliance requests, keep records, let us analyse your products, and allow an audit if we suspect a breach (clauses 9.7 to 9.10).
People who work for you. You are fully responsible for your employees, contractors, distributors and stores. A breach by any of them can end your licence (clauses 7 and 13.4).
Refund only before download. Within 14 days of your Order, and only if no download has started, you get a full refund. After a download, or after 14 days, all fees are final. The other exceptions are Paddle’s own refund decisions, rights under mandatory law, non-delivery and our serious breach (clause 12).
Refunds and chargebacks end the licence. Your licence ends automatically if the Fee, or more than half of it, is refunded, or if a Chargeback is decided in favour of the payer. While a Chargeback is open, we may suspend Updates, support and downloads. When the licence ends, you must stop distributing, stop selling licences for your products and delete all copies of the SDK, the JUCE Module and the Tool. Your GPL rights in the Server Plugin are not affected (clauses 6.1, 10.6 and 13).
Contractual penalty. Serious breaches trigger fixed contractual penalties: USD 25,000 for each incident of passing on the source code, the Tool or a release key; USD 10,000 for each incident of removing or altering Identifying Marks; and, for each product that uses the SDK without being covered by your Order, five (5) times the list price of your tier and at least USD 5,000. A breach that continues after written notice costs a further USD 1,000 for each day, up to USD 100,000 for that breach. These penalties are due in addition to damages and to performance (clause 14).
Liability. Licensing software can stop your end users’ software from working. You carry that risk. Our liability is excluded or capped as far as the law allows (clauses 16 to 18).
Indemnity. You must cover us against third-party claims about your products (clause 19).
No transfer. You cannot transfer the licence. It stays with the legal entity named in the Order, also after a change of owner (clause 23).
Evidence and authority. Our and Paddle’s electronic records are evidence (clause 31.3). A person who accepts without authority is liable under the law (clause 2.2).
Law, courts and language. Turkish law applies. Disputes go to Antalya as clause 29 states. The English text controls (clause 30).

Before the Paddle checkout opens, our Website shows two acceptance boxes. Neither box is ticked in advance:

[ ] I buy for my business, and I accept the Seatlock Commercial Licence Agreement, version 1.0, the Terms of Sale and the Refund Policy, for the business named in the Order.
[ ] I have read Important Terms 1 to 16 above, and I expressly accept each of them.

The checkout does not open until both boxes are ticked. We record the document versions, the date and time, the e-mail address, the IP address and the Paddle transaction ID.

1. Definitions

1.1 In this Agreement:

“Agreement” means this Seatlock Commercial Licence Agreement together with the Order.
“Brand” means a trade name, trademark or product-line name under which you market Licensed Products to the public.
“Chargeback” means any reversal of, or dispute about, a payment for an Order that is started through a card issuer, bank, payment service provider or similar body by you, on your behalf, or by the holder of the payment method used for the Order. A request only for information or documents (such as a retrieval request) is not a Chargeback.
“Contractor” means a natural person or a company, other than your employee, that performs software development, build or maintenance services for you under a written contract.
“Documentation” means the manuals, guides, README files, example code and other technical material that we supply with or for the Licensed Software, excluding documentation contained in the Server Plugin.
“End User” means any person or organisation that obtains a copy of, or a right to use, a Licensed Product, directly or indirectly from you.
“Fee” means the price paid to Paddle for an Order, excluding taxes.
“GPL” means the GNU General Public License as published by the Free Software Foundation, version 2 or (at your option) any later version (SPDX: GPL-2.0-or-later).
“JUCE Module” means the Seatlock source files that adapt the SDK for use with the JUCE framework, including the module declaration files.
“Licensed Product” means a software product that meets all of these conditions: (a) you own it, or you hold an exclusive licence to develop and sell it, and you sell it to End Users as its publisher under your own name. A product that you publish, distribute or sell for a developer or rights holder that owns it (for example as a publisher, label, distributor, marketplace or bundle seller) is a Licensed Product only if the Order expressly covers that developer; (b) you market it under a Brand covered by your Order; (c) its main value and functions are its own, and are not the licensing, activation, protection or encryption functions of the Licensed Software; and (d) it contains the SDK and the JUCE Module only as Object Code, and contains no part of the Tool in any form. Keys and encrypted data that the Tool produced for that product are not part of the Tool.
“Licensed Software” means the SDK, the JUCE Module and the Tool, in every form we supply, together with the Documentation, all Updates and all copies. Except in clause 8, it also includes every modification, translation, port and derivative work of any of them made by you or for you, as far as it contains or is derived from our code. It does not include the Server Plugin, the Third-Party Components or the output described in clause 3.8.
“Object Code” means native machine code produced by compiling the SDK or the JUCE Module (including your permitted modifications), or supplied by us in compiled form as part of the SDK, that is (i) statically linked into the executable files of a Licensed Product, or (ii) contained in a dynamic library that is installed only with that Licensed Product, is designed to be loaded only by it, and exports no function, class, variable or other symbol of the Licensed Software; and that is distributed only as an inseparable part of that Licensed Product. Object Code does not include: source code or header files; debug symbol files (such as .pdb or .dSYM files) or symbol tables that name functions, classes or variables of the Licensed Software; object files, static libraries, precompiled headers or intermediate code (such as LLVM bitcode) supplied separately from the Licensed Product; bytecode, WebAssembly or other code for an interpreter or virtual machine; code in another programming language that translates or ports the SDK or the JUCE Module; or any library, framework, package or interface designed or offered for linking into, or calling from, other software.
“Order” means the record of a purchase that states, as applicable, the licence tier, the number of Production Sites or Brands, the Update Period and the Fee. It consists of Paddle’s order confirmation, receipt or invoice (including a quote issued through Paddle’s invoicing and paid to Paddle); our record of your acceptance under clause 2.5; and the licence details we issue to you, read together. Each purchase of a licence, of an upgrade and of a renewal of the Update Period is a separate Order. If these documents differ, the licence details we issue prevail, then our record of your acceptance, except for an obvious error.
“Paddle” means Paddle.com Market Limited, or the other Paddle group company that acts as merchant of record and reseller for your Order (for example, Paddle.com Inc. for buyers in the United States).
“Production Site” means each installation of licence server software (the Server Plugin, a modified version of it, or any other software) whose licences, keys, seats, leases or tokens are accepted by a Licensed Product, other than a Test Site. Each separate domain or sub-domain through which such an installation can be reached counts as a separate Production Site.
“Public Documentation” means the parts of the Documentation that we publish openly on our Website.
“Refund” means any repayment of all or part of the Fee for an Order, whether Paddle makes it on its own decision or at our request, including any credit or adjustment. A repayment of taxes only is not a Refund.
“SDK” means the Seatlock client software development kit: its header files, example files and build files in C++ source code form, and its core in compiled form as static libraries, but excluding the Third-Party Components.
“Server Plugin” means the Seatlock License Server plugin for WordPress, which is licensed under the GPL and not under this Agreement.
“Test Site” means an installation of licence server software that is used only by you and your Authorised Users for development and testing, that End Users cannot reach, and whose licences or tokens are not accepted by any Licensed Product distributed to End Users.
“Third-Party Components” means software owned by third parties that we deliver with the Licensed Software, including Monocypher, as listed in THIRD-PARTY-NOTICES.md.
“Tool” means seatlock-tool, the Seatlock command-line build tool, in executable form.
“Update” means a correction, patch or new version of the Licensed Software that we make generally available to licensees during their Update Period.
“Update Period” means the period of Updates and support stated in the Order, starting on the date of the Order, as extended by any renewal Order.
“Website” means seatlocklicense.com.

Other terms are defined where they first appear in bold.

1.2 Headings are for convenience only. “Including” means “including without limitation”. “Written” and “in writing” include e-mail, except where clause 2.5, clause 22.3 or mandatory law requires another form.

2. Acceptance; written form; business customers only

2.1 You accept this Agreement by ticking both acceptance boxes on our Website before the Paddle checkout opens or, for an Order paid through a Paddle invoice, on the download page before delivery. We do not deliver the Licensed Software before you accept. Anyone who downloads, installs or uses the Licensed Software without acceptance has no licence. Any later download, installation or use is subject to this Agreement.

2.2 The person who accepts this Agreement confirms that he or she has authority to bind the business named in the Order. A person who accepts without that authority is liable as provided in Article 47 of the Turkish Code of Obligations (Law No. 6098).

2.3 This Agreement starts on the date you accept it. The licence in clause 3 takes effect when the full Fee has been received by Paddle.

2.4 We supply the Licensed Software only to businesses. You confirm that you acquire it for the purposes of your trade, business, craft or profession. This statement does not change the law: an organisation that does not act for trade or professional purposes can also be a consumer. You must give your business name and, where your country issues one, your VAT or tax identification number at checkout. Delivery is conditional on that data being given. We or Paddle may refuse or cancel, before delivery, an order that we reasonably believe comes from a consumer, or from a person or group that develops or sells a licensing, activation, copy-protection, or code- or data-encryption product or service, or that has breached a Seatlock licence before.

2.5 How you accept, and what we record. Before the checkout opens, our Website shows the two acceptance boxes set out at the start of this Agreement. Neither is ticked in advance, and the checkout does not open until you tick both.

(a) For each acceptance we record: the version number of this Agreement, of the Terms of Sale and of the Refund Policy as shown to you; the date and time; the e-mail address entered; the IP address from which the acceptance was sent; and, once payment is made, the Paddle transaction ID. We keep that record for ten (10) years.
(b) We send you, by e-mail and at the moment of acceptance, a copy of this Agreement, the Terms of Sale and the Refund Policy in the versions you accepted, in a form you can store and reproduce unchanged.
(c) Delivery is automatic. You receive your licence details and download access as soon as payment is confirmed. We do not wait for any further document, except as clause 2.6 provides.
(d) The separate acceptance of the Important Terms is an express acceptance of each of them for the purposes of Articles 20 to 25 of the Turkish Code of Obligations (Law No. 6098).

2.6 We do not sell to buyers seated in Türkiye. The checkout is not offered to them. If your seat is in Türkiye, write to support@seatlocklicense.com instead. If an order is nevertheless placed through the checkout by a buyer seated in Türkiye, we may cancel it and refund it in full before delivery.

2.7 We may ask you to sign a written licence acceptance form as well, and you must return it within fourteen (14) days of our request, but we do not make delivery wait for it.

3. Licence grant

3.1 Subject to your continuing compliance with this Agreement and to full payment of the Fee, we grant you a non-exclusive (simple), non-transferable, non-sublicensable, worldwide licence, limited to the licence tier, the number of Production Sites or Brands and any other limits stated in the Order, to do the following during the term of this Agreement:

(a) Reproduction. Install, store, load, run and copy the Licensed Software on computers, private repositories and build systems that you control, or that a hosting or build service provides under your account, with access limited to Authorised Users, only as far as your Authorised Users need this to develop, build, test, maintain and support Licensed Products.
(b) Adaptation. Modify the SDK and the JUCE Module, and combine them with your own code, only to integrate them into Licensed Products. Your modifications must not add to the SDK or the JUCE Module any code taken or derived from the Tool, or any function that creates release keys, signs licences or tokens, or encrypts or packages product data in the way the Tool does.
(c) Use of the Tool. Run the Tool internally to create release keys and to encrypt and package data for Licensed Products.
(d) Distribution and communication to the public. Sell, distribute and make available for download to End Users, directly or through distributors, resellers and online stores, the SDK and the JUCE Module (including your permitted modifications) only as Object Code within Licensed Products, and only in accordance with clause 4.
(e) Backup. Make a reasonable number of backup copies for archiving and disaster recovery, kept secure and under your control.

3.2 The rights granted in clause 3.1 are the financial rights of reproduction, adaptation, distribution and communication to the public within the meaning of Turkish Law No. 5846 on Intellectual and Artistic Works, each granted only to the extent stated in clause 3.1. No other rights are granted. In particular, you receive no right to rent, lend, publicly perform or broadcast the Licensed Software as such.

3.3 Royalty-free. The Fee is the only payment for the licence. No per-copy, per-End-User or revenue-based royalty is payable for Licensed Products that you distribute in compliance with this Agreement.

3.4 No time limit. The licence has no fixed end date. It covers every version delivered to you under an Order for which the licence has not ended under clause 13, including after your Update Period ends.

3.5 Scope limits.

(a) Licensed Products may be marketed only under the number of Brands stated in the Order.
(b) Licensed Products may be configured to accept licences, keys, seats, leases or tokens from no more than the number of Production Sites stated in the Order.
(c) Each limit stated in the Order applies. Where the Order does not state a limit, the limit that our Website stated for the licence tier on the date of the Order applies. If neither states a limit, the licence covers one (1) Brand and one (1) Production Site.
(d) You may run any number of Test Sites.
(e) If you need more Brands or Production Sites, you must buy an upgrade through our Website before you exceed the limit.
(f) If your licence tier has eligibility conditions stated in the Order or on our Website on the date of the Order (for example annual revenue or team size), you must meet them. If you stop meeting them, you must buy the matching upgrade through our Website within thirty (30) days.
(g) These limits apply only to Licensed Products. They do not limit how many copies of the Server Plugin you, or anyone else, may install, run, modify or distribute under the GPL.

3.6 Your company only. The licence is granted only to the legal entity named in the Order. Parent companies, subsidiaries and other affiliated companies need their own licence, unless the Order expressly includes them.

3.7 GPL and third-party rights. Nothing in this Agreement limits any right you have under the GPL in the Server Plugin, or under the licence of any Third-Party Component.

3.8 Output of the Tool. Keys, encrypted data and other files that the Tool creates for you belong to you. They are not Licensed Software, except for any part of the Licensed Software that they contain, such as SDK source code in a generated source file. You may load keys and data created by the Tool into the Server Plugin or into any other server software.

4. Conditions for distributing Licensed Products

4.1 You may pass the Licensed Software to any person only as Object Code within a Licensed Product.

4.2 When distribution may start. You may distribute to End Users (including beta testers) a Licensed Product that contains the Licensed Software, or that uses rights added by an upgrade or renewal Order (such as an additional Brand, or an Update first made available under a renewal), only from the moment the licence under the Order concerned takes effect under clause 2.3, and only within the limits that Order sets. Until then, you may use what that Order adds only for development and testing. If the Fee for that Order is later refunded, or a Chargeback about it is decided in favour of the payer, clause 13 applies to everything that Order added.

4.3 Each Licensed Product must be distributed under end-user terms that: (a) protect the Licensed Software at least as well as clauses 5.1(g) and 5.1(h), to the extent the law allows; (b) do not grant any right in the Licensed Software other than the right to use the Licensed Product; and (c) do not create any warranty, liability or support obligation on our part towards End Users. Clause 4.3(a) does not require you to forbid what a licence of an open-source component in the Licensed Product requires you to allow, such as the reverse engineering for debugging that the GNU Lesser General Public License requires. That allowance must not give anyone a right to extract, copy or distribute the Licensed Software.

4.4 Each Licensed Product must comply with the licences of the Third-Party Components it contains. THIRD-PARTY-NOTICES.md explains the options for Monocypher.

4.5 A Licensed Product must not give any third party access to the functions of the Licensed Software through an application programming interface, plug-in interface, scripting interface, library or service that would allow that third party to license, activate, protect or encrypt its own software or data.

4.6 Your distributors, resellers and online stores may distribute Licensed Products only in unchanged form and must never receive the source code of the Licensed Software or the Tool. You are responsible for them.

4.7 We are not a party to any contract between you and your End Users, distributors, resellers or online stores. You must not make any promise, warranty or statement on our behalf.

4.8 You do not have to name Seatlock in Licensed Products. You may state accurately that a Licensed Product uses Seatlock. You must not otherwise use the Seatlock name or logo, and never in a way that suggests that we endorse, sponsor or support your products, without our prior written consent.

4.9 If a Licensed Product uses a library under the GNU Lesser General Public License, you must link that library dynamically, so that you never have to supply object files of the Licensed Software to let anyone relink the product.

5. Restrictions

5.1 Except as clauses 3 and 4 expressly permit, you must not, and must not allow or help anyone else to:

(a) distribute, publish, disclose, sell, rent, lease, lend, host, upload or otherwise make available to any third party the source code of the SDK or the JUCE Module (original or modified), the Tool in any form, or the Documentation other than Public Documentation, including through public repositories, repositories, drives and services that anyone other than your Authorised Users can access, package managers, forums or file-sharing services;
(b) sublicense, assign, transfer, share, pool or time-share the Licensed Software or this licence, or use the Licensed Software on behalf of or for the benefit of any third party, including as a development, build, protection or licensing service for others;
(c) use the Licensed Software in or for any software that is not a Licensed Product, including software that you develop for a client who will own or market it (such a client needs its own licence);
(d) create, market or distribute any licensing, activation, copy-protection, anti-piracy, digital rights management, key-management, or code- or data-encryption product, library, tool or service that contains, is derived from, or was developed with the help of the Licensed Software or our Confidential Information, except as clause 5.3 allows;
(e) rebrand, rename or white-label the Licensed Software, or present it or any part or derivative of it as your own product or anyone else’s product;
(f) remove, alter, obscure or falsify any copyright notice, licence notice, licence identifier, trademark or Identifying Mark in the Licensed Software;
(g) reverse engineer, decompile or disassemble any part of the Licensed Software that we supply only in compiled or executable form (such as the SDK’s static libraries and the Tool), or any mechanism that creates or checks Identifying Marks, except as clause 5.2 allows;
(h) use the Licensed Software or our Confidential Information to analyse, attack, bypass, disable or publish weaknesses in the licensing or protection of any other person’s software that uses Seatlock, except by reporting privately to us under clause 15.6;
(i) exceed the licence tier, the number of Brands or Production Sites, or any other limit or eligibility condition in the Order;
(j) distribute the Licensed Software, or a Licensed Product, under licence terms, or together with software whose licence terms, would require any part of the Licensed Software to be disclosed or offered in source code form, licensed for the making of derivative works, or redistributed free of charge. Examples are the GNU General Public License, the GNU Affero General Public License and, for static linking, the GNU Lesser General Public License. If a Licensed Product uses JUCE, you must hold a JUCE licence that allows you to distribute that Licensed Product as closed-source software. We do not offer the Licensed Software under any open-source licence or with any exception for copyleft software;
(k) use the Licensed Software in any product whose failure could reasonably be expected to lead to death, personal injury, or serious physical or environmental damage, such as medical devices, the control of vehicles or aircraft, nuclear facilities, weapons, or emergency or life-support systems;
(l) use the Licensed Software to unlawfully disable, damage or hold to ransom any system, to collect data from End Users in a way that is unlawful or not disclosed to them, or otherwise in breach of any applicable law, including export control and sanctions laws;
(m) give, sell or disclose your download links, account credentials, licence identifiers or other access to our delivery systems to anyone other than your Authorised Users, or obtain the Licensed Software through another licensee’s account or delivery; or
(n) use the source code of the Licensed Software, or code or text generated from it, to train, fine-tune or build a retrieval index for any artificial intelligence model or system, or ask any AI system to rewrite, translate or reproduce the Licensed Software for use outside Licensed Products. You may use an AI coding assistant that neither keeps the code nor trains on it, only to work on Licensed Products.

5.2 Nothing in this Agreement limits the acts that Article 38 of Turkish Law No. 5846, or similar mandatory law, allows a lawful user of a computer program to do. Examples are loading, running and correcting errors, making one backup copy, and observing and testing the program. Before you decompile any part of the Licensed Software to obtain interoperability information, you must first ask us for that information in writing, where that law allows this condition.

5.3 Server Plugin. Clauses 4, 5.1, 7, 9, 13.7, 13.8, 14 and 15 do not restrict your use, copying, modification or distribution of the Server Plugin, or of a modified version of it, under the GPL. For example, you may install it on any number of sites, change it, use it with software that is not a Licensed Product, and distribute or sell it, even if you tested it with the Licensed Software. However, those clauses apply to any part of the Licensed Software that you copy into the Server Plugin or into any other software, and they apply to what you do with Licensed Products, whatever server software you use.

6. The Server Plugin

6.1 The Server Plugin is licensed under the GPL, not under this Agreement. Your rights in copies of the Server Plugin do not depend on an Order and do not end under clause 13.

6.2 If your Order includes Updates and support for the Server Plugin, we provide them as a service during the Update Period. Clauses 10, 11, 12, 16, 17, 18 and 22 to 31 apply to that service. Your rights in the code of the Server Plugin remain governed only by the GPL.

6.3 When the licence under this Agreement ends, your access to Updates, support and downloads of the Server Plugin through us also ends.

7. Authorised Users and Contractors

7.1 Only your employees and Contractors who need access in order to work on Licensed Products may access the Licensed Software (“Authorised Users“). You must end each person’s access promptly when it is no longer needed.

7.2 Before you give any person access, you must bind that person in writing to confidentiality and use obligations that protect the Licensed Software at least as well as this Agreement. For each Contractor, that written undertaking must also state that Seatlock may enforce it directly against the Contractor. You must give us a copy within fourteen (14) days after our request.

7.3 In addition, each Contractor:

(a) may use the Licensed Software only to work on your Licensed Products, and not for any other client or for its own purposes;
(b) must access the source code and the Tool only in repositories and systems that you control and can revoke, and must not copy them to repositories, systems or storage that the Contractor controls, except working copies on encrypted devices used only for your work;
(c) must not give access to any sub-contractor, employee or other person without your prior written consent. Each such person must be bound under clause 7.2 and is an Authorised User for whom you are responsible;
(d) must not be a person that develops or sells a licensing, activation, copy-protection, anti-piracy, or code- or data-encryption product or service; and
(e) must return or delete all copies when its work for you ends, and confirm the deletion to you in writing.

7.4 You are responsible for all acts and omissions of your Authorised Users, distributors, resellers and online stores, and of anyone who obtains the Licensed Software through you, as if they were your own. A breach by any of them is a breach by you.

7.5 At our request, you must tell us within fourteen (14) days the names of all Contractors, and of the individuals working for them, who have or had access to the Licensed Software, with the dates of their access.

8. Ownership and reservation of rights

8.1 The Licensed Software is licensed, not sold. We, and for the Third-Party Components their owners, keep all rights, title and interest in the Licensed Software as we supply it, in all copies of it, and in the parts of our code contained in any modification or derivative work, including copyright, trade secrets and all other intellectual property rights.

8.2 All rights not expressly granted in this Agreement are reserved. No right is granted by implication.

8.3 You keep your rights in your own code that does not contain and is not derived from the Licensed Software. Output of the Tool belongs to you as clause 3.8 states. In your modifications of the SDK and the JUCE Module, you keep the rights in your own additions. You may use those modifications only within the limits of this Agreement. Our rights in the Licensed Software on which they are based are not affected. Nothing in this Agreement transfers your rights to us.

8.4 If you send us suggestions, ideas, bug reports, code, patches or pull requests, including those for the Server Plugin (“feedback“), you grant us, free of charge, worldwide, non-exclusively and for the full term of protection, the rights to reproduce, adapt, distribute and communicate that feedback to the public and to use it in our products under any licence terms, without any obligation to you. Code that you send us for the Server Plugin is also licensed to everyone under the GPL. We have no duty to use feedback.

8.5 The name “Seatlock” and our logos are ours. This Agreement gives you no right to use them, except as clause 4.8 states. You must not register or use any trademark, trade name, company name, domain name, social-media account, app, package or repository name that contains “Seatlock” or is confusingly similar to it.

9. Identifying Marks, incidents and verification

9.1 Each copy of the Licensed Software that we deliver may contain information, visible or hidden, that identifies you, your Order or that particular delivery, such as licence identifiers, notices, fingerprints, watermarks, and unique variations in code, comments or data (“Identifying Marks“).

9.2 Identifying Marks are passive. They do not collect, send or report any data from your systems or from End Users. They may remain in the Object Code of Licensed Products. They identify you, not your End Users.

9.3 You must not remove, alter, obscure, falsify or transfer Identifying Marks, and you must not search for, rewrite or regenerate any part of the Licensed Software for the purpose of finding, removing or defeating Identifying Marks, including by comparing your copy with any other copy of the Licensed Software. A breach of this clause is a serious breach.

9.4 If a copy of any part of the Licensed Software that carries your Identifying Marks is found in the possession of a person who is not authorised under this Agreement, or is found to be available to the public, it is presumed that the copy was disclosed through you or your Authorised Users in breach of this Agreement. You may rebut this presumption. To do so, you show that you and your Authorised Users complied with clauses 7.2, 7.3 and 15.2, and that you reported the incident under clause 9.5 without undue delay after you became aware of it. You may also rebut it in any other way the law allows. This clause does not apply to Object Code that you distributed within a Licensed Product in accordance with clause 4. It applies to source code, header files, the Tool, the Documentation other than Public Documentation, and Object Code that has been separated from a Licensed Product or is offered as a library.

9.5 You must tell us in writing without undue delay, and in any case within five (5) business days after you become aware of it, about any actual or suspected unauthorised access to, or copying, disclosure or use of, the Licensed Software. You must take reasonable steps to stop it and must cooperate with us.

9.6 You agree that we may notify hosting providers, code repositories, online stores, marketplaces, search engines and other intermediaries about copies of the Licensed Software made available without authorisation, and may name you as the licensee of such a copy where this is reasonably necessary to have it removed.

9.7 Verification. At our request, but not more than once in any twelve (12) month period unless we have reasonable grounds to suspect a breach, you must send us within fourteen (14) days a written statement, signed by an authorised representative, that lists your Licensed Products, Brands and Production Sites (with their domains) and confirms that you comply with this Agreement. If you have exceeded the limits in the Order, you must buy the necessary upgrade through our Website, at the list price then shown, within thirty (30) days. This does not affect our other rights.

9.8 Inspection of Licensed Products. You permit us, and persons we instruct, to obtain, install, run and analyse copies of Licensed Products, including their binaries, configuration and network traffic, only to check compliance with this Agreement and to find Identifying Marks. As between you and us, your end-user terms and technical measures do not limit this permission.

9.9 Records. During this Agreement and for three (3) years after it ends, you must keep accurate records of your Authorised Users and their access dates, the repositories and systems that hold the Licensed Software, your Licensed Products and their versions, and your Brands and Production Sites. You must give us copies within fourteen (14) days after our request.

9.10 Audit. If we have reasonable grounds to suspect a breach, an independent auditor bound by confidentiality may inspect those records and the relevant systems during business hours, after ten (10) business days’ notice. If the audit shows a breach, you bear its reasonable costs.

10. Updates and support

10.1 During the Update Period, we provide the Updates that we make generally available, and support by e-mail to support@seatlocklicense.com, in English, on our normal business days in Türkiye, with reasonable efforts. There are no guaranteed response or resolution times unless the Order states them.

10.2 Support covers the installation and use of the Licensed Software as we deliver it, and questions about the Documentation. It does not cover your Licensed Products or code, modifications of the Licensed Software, your Production Sites and Test Sites or their hosting, WordPress, WooCommerce, WooCommerce Subscriptions, PHP, JUCE, compilers, build systems, operating systems or host applications, custom development or consulting. We do not provide support to your End Users.

10.3 Renewal is optional. When the Update Period ends, you receive no further Updates or support unless you buy a renewal Order on our terms and prices at that time. Your licence to the versions delivered before then continues under clause 3.4. We will not include in the Licensed Software any mechanism that stops it from working because your Update Period has ended.

10.3A Security fixes stay free. As an exception to clause 10.3, if we release an Update that fixes a security vulnerability in the major version of the Licensed Software or the Server Plugin that you hold (for example, any 1.x version), you receive that Update free of charge, even after your Update Period has ended. This exception covers security fixes only. It does not include new features, support, or compatibility with new versions of third-party software.

10.4 We decide the content and timing of Updates. We may change, add or remove features, and may end support for platforms, compilers, frameworks and older versions. We have no obligation to keep the Licensed Software compatible with future third-party software. We may ask you to install the latest Update before we provide support.

10.5 Updates form part of the Licensed Software. An Update may come with a newer version of this Agreement. The newer version applies only if you accept it expressly, for example by ticking a box before download. If you do not accept it, the version you accepted before continues to apply to all Licensed Software you receive, including that Update. As an exception, if a change is required by law or by the licence of a Third-Party Component, we may withhold that Update until you accept the change. A change that is only in your favour applies without acceptance.

10.6 We may suspend Updates, support and download access while a Chargeback is open, while any payment is outstanding, or while we investigate a reasonably suspected breach of this Agreement. We will tell you the reason in writing, unless this would harm the investigation. A suspension for an investigation lasts no longer than thirty (30) days, unless you do not cooperate under clause 9.5.

11. Fees, payment and taxes

11.1 The Fee and the payment terms are those stated in the Order. The Fee is payable in advance and in full. No licence exists until the full Fee has been received by Paddle.

11.2 Paddle is the merchant of record and reseller for Orders. You buy from Paddle and you pay Paddle. Paddle’s buyer terms govern your purchase from Paddle, including payment, invoicing, taxes and refunds. This Agreement governs your licence to use the Licensed Software and is the “Supplier Agreement” referred to in Paddle’s buyer terms. We are not responsible for Paddle’s services.

11.3 Paddle calculates, charges, collects and invoices applicable sales taxes, such as value added tax, under its own terms. You must give Paddle correct business and tax information. You bear any bank charges, currency conversion costs, and any taxes or duties that the law places on you and that Paddle does not charge.

11.4 We may change our prices for future Orders. A price change does not affect an Order that has already been paid.

11.5 Buyers seated in Türkiye. We do not offer the checkout to them; see clause 2.6.

12. Refunds

12.1 Refund before download. If you ask for it within fourteen (14) days after your Order, and no download of the Licensed Software supplied for that Order has started, you receive a full refund of the Fee; ask us at support@seatlocklicense.com or Paddle at https://paddle.net. Our download records decide whether a download has started. Otherwise, all Fees are final and non-refundable. Once a download has started, or after those fourteen days, we do not give refunds, credits or exchanges, in whole or in part. This includes a change of mind, not using the Licensed Software, incompatibility with your products, platforms, licences or environment, dissatisfaction with features, an unused part of an Update Period, and the end of this Agreement because of your breach or your own decision.

12.2 Before you download, you can read the product information, try the public demo of the Server Plugin, and send us questions at support@seatlocklicense.com.

12.3 Clause 12.1 does not limit:

(a) any refund that Paddle, as merchant of record, decides to grant under its own buyer terms and refund policy;
(b) any right to a refund, price reduction or withdrawal that mandatory law gives you and that cannot be excluded by contract;
(c) a refund where we did not deliver the Licensed Software within thirty (30) days after payment, for a reason for which you are not responsible (for example, not because you did not return a signed form that clause 2.7 required), and did not deliver it within fourteen (14) days after your written notice; or
(d) a refund where this Agreement ends because of our serious breach.

12.4 A Refund ends the licence, or the rights added by an upgrade or renewal Order, as clauses 13.1 and 13.3 state.

12.5 If you have a problem with the Licensed Software, please contact us first at support@seatlocklicense.com, so that we can try to solve it. For payment or refund questions, contact Paddle at https://paddle.net before you start a Chargeback. A Chargeback for a payment that you authorised is a breach of this Agreement.

13. Term and termination

13.1 Automatic termination on Refund. The licence is granted on the condition subsequent (Article 173 of the Turkish Code of Obligations) that the Fee is not refunded. The licence, and all your rights under this Agreement, end automatically on the date on which a Refund of the whole Fee, or of more than half of the Fee, is issued for the Order. A Refund of half of the Fee or less does not end the licence. We may also agree in writing that a specific Refund does not end the licence.

13.2 Chargeback. While a Chargeback is open: (a) clause 10.6 applies; and (b) from the date on which we or Paddle tell you about the Chargeback, you must not release a new Licensed Product, or a new version of a Licensed Product, that contains the Licensed Software, and must not start to use the rights added by the Order concerned. The licence, and all your rights under this Agreement, end automatically on the date on which the Chargeback is finally decided in favour of the payer. If the Chargeback is withdrawn, or is decided in favour of us or Paddle, the suspension ends. Ending the suspension does not excuse a breach committed during it.

13.3 Upgrade and renewal Orders. If a Refund under clause 13.1, or a Chargeback under clause 13.2, concerns only an upgrade Order or a renewal Order, only the rights added by that Order end: (a) the extra Brands, Production Sites or tier rights it added; and (b) your licence to every Update first made available during the Update Period that the Order paid for. Clauses 13.7 and 13.8 apply to those rights, to those Updates and to Licensed Products that contain them. A Refund or Chargeback on your first licence Order ends the entire licence, including all upgrades and renewals.

13.4 Termination for serious breach. We may end this Agreement with immediate effect by written notice if you, or anyone for whom you are responsible, breaches clause 4.1, 4.2, 4.5, 5.1 (except clauses 5.1(i) and 5.1(j)), 7.3(a) to 7.3(d), 9.3 or 15. No period to remedy applies. The licence ends on the date on which the notice reaches you. Where the law requires a particular form for the notice, clause 22.3 applies.

13.5 Termination by notice. We may end this Agreement with immediate effect by written notice if:

(a) you breach any other term of this Agreement, including clause 5.1(j) before any affected Licensed Product has been distributed, and do not remedy the breach within fourteen (14) days after our notice asking you to do so;
(b) you breach clause 5.1(j) after an affected Licensed Product has been distributed;
(c) you exceed the limits or eligibility conditions in the Order and do not buy the necessary upgrade within the period in clause 3.5(f) or 9.7;
(d) continuing this Agreement would breach export control or sanctions laws; or
(e) to the extent the applicable insolvency law allows, you become insolvent, enter bankruptcy or liquidation or a similar procedure, or stop carrying on business.

13.6 Termination by you. You may end this Agreement at any time by deleting all copies of the Licensed Software and telling us in writing. You receive no Refund.

13.7 Effect on your copies. When the licence ends for any reason:

(a) all your rights under this Agreement end;
(b) you must stop using, copying, modifying and building with the Licensed Software;
(c) within ten (10) days, you must permanently delete or destroy all copies of the Licensed Software, including source code, the Tool, the Documentation and modified versions, from all computers, repositories, build systems and storage media under your control, and ensure that your Authorised Users do the same. Copies in automatic backups that cannot reasonably be deleted must be kept isolated, must never be restored or used, and must be deleted in the normal backup cycle; and
(d) within the same ten (10) days, you must send us a written confirmation, signed by an authorised representative, that you have complied with this clause.

13.8 Effect on Licensed Products. When the licence ends for any reason:

(a) within fourteen (14) days, you must stop selling, distributing and making available for download any Licensed Product that contains any part of the Licensed Software, and stop releasing new versions or updates of such Licensed Products;
(b) within the same fourteen (14) days, you must stop selling, issuing, renewing and activating licences, keys, seats, subscriptions, leases and tokens for any such Licensed Product, including for copies that were distributed before the licence ended, such as trial, demo or free versions. You may continue to serve leases and tokens only for licences that End Users had fully paid for before the licence ended, and only for the term they had paid for;
(c) within the same fourteen (14) days, you must remove such Licensed Products from your own shops and websites, and instruct your distributors, resellers and online stores in writing to do the same;
(d) you do not have to disable copies that End Users obtained before the licence ended; and
(e) we will not make claims against an End User who obtained a Licensed Product in good faith before the licence ended, for that End User’s continued use of that copy under your end-user terms. This protects End Users only. It gives you no rights, and it does not limit your liability to us.

13.9 Continuing after the licence has ended. The licence does not come back because you offer to pay us directly. If you want to keep using the Licensed Software, or keep distributing Licensed Products that contain it or selling licences for them, you must buy a new licence through our Website and pay Paddle before you do so. Any use, distribution or sale after the licence has ended without a new licence infringes our rights. We may then use every remedy that the law and this Agreement give us, including clause 14 and claims under Turkish Law No. 5846.

13.10 When the periods start. The periods in clauses 13.7 and 13.8 start on the later of the date on which the licence ends and the date on which we or Paddle tell you about the Refund, the Chargeback decision or the termination.

13.11 The end of the licence does not affect rights and claims that arose before it ended.

13.12 Clauses 1, 2.2, 3.7, 4.3, 4.7, 5, 6.1, 7.2 to 7.5, 8, 9, 11.3, 12, 13.7 to 13.12 and 14 to 31 survive the end of this Agreement.

14. Contractual penalty

14.1 Amounts. All penalties under this clause are stated and payable in United States dollars (USD). For each of the following serious breaches, you must pay us the contractual penalty stated against it:

(a) USD 25,000 for each incident of making available to any third party the source code of the SDK or of the JUCE Module, the Tool in any form, or a release key, in breach of clause 5.1(a), 5.1(m) or 15. Each recipient, each repository, each upload and each published copy is a separate incident.
(b) Five (5) times the list price of your tier, and at least USD 5,000, for each product, where the Licensed Software is used in, distributed in, or made to serve, a product or service that your Order does not cover, in breach of clause 4.5, 5.1(b), 5.1(c), 5.1(d), 5.1(e) or 7.3(a). The list price is the price, excluding taxes and before any discount, of the licence tier stated in your first licence Order, as shown on our Website on the date of that Order.
(c) USD 10,000 for each incident of removing, altering or falsifying Identifying Marks in breach of clause 9.3. Each build or release from which the marks are missing or in which they are altered is a separate incident.

14.2 Breaches that continue after notice. If a breach listed in clause 14.1, or a breach of clause 13.7 or 13.8, continues after we have given you written notice of it, you must pay us a further penalty of USD 1,000 for each day on which it continues, starting on the day after the notice reaches you. The total of these daily amounts is limited to USD 100,000 for any one breach. This limit applies to the daily amounts only, and not to the penalties in clause 14.1.

14.3 The penalty is due in addition to damages and to performance. We may claim the penalty in addition to performance of this Agreement, including your duties to stop distribution and to delete copies. We may claim compensation for our damage in addition to, and not merely above, the penalty; the penalty is not deducted from that compensation. This clause is the express agreement required by Article 180(2) of the Turkish Code of Obligations (Law No. 6098). We may also seek interim or injunctive relief. The penalty is due whether or not we have suffered any damage.

14.4 A penalty is not due if you prove that neither you nor anyone for whom you are responsible under clause 7.4 was at fault for the breach.

14.5 Merchant status; reduction. You confirm that you enter into this Agreement for the purposes of a business that you carry on and, if you are a merchant within the meaning of Articles 12 to 16 of the Turkish Commercial Code (Law No. 6102), that you do so in the course of your commercial enterprise. A merchant may not ask the court to reduce a contractual penalty (Article 22 of that Code). If you are not a merchant, the court’s power under Article 182(3) of the Turkish Code of Obligations (Law No. 6098) is not excluded; in that case you acknowledge that the amounts in clause 14.1 were fixed with regard to the value of the source code as a trade secret, the difficulty of proving the damage that each listed breach causes, and the prices of the licence tiers, and that you consider them reasonable.

15. Confidentiality

15.1 “Confidential Information” means: the source code of the SDK, the JUCE Module and the Tool; the Tool itself; the Documentation other than Public Documentation; the non-public design, algorithms, key-handling methods and security mechanisms of the Licensed Software; the Identifying Marks; and any other non-public information that we disclose to you and that is marked as confidential or would reasonably be understood as confidential. The source code of the Licensed Software is our trade secret. Information contained in any version of the Server Plugin that we have distributed to anyone is not Confidential Information, whether or not that version has been published. This includes its source code, tests, test vectors, data formats and network protocol. Other information that is public is not Confidential Information either.

15.2 You must: (a) keep Confidential Information secret, using at least the care you use for your own most sensitive source code, and never less than reasonable care; (b) use it only to exercise your rights under this Agreement; (c) disclose it only to Authorised Users who need to know it and who are bound under clause 7.2; and (d) store the source code only in private, access-controlled repositories and systems, and never in a public repository.

15.3 Clause 15.2 does not apply to information that you can prove: (a) is or becomes public without a breach by you or anyone for whom you are responsible; (b) you lawfully knew before we disclosed it, without a duty of confidence; (c) you lawfully received from a third party without a duty of confidence; or (d) you developed independently, without use of Confidential Information. Code created with the help of an AI system that was given the Licensed Software is not independently developed. You may disclose Confidential Information to the extent a law, court or authority requires it, if you first tell us (where the law allows) and limit the disclosure to what is required.

15.4 Source code, the Tool and non-public Documentation of the Licensed Software do not become public, and remain Confidential Information, merely because someone has disclosed or published them without our authorisation. Clause 5 applies to the Licensed Software whether or not it is Confidential Information.

15.5 Your duties under this clause 15 last for as long as the information remains confidential, including after this Agreement ends.

15.6 Security reports. If you find a security weakness in the Licensed Software, report it privately to security@seatlocklicense.com with “SECURITY” in the subject line. You must not publish details, proof-of-concept code or source code excerpts without our written consent. If we have neither released a fix nor agreed a publication date with you within ninety (90) days after your report, you may publish a general description of the weakness. That description must not contain source code, exploit code, or information that would help anyone bypass the protection of Licensed Products of other Seatlock licensees.

16. No warranty

16.1 To the maximum extent permitted by law, the Licensed Software, the Updates, the Documentation and support are provided “as is” and “as available”, with all faults.

16.2 To the maximum extent permitted by law, we exclude all warranties, guarantees, conditions and representations, whether express, implied or statutory, including those of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, non-infringement, compatibility, security, and uninterrupted or error-free operation.

16.3 In particular, we do not warrant that the Licensed Software will prevent piracy, cracking, key sharing or other unauthorised use of Licensed Products; that it will resist all attacks; that it will work with any particular operating system, compiler, framework, host application, server environment or version; or that it will never block a legitimate End User.

16.4 You acknowledge that: (a) the purpose of licensing software is to allow or prevent the use of software, and an error, a misconfiguration, an expired lease or token, a clock problem, a network failure, an unreachable or discontinued server, a lost or compromised key, or a defect can stop Licensed Products from working for End Users, including End Users who hold valid licences; (b) you choose the design and settings of your licensing rules, such as lease lengths, grace periods and offline behaviour, and you must test them; and (c) no copy protection is unbreakable.

16.5 Descriptions in the Documentation, on our Website or in support messages describe the Licensed Software. They are not a guarantee of any property or result.

16.6 Correction of defects. During the Update Period, if the Licensed Software as delivered does not substantially work as described in the Documentation, you may report this to support@seatlocklicense.com with enough detail for us to reproduce it. We will then use reasonable efforts to correct the defect, or to provide a workaround, in an Update. Subject to clauses 12.3 and 17.4, this is your only remedy for defects.

16.7 This clause 16 does not exclude any liability that clause 17.4 preserves.

17. Limitation of liability

17.1 Excluded damage. To the maximum extent permitted by law, we are not liable for: (a) indirect, consequential, incidental, special, exemplary or punitive damage; (b) loss of profit, revenue, sales, business, contracts, customers, goodwill, reputation or anticipated savings; (c) loss, corruption or unavailability of data, keys or other secrets; (d) the cost of substitute software or services; (e) business interruption; (f) claims by End Users, distributors or other third parties against you; or (g) damage arising from Licensed Products failing to start, stopping working, rejecting valid licences, accepting invalid licences or being cracked; from the expiry of leases or tokens; from the misconfiguration, unavailability, compromise or shutdown of any Production Site, Test Site or other server; or from the loss or disclosure of release keys, signing keys, vendor salts or other secrets.

17.2 Cap. To the maximum extent permitted by law, our total liability for all claims arising out of or in connection with this Agreement, the Licensed Software, the Updates and support, whether in contract, in tort (including negligence), under statute or otherwise, is limited to the Fee that you paid for the Order under which the claim arises, including any renewals of that Order, reduced by any Refund.

17.3 Auxiliary persons. To the extent the law allows, we are not liable for damage caused by persons we use to perform our obligations, such as hosting or e-mail providers, if we took reasonable care in selecting and instructing them. Paddle is an independent reseller and not our auxiliary person.

17.4 What we do not exclude. Nothing in this Agreement excludes or limits our liability: (a) for damage caused intentionally or through gross negligence; (b) for death or personal injury caused by our fault; (c) for fraud, or for a defect that we concealed fraudulently or failed to disclose through gross negligence; (d) under mandatory product liability law; or (e) for any other liability that cannot be excluded or limited under applicable mandatory law, including the Turkish Code of Obligations (Law No. 6098). Where the law allows a liability to be limited but not excluded, it is limited to the lowest level that the law allows.

17.5 The Fee reflects this allocation of risk. You are a business and can protect yourself, for example through insurance and through the design and testing of your Licensed Products.

18. Your responsibility for Licensed Products, End Users and servers

18.1 Licensed Products. You alone are responsible for the design, development, integration, configuration, testing, security, release, marketing and support of your Licensed Products, and for their compliance with the law. Before each release, you must test how each Licensed Product behaves in failure situations, including when a server cannot be reached, when a lease or token expires, when the device clock changes, and during offline use.

18.2 End Users. You alone have the relationship with your End Users. You must: (a) inform End Users clearly before purchase, where the law requires it, that a Licensed Product needs activation, online checks, device binding or similar measures, and what happens if those checks fail; (b) provide the end-user terms, privacy information, customer support and remedies that the law requires; and (c) handle all complaints and claims of End Users. We have no obligations towards your End Users.

18.3 Servers and keys. You alone are responsible for your Production Sites and Test Sites, including hosting, installation, configuration, WordPress, WooCommerce, WooCommerce Subscriptions, PHP and its extensions, TLS certificates, domain names, DNS, backups, monitoring, security updates, availability and capacity, and for generating, storing, backing up and protecting your signing keys, release keys, vendor salts and other secrets. We have no access to your systems or keys. We cannot recover lost keys or restore your data.

18.4 Continuity. You decide how Licensed Products behave if a Production Site becomes permanently unavailable, for example if you stop doing business. You are responsible for any measures you owe your End Users in that situation, such as releasing an update that removes online checks.

18.5 Dependencies. You must obtain, and comply with, valid licences for WordPress, WooCommerce, WooCommerce Subscriptions, JUCE, compilers, development kits, plug-in formats, online stores and any other third-party software or service you use with the Licensed Software. See THIRD-PARTY-NOTICES.md.

19. Indemnity

19.1 You must indemnify and hold harmless us, and anyone acting for us, against all losses, damages, fines, penalties, costs and expenses (including reasonable lawyers’ fees, court costs and enforcement costs) arising from any claim, demand, proceeding or investigation by a third party (including End Users, distributors, platforms and authorities) that relates to:

(a) any Licensed Product, including its failure to work or its blocking of any End User, except to the extent that the claim is caused by a defect in the Licensed Software as we delivered it and used in accordance with the Documentation;
(b) your Production Sites, Test Sites or keys, or your processing of personal data;
(c) your breach of this Agreement or of any law;
(d) your modifications of the Licensed Software, or its combination with software or data that we did not supply; or
(e) the acts or omissions of your Authorised Users, distributors, resellers and online stores, or of anyone else for whom you are responsible.

19.2 We will tell you about a claim within a reasonable time. A delay reduces your obligations only to the extent it harms you. We may conduct our own defence with lawyers of our choice, and you must pay the reasonable and proven costs of that defence, or we may let you conduct it. You must not settle any claim in a way that imposes an obligation on us or admits fault on our behalf without our prior written consent.

19.3 Clause 19.1 does not apply to the extent that the claim was caused by our intentional act or gross negligence, or by a defect described in clause 19.1(a). For such claims, clause 17 applies.

20. Export control and sanctions

20.1 The Licensed Software contains cryptographic functions. Its export, re-export, transfer and use may be subject to the export control and sanctions laws of Türkiye, the United Nations, the European Union, the United Kingdom, the United States and other countries. You must comply with all such laws that apply to you or to your use of the Licensed Software, including when you distribute Licensed Products, and obtain any licence, registration or classification that they require.

20.2 You confirm that neither you, nor any person who owns or controls you, nor any of your directors, is named on a sanctions list that applies to this Agreement, and that you are not located, organised or ordinarily resident in a country or territory subject to comprehensive sanctions. You must not provide the Licensed Software or Licensed Products to any person, country or territory in breach of applicable sanctions or export control laws.

20.3 We and Paddle may refuse, suspend or stop any delivery, Update or support where these laws require it, without any liability.

21. Data protection

21.1 Self-hosted. The Licensed Software and the Server Plugin run on systems that you control. As delivered by us, they do not send any data to us. We receive no personal data about your End Users or their devices.

21.2 You are the data controller for all personal data processed by your Licensed Products and your Production Sites, such as names, e-mail addresses, licence data and device identifiers. You are responsible for the legal basis, information notices, security, retention and international transfers of that data, and for requests from data subjects, under Turkish Law No. 6698 on the Protection of Personal Data, the EU General Data Protection Regulation and any other applicable law. We are not your data processor for that data.

21.3 Do not send us personal data of End Users in support requests. Remove or anonymise such data in logs and examples. If this is not possible, you confirm that you have a lawful basis to share the data with us. We will use it only to handle your request and will delete it afterwards.

21.4 We process personal data about you, your contact persons and, where you give them to us under clauses 7.5 or 9.9, your Authorised Users, as described in our Privacy Policy on the Website. You must inform those persons that you share their data with us. Paddle processes payment data as an independent controller under its own privacy notice.

22. Notices

22.1 Notices to us must be sent by e-mail to legal@seatlocklicense.com. Formal notices must also be sent by post or courier to Kütükçü Mah. 2974 Sk. Emre Eren Apt. No:4 K:1 D:3, Kepez, Antalya, Türkiye.

22.2 We may send notices to you by e-mail to the address in the Order, or to another address you have given us or Paddle. You must keep that address up to date.

22.3 An e-mail notice takes effect when it reaches the recipient’s mail server. If it arrives outside business hours at the recipient’s place, it takes effect at the start of the next business day. It does not take effect if the sender receives a message that it could not be delivered. Where mandatory law requires a notice to be given in a particular form (for example through a notary public, by registered letter with return receipt, or by KEP with a secure electronic signature), the notice must also be given in that form.

23. Assignment and change of control

23.1 You must not assign, transfer, pledge or otherwise dispose of this Agreement, or any right or obligation under it, in whole or in part, including with the sale of a business, without our prior written consent. An assignment without our consent does not bind us and is a breach of this Agreement.

23.2 We may give or refuse consent at our discretion. We may attach conditions, such as the new licensee accepting this Agreement in writing, payment of a transfer fee through Paddle, and the deletion of all your copies.

23.3 Change of control; mergers. A direct or indirect change in the ownership or control of your company, or a transfer of this Agreement to another legal entity by operation of law (for example in a merger or demerger), does not extend the licence. You must tell us about it in writing within thirty (30) days. The licence stays limited to the Brands and Production Sites in the Order, and does not extend to the new owner, the successor or their other companies. We may end this Agreement by written notice within ninety (90) days after we learn of the change if the new owner, controller or successor, or a company in its group: develops or sells a licensing, activation, copy-protection, or code- or data-encryption product or service; is subject to sanctions under clause 20; or has breached a Seatlock licence. If we do, clause 13.7 applies, and clause 13.8 applies only to versions of Licensed Products released after the notice reaches you. No Refund is due. If you sell or transfer a Licensed Product or a Brand, the new owner must obtain its own licence before it distributes that Licensed Product.

23.4 We may assign or transfer this Agreement, in whole or in part, to any successor of the Seatlock business, including a company that we set up or to which we transfer the business. You consent to such a transfer now. We will inform you of it. The transfer will not reduce your rights under this Agreement.

24. Force majeure

We are not liable for any delay or failure to perform that is caused by events beyond our reasonable control, such as natural disasters, earthquakes, fire, flood, epidemics, war, terrorism, civil unrest, acts of government, sanctions, power or internet outages, failures of hosting or payment providers, cyber-attacks, and serious illness or incapacity of the proprietor. Our obligations are suspended for as long as the event lasts.

25. Severability

If any provision of this Agreement is invalid, illegal or unenforceable, the rest of this Agreement remains in force. The parties will agree in good faith on a valid provision that comes as close as possible to the purpose of the invalid one.

26. No waiver

A failure or delay in exercising a right is not a waiver of that right. A waiver is valid only if it is made in writing.

27. Entire agreement and order of precedence

27.1 This Agreement, including the Order, is the entire agreement between the parties about the Licensed Software. It replaces all earlier statements, proposals and communications on that subject. This does not limit liability for fraud.

27.2 If documents conflict, they apply in this order: (1) an individually negotiated written agreement signed by both parties; (2) the Order, but only as to the licence tier, the number of Production Sites or Brands, the Update Period and the Fee; (3) this Agreement; (4) the Documentation. Paddle’s buyer terms govern your purchase from Paddle, including payment, invoicing, taxes and refunds.

27.3 Your purchase orders and your general terms do not apply, even if we do not object to them.

27.4 This Agreement may be changed only in writing agreed by both parties. Clause 10.5 describes how a newer version is accepted.

28. Governing law

This Agreement, and any non-contractual obligations arising out of or in connection with it, are governed by the laws of the Republic of Türkiye, excluding its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

29. Mediation and jurisdiction

29.1 Where Turkish law requires mediation before a court action can be brought, the parties will first apply to mediation in Antalya, Türkiye.

29.2 The courts and enforcement offices that the law makes competent have jurisdiction. This Agreement contains no agreement on jurisdiction. The parties record that every payment you owe us under this Agreement, including the Fee, the contractual penalty and damages, is payable at our seat in Antalya, Türkiye (Article 89(1)(1) of Law No. 6098), so that the courts and enforcement offices of Antalya are competent for such claims as the courts of the place of performance (Article 10 of Law No. 6100); and that we may bring actions for the removal and prevention of infringements of our rights in the Licensed Software also before the courts of the place where we reside (Article 66 of Law No. 5846). Nothing in this clause limits the competence of any other court that the law makes competent.

29.3 Despite clause 29.2, each party may apply to any competent court for interim measures, and may bring claims for the infringement of intellectual property rights in the courts of the place where the infringement takes place. Both parties acknowledge that a breach of clauses 4, 5, 9 or 15 may cause harm that damages alone cannot adequately remedy.

29.4 There is no arbitration agreement. Disputes go to the courts named in clauses 29.2 and 29.3.

30. Language

30.1 This Agreement is written in English.

30.2 The English version controls. Any translation we may provide is for convenience only.

31. General

31.1 The parties are independent. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

31.2 No third party has rights under this Agreement, except the protection of End Users in clause 13.8(e).

31.3 The electronic records kept by us or by Paddle of acceptances, Orders, payments, deliveries and the Identifying Marks linked to each delivery are evidence of those facts. You may prove that such a record is incorrect. Where this Agreement is signed under clause 2.7, this clause is also an evidence agreement under Article 193 of Turkish Law No. 6100 on Civil Procedure. Where it is not signed, this clause states what the parties agree the records show, and the court decides what weight to give them.

Contact

Seatlock · Kütükçü Mah. 2974 Sk. Emre Eren Apt. No:4 K:1 D:3, Kepez, Antalya, Türkiye Legal notices: legal@seatlocklicense.com · Support: support@seatlocklicense.com · Phone: +90 545 415 24 12 Website: https://seatlocklicense.com