1. Our Services

We provide a platform that enables businesses and individuals to manage, automate, and conduct customer conversations via WhatsApp and other messaging channels. Our Services include message templates, conversation management, analytics, and related tools.

If you purchase or use our Services, you are doing so through MaiNext, and such purchase and use is subject to this Agreement; provided, that if you have entered into a separate agreement or order form with us governing the purchase or use of our Services, such separate agreement or order form will govern in the event of a conflict with this Agreement.

2. Account, Password, Security, and Phone Use

You must register with MaiNext and create an account to use the Services (an "Account") and as part of that process you will be requested to provide certain information, including without limitation your name, phone number and email address, which may be provided by linking certain services, including without limitation WhatsApp or other platforms, to your Account. By using the Services, you agree to provide true, accurate, current and complete information as prompted by the registration process and to maintain and promptly update the Account information to keep it accurate, current and complete.

You are the sole authorized user of your Account. You are responsible for maintaining the confidentiality of any login and password provided by you or given to you by MaiNext for accessing the Services. You are solely and fully responsible for all activities that occur under your password or Account, even if not authorized by you. Users are responsible for the content users upload to their Account and use of any user's Account, and MaiNext expressly disclaims any liability derived therefrom.

The person signing up for the Services will be the contracting party ("Account Representative") for the purposes of these Terms of Service. Your Account is not transferable to any other person or account. If you are an Agency using our Services to provide services to a Business Owner, please read Section 3 below.

By providing your phone number and email address and by using the Services, you hereby affirmatively consent to MaiNext's use of your phone number and email address and to receive communications from us regarding your registration, changes and updates, service outages, or alterations. You may opt-out of receiving communications from us by modifying your Account settings or by contacting us at hello@muyki.com.

3. Agencies and Business Owners

A "Business Owner" is any individual or entity that uses MaiNext's Services to market, support, develop, or otherwise commercialize their business, services, or products. An "Agency" is any service provider retained or hired by a Business Owner to create and/or manage a MaiNext account and use the Services on the Business Owner's behalf.

If you are an Agency using our Services to provide services to a Business Owner, you (i) agree to correctly identify such Business Owner as an administrator on the Account and on any applicable platform pages, and (ii) confirm you are authorized to use the Services and the Account on behalf of the Business Owner.

The Business Owner shall be the sole and exclusive account representative of any Account created on its behalf by an Agency. In the event of a termination of the relationship between a Business Owner and its Agency, the Business Owner will promptly notify MaiNext of such termination.

4. User Generated Content

"User Generated Content" is defined as any content, information, and materials that may be textual, audio, or visual that you or any Conversation Participant provide, submit, upload, publish, or make otherwise available to the Services. You are solely responsible for your and your Conversation Participants' User Generated Content, and we act merely as a passive conduit for your online distribution and publication of User Generated Content. You acknowledge and agree that MaiNext:

• Is not obligated to monitor, review, or remove User Generated Content, but reserves the right to limit or remove User Generated Content on the Services at its sole discretion.
• Cannot be liable for claims arising out of or relating to User Generated Content.
• Disclaims any responsibility for User Generated Content.
• Is not involved in the creation or development of User Generated Content.

You hereby represent and warrant that your User Generated Content (i) will not be false, inaccurate, incomplete or misleading; (ii) will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary right or rights of publicity, personality or privacy; (iii) will not violate any law, statute, ordinance, or regulation; (iv) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (v) will not be obscene or contain pornography or be harmful to minors; (vi) will not contain any viruses or malicious code; (vii) will not represent you being employed or directly engaged by or affiliated with MaiNext; and (viii) will not create liability for MaiNext.

By making available any User Generated Content through the Services, you hereby grant to MaiNext permission to use, process or disclose such User Generated Content for the purposes of providing the Services to you and operating the Services. We do not claim any ownership rights in any such User Generated Content.

5. Communication by Text Message or Email

If you would like to communicate with your users via text message or email, you hereby agree to the following Compliance and Indemnity Terms ("CIT"). You are required to use the Services in full compliance with all applicable laws and regulations, including without limitation, the Telephone Consumer Protection Act of the United States ("TCPA"); Canada's Anti-Spam Law ("CASL"); the General Data Protection Regulation (GDPR); and any similar state, provincial, federal, or international laws (collectively, the "Electronic Messaging Laws").

You agree that you have read and understand the Electronic Messaging Laws and all other applicable laws and regulations. You understand that in some cases, applicable state and local restrictions are more restrictive than the federal rules. You should review these rules with your own legal counsel to ensure that you understand and comply. MaiNext will not assume responsibility for ensuring that your activities meet applicable legal requirements.

You understand and acknowledge that it is generally a violation of federal law, including the TCPA, to contact a consumer by phone, text or email without prior express written consent. MaiNext is not responsible for ensuring that you do not transmit messages to consumers in violation of the consent rules.

You will not contact any individual through the Services unless you have established consent to do so in accordance with applicable law. You will provide proof of such consents or opt-ins, the messages you have sent, and your implementation of unsubscribe requests to us upon our request. You will include all content required under applicable laws in your messages, including your name, contact information, and the ability to unsubscribe. You will not send any messages to any individual using the Services if the individual has opted out or withdrawn their consent. You, not MaiNext, are solely responsible for the content of your messages and compliance with all applicable law.

You agree to indemnify, defend and hold harmless MaiNext, along with its owners, members, directors, officers, agents, employees, contractors, consultants and vendors from and against any and all claims, suits, fines, costs, expenses, judgments and fees arising out of any violation by you of the law or breach of your warranties or obligations contained in these Terms of Service, including this CIT.

6. Communication with MaiNext and its Clients

You verify that any contact information provided to MaiNext and its clients, including your email address and phone number, is true and accurate. You further verify that you are the telephone or email subscriber and/or that you own any telephone numbers and/or email addresses that you provide. You acknowledge that by voluntarily providing your telephone numbers and/or email addresses to MaiNext, you expressly agree to be contacted at the telephone numbers and/or email addresses you provide. You consent to receive emails, text messages, and other communications from us relating to this agreement, any transaction with MaiNext, matters related to your account, and promotions from MaiNext.

7. Prohibited Uses

In addition to other prohibitions as set forth in these Terms of Service, you are prohibited from using the Services:

• For any unlawful purpose;
• To conduct any unlawful acts or solicit others to perform or participate in any unlawful acts;
• To violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;
• To use the Services for any purpose or in any manner that infringes upon or violates the rights of us or any third party;
• To harass, abuse, insult, harm, defame, slander, stalk, threaten, disparage, intimidate, discriminate, or otherwise violate the legal rights of any other users or visitors of the Services or staff members of MaiNext;
• To submit false or misleading information;
• To upload or transmit viruses or any other type of malicious code;
• For any obscene or immoral purpose;
• To interfere with or circumvent the security features of the Services;
• To attempt to access unauthorized Accounts or to collect or track the personal information of others;
• To transmit spam, chain letters, or other unsolicited email or attempt to phish, pharm, pretext, spider, crawl, or scrape;
• To use any automated system to access the Services;
• To copy, distribute, or disclose any part of the Services in any medium other than as allowed by the Services and these Terms of Service;
• In any way which violates the policies of WhatsApp, Meta, or any other platform with which MaiNext does business;
• To impersonate another person or otherwise misrepresent your affiliation with a person or entity;
• To attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services.

We reserve the right to terminate your use of the Services for violating any of the prohibited uses. We preserve the right to limit access to the platform for users whose actions result in degrading the experience of other platform users, MaiNext's employees, affiliates, or partners or the employees, affiliates, or partners of any other platform, including without limitation, WhatsApp and Meta.

8. Representations and Warranties; Compliance with Laws

You represent and warrant that: (i) you are 18 years of age or older or are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts, and (ii) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement.

You further represent and warrant that (i) you have read, understand, and agree to be bound by these Terms of Service and the Privacy Policy in order to access and use the Services, (ii) you will act professionally and responsibly in your interactions with other users, and (iii) when using or accessing the Services, you will act in accordance with any applicable local, state, or federal law or custom and in good faith.

You are responsible for determining whether the Services are suitable for you to use in light of any applicable regulations such as EU Data Privacy Laws or other laws. You are responsible for notifying the end-user of data collection in connection with the Services, as required by applicable law.

You represent and warrant that you shall be solely responsible for obtaining end user consent for text messaging in full compliance with all applicable laws, rules, and regulations, including the Telephone Consumer Protection Act and applicable data protection laws.

If you are located in the European Economic Area ("EEA"), United Kingdom, or Switzerland, you represent and warrant that in using the Services, you: (i) have collected, stored, used, and transferred all data relating to any individual in compliance with all applicable data protection laws and regulations; (ii) will comply with your posted privacy policy; (iii) will not use the Services to collect, manage or process sensitive customer information, for which MaiNext will bear no responsibility or liability.

9. Billing and Payment

Payment and any other expenses must be paid through the third party payment processing system as indicated on the Services. You may be required to register with the payment processor, agree to its terms of service, and provide your payment details to set up an account.

All prices and fees displayed on the Services are exclusive of applicable taxes. Any applicable taxes will be calculated at the time a transaction is charged to your Account. Unless otherwise indicated, all prices, fees and other charges are in U.S. dollars.

You agree to pay all fees or charges to your Account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable.

If you have signed up for a subscription plan, you will provide us with valid credit card information and hereby authorize us to deduct the applicable charges against that credit card. If we are unable to process your credit card order, we will try to contact you by email and may suspend your account until your payment can be processed.

We believe you'll love MaiNext! Still, if you're not satisfied, we offer a 14-day no-questions-asked refund policy. Simply contact our support team within 14 days of your original purchase, and we'll issue a full refund. We might ask for feedback to help us improve, but you're under no obligation to share.

We may change our fees at any time by posting a new pricing structure to our Site and/or sending you a notification by email.

10. Termination and Suspension

Unless otherwise agreed to in writing between you and MaiNext, either party may terminate these Terms of Service for any or no cause, at any time. You may cancel and delete your Account at any time by using the features on the Services to do so. After cancellation, you will no longer have access to your Account, your profile or any other information through the Services.

We reserve the right to refuse the Services to anyone for any reason at any time. MaiNext may terminate or limit your right to use the Services in the event that we are investigating or believe that you have breached any provision of this Agreement without any notice. If MaiNext terminates or limits your right to use the Services pursuant to this section, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party.

Following the termination or cancellation of your Account, we reserve the right to delete all your data, including any User Generated Content, in the normal course of operation. Your data cannot be recovered once your Account is terminated or canceled.

11. Links to Third-Party Websites; Optional Third-Party Tools

The Services may contain links to third-party websites. Such links do not constitute endorsement by MaiNext or association with those websites. MaiNext does not control any such websites and is not responsible for their availability, accuracy, content, advertising, products, or services. You access such third-party websites at your own risk.

As part of the functionality of the Services, you may link your Account with online accounts you may have with third-party service providers, such as WhatsApp or Meta. You represent that you are entitled to disclose your Third-Party Account login information to MaiNext and/or grant MaiNext access to your Third-Party Account without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account.

We may provide you with access to third-party tools which we do not monitor and over which we have no control. You acknowledge and agree that we provide access to such tools on an "as-is" and "as-available" basis without any warranties. We shall have no liability whatsoever arising from or relating to your use of third-party tools.

12. Ownership and Intellectual Property Rights

All text, graphics, editorial content, data, formatting, graphs, designs, and other content that users see or read through the Services is owned by MaiNext, excluding User Generated Content. MaiNext owns all proprietary material, as well as the coordination, selection, arrangement and enhancement of such materials. You may not copy, download, use, redesign, reconfigure, or retransmit anything from the Services without MaiNext's express prior written consent.

The service marks and trademarks of MaiNext, including without limitation the MaiNext logo, are service marks owned by MaiNext. You may not copy or use any of these marks, logos or trade names without the express prior written consent of MaiNext.

Subject to the terms and conditions hereof, you are hereby granted a limited, nonexclusive, nontransferable, freely revocable, license to access and use the Services. We may terminate this license at any time for any reason or no reason.

13. Copyright Complaints

MaiNext respects the intellectual property of others and expects users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Services infringe upon your copyright or other intellectual property right, please send the following information to Muyki Teknoloji Anonim Şirketi's Copyright Agent at Esentepe Mh, Talatpaşa Cd, No: 5/1, Kolektif House, Şişli, İstanbul, 34394, Turkey or email law@muyki.com:

• An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner;
• A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner's behalf;
• A description of the copyrighted work that you claim has been infringed, including the URL or other specific location on the Services where the material you claim is infringed is located;
• Your address, telephone number, and e-mail address.

14. Disclaimer of Warranties

THE SERVICES IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MaiNext MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE RELIABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE SERVICES, ANY CONTENT PROVIDED BY OR TRANSMITTED VIA THE SERVICES OR THE CONTENT OF ANY SITES LINKED TO THE SERVICES, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY BUGS, ERRORS, MISTAKES, OR INACCURACIES OF CONTENT.

UNDER NO CIRCUMSTANCES WILL MaiNext AND AFFILIATES OR THEIR CORPORATE PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT MaiNext IS LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY EXCEED THE LOWER OF (I) THE TOTAL FEES PAID BY YOU TO MaiNext DURING THE SIX MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE OR (II) ONE HUNDRED DOLLARS ($100), TO THE EXTENT PERMITTED BY APPLICABLE LAW.

15. Indemnification

You hereby agree to indemnify, defend, and hold harmless MaiNext and its officers, directors, employees, agents, attorneys, insurers, successors and assigns from and against any and all liabilities incurred in connection with (i) your use or inability to use the Services, (ii) your breach or violation of this Agreement; (iii) your violation of any law, or the rights of any user or third party; and (iv) any content submitted by you or using your Account to the Services, including to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful.

16. Dispute Resolution – Arbitration & Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND MaiNext CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND MaiNext TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.

You agree that, in the event any dispute or claim arises out of or relating to your use of the Services, you will contact us by submitting your dispute or claim via our contact form or hello@muyki.com, and you and MaiNext will attempt in good faith to negotiate a written resolution of the matter directly. You agree that if the matter remains unresolved for 30 days after notification, such matter will be deemed a "Dispute."

Binding Arbitration. Except where prohibited by local consumer laws, you and MaiNext agree that any dispute, claim or controversy arising out of or relating to this Agreement or to your use of the Services will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. This means that you and MaiNext both agree to waive the right to a trial by jury.

Class Action Waiver. You and MaiNext agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that you and MaiNext both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding.

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes then in effect. The arbitrator will be either a retired judge or an attorney licensed to practice law. Unless you and MaiNext agree otherwise, the seat of the arbitration shall be in San Francisco, California.

17. Governing Law

This Agreement and your use of the Services will be governed by, and will be construed under, the laws of the State of California, without regard to choice of law principles. This choice of law provision is only intended to specify the use of California law to interpret this Agreement.

18. General Provisions

Failure by MaiNext to enforce any provision of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the complete and exclusive agreement between you and MaiNext with respect to its subject matter and supersedes and governs any and all prior agreements or communications. This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent.

19. Changes to this Agreement

MaiNext reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement (including these Terms of Service and Privacy Policy) at any time, effective with or without prior notice and without any liability to MaiNext. MaiNext will endeavor to notify you of material changes by email but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Services. Your continued use of the Services following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes.

20. Contacting Us

If you have any questions about these Terms of Service or about the Services, please contact us by submitting your question via our contact form or by email at hello@muyki.com or by mail to:

Muyki Teknoloji Anonim Şirketi
Phone: +90 212 909 8950
Email: hello@muyki.com
Website: https://muyki.com
Esentepe Mh, Talatpaşa Cd, No: 5/1, Kolektif House, Şişli, İstanbul, 34394, Turkey
Tax Office (Vergi Dairesi): Zincirlikuyu
Tax Number (Vergi Numarası): 6269762442