Master Services Agreement
A comprehensive legal contract outlining the terms and conditions for the provision and use of services offered by Raktive.
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MASTER SERVICES AGREEMENT
Last Updated: October 24, 2025 at 02:35 PM
This Master Services Agreement (“Agreement”) is a legally binding contract between Reaktif Yazılım Teknolojileri, a company with its principal place of business at Camikebir Mah. Seferihisar/İzmir, Turkey (“Raktive”), and the legal entity subscribing to or using the services provided by Raktive (the “Customer”).
BY EXECUTING AN ORDER FORM, REGISTERING FOR THE PLATFORM, OR ACCESSING OR USING THE SERVICES, CUSTOMER REPRESENTS THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT.
1. Definitions
- “Order Form” means the document executed by both Raktive and Customer that references this Agreement and specifies the Services purchased, fees, subscription term, and other commercial terms.
- “Platform” means the web-based “Software as a Service” (SaaS) application developed by Raktive, which includes marketing tools, campaign management, and analytics software for e-commerce sellers.
- “Services” means the Customer’s access to and use of the Platform as specified in the Order Form.
- “Customer Data” means any data, text, images, and other materials uploaded, entered, or created by Customer or its Authorized Users on the Platform.
- “Intellectual Property Rights” means copyrights, trademarks, patents, trade secrets, and all other intellectual property rights.
- “Applicable Law” means all applicable data protection and privacy laws, including (as applicable) the GDPR, UK GDPR, and CCPA/CPRA.
2. Services and License
2.1. License Grant. Subject to the terms of this Agreement, Raktive grants Customer a non-exclusive, non-transferable, non-sublicensable limited license to access and use the Platform for its internal business purposes.
2.2. Use Restrictions. Customer agrees not to: (a) reverse engineer, decompile, or otherwise attempt to discover the source code of the Platform; (b) modify, copy, or create derivative works of the Platform; (c) sell, rent, or sublicense access to the Platform; or (d) use the Platform for any unlawful or infringing activities.
3. Customer Obligations
3.1. Account Security. Customer is responsible for maintaining the confidentiality of its account information and passwords and for all activities that occur under its account.
3.2. Customer Data. Customer is solely responsible for the accuracy, legality, and quality of Customer Data. Customer warrants that it has obtained all necessary rights and consents for the collection and use of Customer Data on the Platform.
3.3. Compliance. Customer will comply with all applicable laws, including Applicable Law, in its use of the Platform.
4. Fees and Payment
4.1. Fees. Customer will pay Raktive all fees specified in the applicable Order Form (“Fees”). All Fees are quoted in U.S. Dollars and are non-refundable.
4.2. Payment Terms. Customer agrees to pay all invoices within thirty (30) days of the invoice date. Overdue amounts will be subject to a late interest charge of 1.5% per month or the maximum rate permitted by law.
4.3. Taxes. Fees are exclusive of any taxes, such as VAT or sales tax, for which Customer is responsible.
5. Intellectual Property
5.1. Raktive’s IP. The Platform, Services, and all underlying technology and Intellectual Property Rights are the exclusive property of Raktive.
5.2. Customer Data. As between the parties, Customer owns all Customer Data. Customer grants Raktive a worldwide, royalty-free license to use, process, and host Customer Data solely to provide the Services.
6. Data Protection
The parties agree to comply with their respective obligations under Applicable Law. Where Raktive processes personal data on behalf of the Customer, the parties will execute a Data Processing Addendum (“DPA”), which is incorporated by reference and forms an integral part of this Agreement.
7. Confidentiality
Each party agrees to keep confidential all non-public information received from the other party (“Confidential Information”) and to use it only for the purposes of this Agreement.
8. Limitation of Liability
8.1. DISCLAIMER OF WARRANTIES. THE PLATFORM AND SERVICES ARE PROVIDED “AS IS.” RAKTIVE MAKES NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8.2. EXCLUSION OF INDIRECT DAMAGES. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR DATA.
8.3. LIABILITY CAP. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9. Term and Termination
9.1. Term. This Agreement commences on the Effective Date of the first Order Form and remains in effect until all Order Forms have expired or been terminated.
9.2. Termination for Cause. Either party may terminate this Agreement for a material breach by the other party that is not cured within thirty (30) days of written notice.
9.3. Effect of Termination. Upon termination, Customer’s access to the Platform will cease. Raktive will delete Customer Data within ninety (90) days.
10. General Provisions
10.1. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its conflict of laws principles.
10.2. Dispute Resolution. Any dispute arising out of this Agreement shall be finally settled by binding arbitration administered by the International Chamber of Commerce (ICC) under its Rules of Arbitration. The place of arbitration shall be New York, NY, and the language shall be English.
10.3. Entire Agreement. This Agreement, including the DPA and all Order Forms, constitutes the entire agreement between the parties.