Terms and Conditions

By downloading, installing, registering with, accessing or using the Nerd AI application (Nerd

AI App), these terms and conditions (Terms and Conditions) will automatically apply to you

– you should make sure therefore that you read them carefully before using the Nerd AI App.

Nerd AI App provides services to generate works with regard to the texts, messages, images

or selections inserted by you through the use of its AI models (Services). This Terms and

Conditions only grants you the right to use the Nerd AI App to benefit from Services within

the scope defined herein. You’re not allowed to copy, or modify the Nerd AI App, any part of

the Nerd AI App, or our trademarks in any way. You’re not allowed to attempt to extract the

source code of the Nerd AI App, and you also should not try to translate the Nerd AI App into

other languages, or make derivative versions. The Nerd AI App itself, and all the trademarks,

Codeway Dijital Hizmetler Anonim Sirketi (Codeway).

Codeway is committed to ensuring that the Nerd AI App is as useful and efficient as possible.

For that reason, we reserve the right to make changes to the Nerd AI App or to charge for its

services, at any time and for any reason. We will never charge you for the Nerd AI App or its

Codeway Services without making it very clear to you exactly what you’re paying for.

The Nerd AI App stores and processes personal data that you have provided to us, in order

to provide our Service. It’s your responsibility to keep your phone and access to the Nerd AI

App secure. We therefore recommend that you do not jailbreak or root your phone, which is

the process of removing software restrictions and limitations imposed by the official operating

system of your device. It could make your phone vulnerable to malware/viruses/malicious

programs, compromise your phone’s security features and it could mean that the Nerd AI

App won’t work properly or at all.

You should be aware that there are certain things that Codeway will not take responsibility

for. Certain functions of the Nerd AI App will require the Nerd AI App to have an active

internet connection. The connection can be Wi-Fi, or provided by your mobile network

provider, but Codeway cannot take responsibility for the Nerd AI App not working at full

functionality if you don’t have access to Wi-Fi, and you don’t have any of your data allowance

left.

If you’re using the Nerd AI App outside of an area with Wi-Fi, you should remember that your

terms of the agreement with your mobile network provider will still apply. As a result, you may

be charged by your mobile provider for the cost of data for the duration of the connection

while accessing the Nerd AI App, or other third party charges. In using the Nerd AI App,

you’re accepting responsibility for any such charges, including roaming data charges if you

use the Nerd AI App outside of your home territory (i.e. region or country) without turning off

data roaming. If you are not the bill payer for the device on which you’re using the Nerd AI

App, please be aware that we assume that you have received permission from the bill payer

for using the Nerd AI App.

Along the same lines, Codeway cannot always take responsibility for the way you use the

Nerd AI App i.e. You need to make sure that your device stays charged – if it runs out of

battery and you can’t turn it on to avail the Codeway Service, Codeway cannot accept

responsibility.

With respect to Codeway’s responsibility for your use of the Nerd AI App, when you’re using

the Nerd AI App, it’s important to bear in mind that although we endeavor to ensure that it is

updated and correct at all times, we do rely on third parties to provide information to us so

that we can make it available to you. Codeway accepts no liability for any loss, direct or

indirect, you experience as a result of relying wholly on this functionality of the Nerd AI App.

At some point, we may wish to update the Nerd AI App. The Nerd AI App is currently

available on iOS and Android – the requirements for system (and for any additional systems

we decide to extend the availability of the app to) may change, and you will need to

download the updates if you want to keep using the Nerd AI App. Codeway does not promise

that it will always update the Nerd AI App so that it is relevant to you and/or works with the

iOS or Android version that you have installed on your device. However, you promise to

always accept updates to the application when offered to you. We may also wish to stop

providing the Nerd AI App, and may terminate use of it at any time without giving notice of

termination to you. Unless we tell you otherwise, upon any termination, (a) the rights and

licenses granted to you in these terms will end; (b) you must stop using the Nerd AI App, and

(if needed) delete it from your device.

User Content

You may provide, upload, transmit, create, store, use, edit or share contents such as data,

information, phrases, entries, texts, questions, materials, documents, links, selections,

messages, images with or through Services (Input); and receive content such as phrases,

texts, responses and works edited, created, generated, returned by Services (Output) (Input

and Output are together referred to as User Content). You may only upload, transmit, create,

store, use, edit and share User Content provided that it is in accordance with these Terms

and Conditions including the Codeway End-User License Agreement and any other

applicable laws.

You represent and warrant that you own the Input; and have all consents, permissions,

licenses and rights necessary to provide and license the Input as set forth under these Terms

and Conditions; and that you have the legal capacity necessary to provide and license the

Input, and enter into these Terms and Conditions in the relevant jurisdiction.

From the time of uploading or transmission of Input, you grant Codeway non-exclusive,

irrevocable, fully-paid, royalty-free, perpetual, sub-licensable, transferrable, worldwide,

license and right to store, use, broadcast, reproduce, modify, make derivative works of,

record, sublicense (on multiple levels), translate, transmit, publish, publicly displayor

otherwise exploit, for the limited purpose of operating, improving, troubleshooting, debugging,

protecting and customizing the existing and future products of the Codeway and its affiliates,

including but not limited to training Nerd AI, developing new features or future products and

in all formats and mediums and with any technology now known or hereafter developed

without notice, permission, payment or any additional compensation to you or a third party.

Codeway does not approve, endorse, verify or control User Content, and Codeway does not

have any obligation to monitor User Content, your use of Services, and any content made

available to the third parties. You are solely and strictly responsible and liable for User

Content and the consequences of posting or publishing them in any way, including for

ensuring that User Content does not violate any applicable laws and these Terms and

Conditions (including Codeway End-User License Agreement). Additionally, you understand

and agree that Codeway shall have no responsibility or liability whatsoever for User Content

and copyrightable materials such as literary works, phrases, entries, text, and any other

materials, which may be provided to or in the Services.

You shall not (i) upload, transmit, create, store, edit, use or share any User Content or (ii) use

Nerd AI in a manner, that violates these Terms and Conditions (including Codeway End-User

License Agreement) and any other applicable laws. Furthermore, you may not use or benefit

from You to develop models that may compete with Nerd AI.

You agree to indemnify and hold harmless the Indemnitees (as defined under Codeway

End-User License Agreement) in accordance with Article 15 “Indemnification” of the

Codeway End-User License Agreement from any Claim (as defined under Codeway

End-User License Agreement) that alleges, directly or indirectly that any User Content

provided by you infringes the Intellectual Property Rights (as defined under Codeway

End-User License Agreement) of any third person or that directly or indirectly results from

your breach of these Terms and Conditions.

Furthermore, you understand and agree that (i) Output is generated by an Artificial

Intelligence; (ii) Output might be false, inaccurate or misleading; (iii) Codeway does not

represent or warrant that Output is accurate, genuine or true, or suitable for your use or

needs; (iv) Output is not advice, guidance or information provided by Codeway in any way;

(v) Codeway shall not have any responsibility or liability whatsoever for Output; (vi) your use

of any Output is entirely at your own risk; (vii) you should not rely on Nerd AI as your sole

source of information. Additionally, you understand and agree that Output may not be always

unique as same or similar input provided by other users might receive same or similar

outputs. You understand and agree that you may not use Nerd AI to mislead any third party

into believing that the Output has been produced solely by a human.

Changes to This Terms and Conditions

We may unilaterally amend and update our Terms and Conditions from time to time. Thus,

you are advised to review this page periodically for any changes. We will notify you of any

changes by posting the new Terms and Conditions on this page. These amendments shall be

effective on the date when they are published. The User is obliged to follow these

amendments and updates and shall be deemed to have agreed with these amendments in

case the User confirms these amendments or continues to use the Nerd AI App following the

publication.

The User acknowledges that it cannot gain a title and/or status of Codeway’s representative,

authorized person, agent, commercial representative, stakeholder, solution or business

partner, dealer etc. by concluding these Terms and Conditions; therefore, the User shall not

be able to disclose a notification to be interpreted as such in any documents, brochures and

advertisements to be arranged by and between third parties, on its website or in its

references.

These Terms and Conditions are effective as of 4 July 2023.

If you have any questions or suggestions about our Terms and Conditions, do not hesitate to

CODEWAY END-USER LICENSE AGREEMENT

These terms and conditions legally create an agreement between you, as the User, and

Codeway. Please read all terms and conditions and further Codeway Service scope

carefully. By using (as defined under Article 1.1), you agree with our terms as set out under

this Terms and Conditions, including the Codeway End-User License Agreement and Privacy

Policy. If you do not agree to the Terms and Conditions (including the Codeway End-User

License Agreement and Privacy Policy) do not Use Nerd AI App. Your continued Use will

confirm your acceptance of the Terms and Conditions.

1. TERMS OF USE

1.1. Codeway, a Turkish corporation located in İstanbul/Turkey, is pleased to provide you the

Nerd AI App, as the user (User), its branded mobile applications and any and all related

documentation (each, an “Codeway App” and collectively the “Codeway Apps”) a list of

which is available at the Apple App Store and/or Google Play. You hereby agree to be bound

by these terms of service any time you use or access Nerd AI App. These terms and

conditions are set forth by Codeway for any of its products or services located in the Apple

App Store and/or Google Play and/or any other online platform (each a “Codeway Service”

and collectively the “Codeway Services”), excluding any provision specifically referring to

Nerd AI App. Your use of the Codeway Services is subject to your acceptance and

compliance with these terms. “Use” or “using” means hereby to access, use, install,

download, register with, copy, in-app purchasing or otherwise benefit from using the

functionality of the Codeway Apps as per the documentation. Please read this End-User

License Agreement (the “Agreement”) carefully before accessing, installing, downloading,

registering with or using any Codeway Apps, for the concerning Agreement governs your

Use of the Codeway Apps and how we provide the Codeway Apps. If you do not agree these

terms, do not use the Codeway Services. Each time you use or access the Codeway

Services, the current version of these terms shall apply. This Agreement also includes

additional payment terms, in-app purchase options and other requirements set forth on the

download or purchase page/ platform through which you purchase or download the Codeway

Apps.

1.2. Your Use or access of the Codeway Services is also subject to Codeway’s Privacy Policy

(the “Privacy Policy”). Additionally, you agree to abide by our rules, policies and procedures

we may publish on the Codeway Services from time to time. We reserve the right at any time

and without notice to change these terms. Without prejudice to any rights implied by law or

under the provisions of this Agreement, you also acknowledge that in-app message which

notifies you such changes when you open up, use or access the Codeway Apps shall

constitute reasonable notification means. For the avoidance of doubt, your continued use of

the Codeway Apps after we post amendments or apply changes to this Agreement shall

signify your acceptance of such amendments and/or changes. If you do not agree with any

amendment, you must discontinue using the Codeway Apps. If you have any further

questions or concerns with respect to the terms herein, please contact us

at support@codeway.co.

1.3. For the avoidance of doubt, all provisions in this Agreement that refer to the Codeway Apps

and the Codeway Services are general terms and conditions set forth by Codeway regarding

its products and services. These provisions, while binding for the User, only grants the User

the rights specified herein for the Nerd AI App. This Agreement cannot be interpreted as

granting any right to the User with regards to other Codeway Apps or Codeway Services.

1.4. NOTICE TO THE USER: THIS IS A LEGALLY BINDING AGREEMENT. IF YOU DO NOT

UNDERSTAND THIS AGREEMENT, OR DO NOT AGREE TO BE BOUND BY IT OR THE

APPLE APP STORE AND/OR GOOGLE PLAY AND YOU ARE NOT AUTHORIZED TO USE

OR ACCESS ANY OF THE CODEWAY SERVICES. DEPENDING ON THE LAWS OF THE

JURISDICTION WHERE YOU LIVE, YOU MAY HAVE CERTAIN RIGHTS THAT CANNOT

BE WAIVED THROUGH THIS AGREEMENT AND THAT ARE IN ADDITION TO THE

TERMS OF THIS AGREEMENT AND CERTAIN PROVISIONS OF THIS AGREEMENT

MIGHT BE UNENFORCEABLE AS TO YOU. TO THE EXTENT THAT ANY TERM OR

CONDITION OF THIS AGREEMENT IS UNENFORCEABLE, THE REMAINDER OF THE

AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT. YOU HEREBY CONFIRM

THAT YOU ARE AT LEAST 18 YEARS OLD (OR IF YOU ARE UNDER 18 YEARS OLD OR

UNDER THE LEGAL MAJORITY AGE WHERE YOU LIVE, THAT YOU ARE USING THE

APPLE APP STORE AND/OR GOOGLE PLAY ONLY WITH THE APPROVAL OF YOUR

PARENTS OR LEGAL GUARDIAN), THAT YOU ARE LEGALLY ABLE TO ENTER INTO

THIS AGREEMENT, AND THAT YOU HAVE COMPLETELY READ, UNDERSTOOD AND

AGREE TO BE BOUND BY THIS AGREEMENT. PLEASE BE AWARE THAT, IN ORDER TO

USE GOOGLE PLAY, YOU MUST HAVE A VALID GOOGLE ACCOUNT, SUBJECT TO THE

FOLLOWING AGE RESTRICTIONS AND ALSO YOU MUST COMPLY WITH ANY

ADDITIONAL AGE RESTRICTIONS THAT MAY APPLY FOR THE USE OF SPECIFIC

CONTENT OR FEAUTRES ON GOOGLE PLAY.

DUE TO THE PROVISIONS OF GENERAL DATA PROTECTION REGULATION, WE DO

NOT ALLOW USE OF NERD AI APP BY THE RESIDENTS OF THE EUROPEAN

ECONOMIC AREA THAT ARE YOUNGER THAN 16 YEARS OLD TO THE EXTENT

PROHIBITED BY APPLICABLE LAW.

1.5. NOTICE TO PARENTS AND LEGAL GUARDIANS: BY GRANTING YOUR CHILD

APPROVAL TO DOWNLOAD, INSTALL, USE, ACCESS, REGISTER WITH, IN-APP

PURCHASE THE CODEWAY APPS, YOU HEREBY AGREE TO THE TERMS OF THIS

AGREEMENT ON BEHALF OF YOUR CHILD. YOU ARE RESPONSIBLE FOR

EXERCISING SUPERVISION OVER YOUR CHILD’S ANY ONLINE AND OFF-LINE

ACTIVITIES OR OMISSIONS. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE

DO NOT LET YOUR CHILD USE THE CODEWAY APPS OR ASSOCIATED FEATURES. IF

YOU ARE THE PARENT OR LEGAL GUARDIAN OF A CHILD UNDER 18 AND BELIEVE

THAT HE OR SHE IS USING THE CODEWAY APPS WITHOUT YOUR PRIOR

APPROVAL, PLEASE CONTACT US AT support@codeway.co.

2. PARTIES

2.1. This Agreement is concluded between Codeway and you, as the User, who downloaded

and/or installed through the Apple App Store and/or Google Play; and executed and mutually

entered into force upon the online approval of the User. Codeway and the User shall be

hereinafter referred to individually as the “Party” and collectively as the “Parties”.

2.2. By downloading and/or installing the Codeway App through the Apple App Store or Google

Play, the User agrees, undertakes and represents that he/she has read all the terms herein,

understood all the contents and approved all provisions.

2.3. In case the User is a “consumer” under the Consumer Protection Act of Turkey (the “Law No.

6502”) and the applicable consumer legislation, the User can benefit from the rights and

powers vested in consumers thereunder to the extent applicable. If the User is considered as

a consumer under the Law No. 6502 and to the extent applicable, the other relevant

legislation he/she should give prior notice to duly inform the Codeway to use its consumer

rights. The User accepts and declares that he/she understands this situation and that he/she

shall act in line with the applicable consumer legislation, if necessary.

3. CODEWAY CONTACT INFORMATION

Company Name: Codeway Dijital Hizmetler Anonim Şirketi

Address: Esentepe Mahallesi Büyükdere Cad. Ferkoo Apt. No: 175/141, Şişli/ İstanbul,

Turkey

Trade Registry Number: 227921-5

E-mail: support@codeway.co

4. GRANT OF LICENSE

4.1. Subject to your compliance with the terms of the Agreement, Codeway grants you a limited,

non-exclusive, revocable, non-sub licensable, non-transferable license to access, download

and install the most current generally available version of the Nerd AI App on a single,

authorized mobile device that you own or control solely for your lawful, personal, as an

end-user, and non-commercial use.

4.2. For the avoidance of doubt, all Codeway Apps is protected by copyright laws and

international copyright treaties, as well as other intellectual laws and treaties. Codeway is the

exclusive owner of any software, design, source code, target code, directory, image or

content available on Codeway Apps. Codeway reserves all rights not expressly granted to

the User as per the provisions of Article 11, hereunder. Having said that, Codeway retains the

ownership of the copyright in and to the Codeway Apps. The User cannot not to duplicate,

copy or distribute or process the advertisements, images and texts, visual and audio images,

files, databases, catalogues and lists available on Codeway Apps nor rent, lease or lend the

Codeway Apps to anyone and permanently transfer all of his/her rights under this

Agreement. Codeway holds no responsibility of the results of using the Codeway Apps

acquired illegally or through an unauthorized distributor.

5. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS

5.1. Restricted Use: While using Codeway Apps, Users declare and undertake not to engage in

actions that are contrary to the law and morality or that may damage the opportunity to

benefit from the Codeway Services including but not limited to the items exemplified below.

Codeway shall not assume any responsibility and/or indemnification liability for damages

arising from any breach of this article. In the event that the User acts in breach of this article,

Codeway shall reserve the right to terminate this Agreement pursuant to Article 14, to block

the User's access to Codeway Apps either for a certain period of time or indefinitely.

Furthermore, Codeway reserves the right to resort to civil law and criminal law remedies.

5.2. The User shall not rent, sell, lease, sublicense, distribute, assign, copy (other than a single

copy for your own backup purposes) or in any way transfer Codeway Apps or any rights

arising from the Codeway Apps or grant any rights arising from the Codeway Apps and shall

not use Codeway Apps for the benefit of any third party. Unless expressly authorized by

Codeway, User is prohibited from making the Codeway Apps available over a network where

it could be downloaded or used by multiple users. User agrees that he/she shall not use any

robot, spider, other automatic or manual device or process to interfere or attempt to interfere

with the proper working of the Codeway Apps, except to uninstall or remove the Codeway

Apps from a mobile device which the User owns or controls. User shall not deliver unlawful

information and/or share harmful data such as chain mail, malware, viruses. The User shall

not violate or attempt to violate the security of Codeway Services except as and only to the

extent permitted in this Agreement and by applicable law. User shall not engage in behaviors

and activities that will adversely affect/obstruct or manipulate the operation of Codeway

Apps, disable security systems and make the Codeway Apps unusable or make an attempt

in this manner by preparing automatic programs.

5.3. User cannot copy, adapt, translate, decompile, reverse engineer, disassemble, modify,

recode or create derivative works of the Codeway Apps or advertise the Codeway Apps in

any form. User shall not access, create or modify the source code of any Codeway Apps in

any way. User does not have the right to and may not create derivative works of any the

Codeway Apps or any portions thereof. All modifications or enhancements to the Codeway

Apps remain the sole property of Codeway. User agrees and undertakes not to engage in

any other act to find, obtain or copy the source code of Codeway Apps; shall not in any way

try and synchronize Codeway Apps with other software or hardware; shall not violate the

security of any computer network; shall not hack security passwords and codes, shall not

attempt to deliver SPAM mail or upload malware, otherwise agrees, declares and undertakes

to assume the liability for any damages of Codeway and third parties.

5.4. Codeway may restrict or terminate the access to Codeway Apps at any time and without

giving any further notice in case the operating security of the network is at risk, in order to

ensure the continuity of access to the network, to prevent malfunctions that may occur in

network, software or uploaded files, to prevent or reduce the adverse effects of possible

disruptions and in other cases deemed necessary.

5.6. Updates: Codeway reserves the right to add or remove features or functions to the existing

Codeway Apps. When installed on the User’s mobile device, Codeway periodically

communicates with our servers. Codeway may require the updating of the Codeway Apps on

User’s mobile device when Codeway releases a new version of the Codeway Apps, or when

Codeway makes new features available. This update may occur automatically or upon prior

notice to User and may occur all at once or over multiple sessions. The User understands

that Codeway may require User’s review and acceptance of Codeway’s then-current

Agreement before User will be permitted to use any subsequent versions of the Codeway

Apps. User acknowledges and agrees that any obligation Codeway may have to support

previous versions of the Codeway Apps may be ended upon the availability of updates,

supplements or subsequent versions of the Codeway Apps. User acknowledges and agrees

that Codeway has no obligation to make available to User any updates, supplements or

subsequent versions of the Codeway Apps. Please be aware that, such updates may be

necessary in order for you to use Google Play/App Store or to access, download or use

content. By agreeing to these terms and using Google Play/App Store, you agree to receive

such updates automatically. You may be able to manage updates to certain content via

settings in Google Play/App Store. If it is determined, however, that the update will fix a

critical security vulnerability related to the content, the update may be completed irrespective

of your update settings in Google Play/App Store or your device. If another app store

attempts to update content that was initially downloaded from Google Play/App Store, you

may receive a warning, or such updates may be prevented entirely.

5.7. Access: The User must provide at his/her expense the equipment, internet connections,

devices and service plans to access and use the Codeway Apps. If the User accesses the

Codeway Apps through a mobile network, your network or roaming provider’s messaging,

data and other rates and fees may apply. The User is solely responsible for any costs you

incur to access the Codeway App from his/her device. Downloading, installing or using

certain the Codeway Apps may be prohibited or restricted by your network provider and not

all the Codeway Apps may work with your network provider or device. Codeway makes no

representation that the Codeway Apps can be accessed on all devices or wireless service

plans. Codeway makes no representation that the Codeway Apps are available in all

languages or that the Codeway Apps are appropriate or available for use in any particular

location. Please also be aware that, you must keep your account details secure and must not

share them with anyone else. You must not collect or harvest any personal data of any User

of Apple App Store and/or Google Play or of any User of other Apple and/or Google Services

via Apple App Store/ Google Play, including account names.

5.8. Purchase and Cancellation Rights: Certain Codeway Apps are available for purchase from

a mobile platform owner (e.g. Apple or Google) and/or will allow the User to make in-app

purchase. Payment for such purchases may be processed by third parties who act on behalf

of Codeway or directly by the mobile platform owner. In some countries there are specific

time periods to cancel online purchases after purchasing them provided by law (European

Union residents etc). For these countries, consumers may have a right to cancel in specific

number of days after purchasing products/services online provided by law. Therefore, your

right to cancel in-app purchases will rely on the country you reside in. Since payment

processes of certain purchases on Codeway Apps will be conducted by the mobile platform

owner, failure to follow certain local laws regulating right to cancel will be subject to mobile

platform owners’ terms. Please also review the mobile platform owner’s terms in this regard

before purchase. You can find further information on cancelling orders and any associated

refunds on the website of the third-party re-seller from whom you purchased the app (the

Apple App Store and/or Google Play). Where you purchase from Codeway directly: please

note and acknowledge that if you are a resident in the European Union or your local law

regulates a right to cancel and download the Codeway Apps from Codeway directly, you

agree to waive your cancellation and refund right once the download of the app or the

relevant purchase is made. Please note that if you are not a resident in the European Union

and if your local laws do not regulate mandatory laws otherwise, you have already no right to

cancel purchases you made if you download Codeway Apps from Codeway directly. This

means that you will not be able to cancel your order or obtain a refund once the download

and delivery of the app is complete. This will also apply to subscriptions and in-app

purchases. In this regard, please also take into consideration the provisions of Article 13 of

the Agreement.

5.9. Defective Content: Once the Codeway Apps are available to you through your account, you

are required to check the content as soon as reasonably possible to ensure that the

Codeway Apps function and perform as stated and notify us or Google Play/App Store as

soon as reasonably possible provided that you find any errors or defect.

5.10. Without prejudice to any other rights, Codeway may terminate this Agreement if User fails to

comply with the terms of this Agreement and other documents, referred to herein. In such

event, the User must uninstall or remove the Codeway Apps. In this regard, please also take

into consideration the provisions of Article 14 of the Agreement.

6. THIRD-PARTY PARTNERS

6.1. The Codeway Apps allow you to enjoy various features, functionalities and other Codeway

Services, which may change from time to time (collectively the “Codeway Apps

Functions”). The Codeway Apps Functions are provided by Codeway and third-party

suppliers who offer content and/or services in conjunction with or through the Codeway Apps

(the “Third Party Partners”).

6.2. Third-Party Services and Content: The Codeway Apps may integrate, be integrated into,

bundled, or be provided in connection with third-party services, advertising, feeds and/or

content. If the User is installing the Codeway App that includes third party services and

third-party content, such services and content are subject to such third party’s terms of

services and privacy policies, which might be found on the relevant Third-Party Partners’

website. Please keep that in my mind that Codeway has no control over such websites and

resources, and the User acknowledges and agrees that Codeway shall not be responsible or

liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in

connection with use of or reliance on any such Content (as defined in 6.3.), goods or services

available on or through any such website or resource. Having said that, Codeway shall not

be a party to or in any way be responsible for monitoring any transaction between the User

and the Third-Party Partners.

6.3. Access to the Third Party Services and Content via the Codeway Apps: All services,

advertising, feeds and content, including without limitation, all data, links, articles, graphic or

video messages and all information, text, software, music, sound, graphics or other materials

(the “Content”) made available or accessible via the Codeway Apps, whether publicly

available or privately transmitted, is the sole responsibility of the entity or person from whom

it originated. You, as the User, hereby acknowledge and agree that by using the Codeway

Apps you may be exposed to Content that may be offensive, indecent or objectionable in

your community. You agree to accept all risks associated with the use of any Content,

including any reliance on the accuracy or completeness of such Content. Under no

circumstances will Codeway be liable in any way for any Content created by or originating

with entities other than Codeway, including but not limited to, any errors or omissions in any

such Content, or for loss or damage of any kind incurred as a consequence of the

transmission, sharing or posting of such Content by means of Codeway App.

6.4. Any links to third-party apps or websites are provided to your convenience only and are

subject to the third party’s terms. Codeway isn’t responsible or liable for those websites,

products and/or services. Therefore you should consider, check and comply the third-party

apps or websites rules and conditions (including privacy policies of those third parties) while

using the Codeway app and its features with other apps and websites.

7. SECURITY

7.1. The Codeway Apps, like other User technologies in the relevant market, may not be 100%

secure. By accepting this Agreement, you acknowledge and accept that the Codeway Apps

and any information you download or offer to share by means of a Codeway App, may be

exposed to unauthorized access, interception, corruption, damage or misuse and cannot be

regarded as 100% secure.

7.2. You accept all responsibility for such security risks and any damage resulting therefrom.

Further, you are solely responsible for securing your mobile device from unauthorized access

or cyber-attacks, including by such means as using complex password protection. You agree

that Codeway shall not be liable for any unauthorized access to your mobile device or the

app data thereon.

7.3. In regard of malware protection, Google may receive information regarding your device’s

network connections, potentially harmful URLs, the operating system and apps installed on

your device through Google Play or from other sources in order to protect you against

malicious third-party software, URLs and other security issues. Besides, Google may warn

you if it considers an app or URL to be unsafe, or Google may remove or block its installation

on your device if it is known to be harmful to devices, data or Users. You may choose to

disable some of these protections in the settings on your device, nevertheless, Google may

continue to receive information about installed through Google Play, and apps installed on

your device from other sources may continue to be analyzed for security issues without

sending information to Google.

8. REGISTRATION AND PASSWORDS

8.1. Registration: Most of the Codeway Apps will not require a registration, nevertheless, some

of the Codeway Apps may permit or require you to create an account to participate or access

additional features or functionalities (the “Registration”). If such Registration is required, it

will be made known to you when you attempt to participate or access such additional

features or functionalities. Any registration required by Third- Party Partners is not governed

by this Agreement and you should refer to the relevant Third-Party Partners’ website for their

policies.

8.2. Passwords: You are the sole and exclusive guardian of any password and ID combination

issued or chosen by to you. Maintaining the confidentiality and security of your password(s)

and ID(s) is solely your responsibility. You are fully responsible for all transactions undertaken

by means of any account opened, held, accessed or used via your password and ID. You

shall notify us immediately and confirm in writing any unauthorized use of accounts or any

breach of security, including without limitation any loss, theft, leak, or unauthorized use of

your password(s), and/or ID(s) or any related account. If we have reasonable grounds to

suspect that the security of your password and/or ID has been compromised, we may

suspend or terminate your account, refuse any and all current or future use of the services,

and pursue any appropriate legal remedies. We shall not be responsible for any losses

incurred in connection with any misuse of any password or ID.

8.3. Provided Information: If you provide any information in connection with a Registration, you

are required to provide or maintain accurate, complete and current information. If we have

reasonable grounds to suspect that your information is inaccurate, not current or not

complete, we may suspend or terminate your use of the Codeway App and pursue any

appropriate legal remedies. You agree that we shall have the right to use the information you

provide to us for the purposes described in this Agreement and in furtherance of your use of

the Codeway App our services, as per the Privacy Policy.

8.4. Authentications. User may benefit from the basic functions and Services of Nerd AI App

without Registration. Upon User’s sole discretion, User may register to Nerd AI App using

authentication methods provided to Codeway by Third Party Partners (such as logging in

through the use of Google, Apple and e-mail accounts). Such Registration allows the User to

use and benefit from additional functions and Services provided by Nerd AI App. The

responsibility to ensure the security and to duly store the access tools, if any, (connection by

Google, Apple or e-mail account, etc.) used by the User in order to benefit from the Services

offered through Nerd AI App and to keep them away from the reach and use of third parties

shall belong to the User. Every transaction made with the User’s authenticated account, shall

be deemed to made by the User itself. Codeway shall not be responsible for any direct or

indirect damages incurred by the Users and/or third parties due to all negligence and faults of

the User in matters such as security, storage, keeping away the information of third parties,

and use of the User’s means of accessing the system and Nerd AI App. Codeway shall

reserve its right to recourse. Only the Users registered to Nerd AI App following identity

authentication may reach certain features of Nerd AI App such as publishing Materials in

Nerd AI App for other Users to see and any other feature that may be included in Nerd AI

App at Codeway’s discretion. User acknowledges that without registering to Nerd AI App in

accordance with this provision, he/she will not be able to reach certain features provided to

Users registered to Nerd AI App.

9. UNINSTALL AND REMOVAL OF THE CODEWAY APPS

Uninstallation and removal procedures vary depending on your device. To uninstall and

remove the Codeway Apps, please use the application manager provided with your device or

consult your device manual for further reference.

10. CONSENT TO USE OF DATA AND USER REVIEWS

10.1. You agree that we may collect and use technical data and related information, including and

not limited to technical information about your device, system and application software and

peripherals, that is gathered periodically to facilitate the provision of software updates,

product support and other services to you (if any) related to the Codeway Apps. We may use

this information as per the Privacy Policy.

10.2. If you choose to provide app store reviews or reviews via any social media channel or other

similar communication or messaging features or services, such information may be made

publicly available, including the public-facing username as it appears with the review. If you

prefer that we do not use promotional purposes, you will be able to elect for us not to do so

by submitting your request to support@codeway.co (please also indicate your name, mailing

address and email address). For security purposes, please do not include any password,

social security number, national ID number, payment card or other sensitive information via

these features. We have the right, but not the obligation, to monitor messages and

communications between and among Users for security and training purposes. We may, but

are not obligated to, remove any content we deem inappropriate.

10.3. If you download the Codeway Apps through Google Play or App Store, please be aware that,

posting reviews shall be subject to the relevant virtual store’s policies.

11. INTELLECTUAL PROPERTY RIGHTS

11.1. Codeway is the sole proprietor of products and/or Codeway Services, projects, documents

used at the Codeway Apps in connection with the Codeway Services and visuals, texts,

bulletins, slogans, videos, designs and know-how and any business data, illustrations,

database, system flow data, logo, emblem and data, ideas or the Codeway trademarks and

trade dressing, flows, source codes, researches, codes, methods, statistical figures and

financial and moral rights and all other intellectual property rights during preparations for the

Agreement and during its term for the supply of the Codeway Services. All rights that are

vested in it under the Law on Intellectual and Artistic Works numbered 5846 of Turkey (the

“Law No. 5846”) and the applicable legislation in connection with such contents shall be the

exclusive property of Codeway. Accordingly, the User agrees and represents that he/she

shall not commit any reverse engineering or attempt to find or acquire the source code of the

Codeway Apps nor shall it violate the security of any network or crack security encryption

codes; it shall not send SPAM mails or load malicious software; that otherwise the User shall

be liable for all losses that Codeway and third parties may sustain.

11.2. For the avoidance of doubt, “intellectual property rights” means, collectively, rights under

patent, trademark, copyright and trade secret laws and any other intellectual property or

proprietary rights recognized in any country or jurisdiction worldwide, including, without

limitation, moral or similar rights. The User may not delete, alter or remove any copyright,

trademark or other proprietary rights notice Codeway or Third-Party Partners have placed on

or within the Codeway Apps. Please be aware that all rights not expressly granted hereunder

are expressly reserved to Codeway and its licensors. Nothing contained in herein should be

construed as granting, by implication, estoppel or otherwise, any license or right to use any of

our trade names, trademarks or service marks without our express prior written consent.

11.3. Unless otherwise agreed between Codeway and the User regarding any intellectual property

rights arising from any Codeway Service prepared and provided to the User by Codeway,

Codeway shall grant the right to use of the related Codeway Services which shall be

worldwide, indefinite and exclusive. In any case, Codeway has the right to determine the

ownership of the aforesaid intellectual property rights and its usage. However, if Codeway

suggests different conditions other than the provisions in this clause of this Agreement, it

should notify the User until the Codeway Service is used or until the commencement of the

operations for the Codeway Service.

11.4. The User is solely responsible for any content that he/she contributes, submits, displays or

for any adaptations of works made on or through use of the Codeway Apps. It is the User’s

obligation to ensure such content, including photos, texts, documents, videos and music files

are lawful and does not violate any right including copyright or other intellectual property

rights of Codeway, other Users, or any other third persons. For the avoidance of doubt; User

accepts, declares and undertakes that it is legally entitled on any data, information or content

it uses, and that such use does not violate any applicable law or third party rights. The User

accepts, declares and undertakes to compensate any damage that may have incurred by

both Codeway and third parties due to the fact that it is not legally entitled on any data,

information or content it uses.

11.5. Codeway respects and expects its Users to respect the rights of copyright holders. On notice,

Codeway will act appropriately to remove content that infringes the copyright rights of others.

Codeway reserves the right to disable the access to the Codeway Apps or other services by

anyone who uses them to repeatedly infringe the intellectual property rights of others.

11.6. Codeway also acts to remove objectionable content. The decision to remove objectionable

content shall be made at Codeway’s sole discretion. Objectionable content includes, but is

not limited to: content that is unlawful, harmful, threatening, abusive, harassing, tortuous,

defamatory or libelous; content that is hateful or advocates the hate crimes, hate speech and

all types of discrimination, harm or violence against a person, group or minority; content that

may harm minors in any way; content that has the aim or effect of stalking or otherwise

harassing or bullying another; private information regarding any individual such as phone

numbers, addresses, national ID numbers, Social Security numbers or any other information

that is invasive of another’s privacy; content that is vulgar, offensive, discriminative, obscene

or pornographic, unsolicited or unauthorized advertising, promotional materials, junk mail,

SPAM, chain letters, pyramid schemes or any other form of solicitation; material that contains

software viruses or any kind of malicious software or any other computer code, files or

programs designed to interrupt, destroy or limit the functionality of any computer or mobile

device software or hardware or telecommunications equipment. In this regard, Users agree,

accept and undertake not to use Codeway Apps:

- In any way that violates any applicable national, federal, state, local

or international law or regulation;

- For the purpose of exploiting, harming or attempting to exploit or harm

minors in any way;

- To generate or disseminate verifiably false information and/or content

with the purpose of harming others;

- To generate or disseminate personal identifiable information that can

be used to harm an individual;

- To defame, disparage or otherwise harass others;

- For fully automated decision making that adversely impacts an

individual’s legal rights or otherwise creates or modifies a binding,

enforceable obligation;

- For any use intended to or which has the effect of discriminating

against or harming individuals or groups based on online or offline

social behavior or known or predicted personal or personality

characteristics;

- To exploit any of the vulnerabilities of a specific group of persons

based on their age, social, physical or mental characteristics, in order

to materially distort the behavior of a person pertaining to that group

in a manner that causes or is likely to cause that person or another

person physical or psychological harm;

- For any use intended to or which has the effect of discriminating

against individuals or groups based on legally protected characteristics

or categories;

- To provide medical advice and medical results interpretation;

- To generate or disseminate information for the purpose to be used for

administration of justice, law enforcement, immigration or asylum

processes, such as predicting an individual will commit fraud/crime

commitment (e.g. by text profiling, drawing causal relationships between

assertions made in documents, indiscriminate and arbitrarily-targeted

use).

11.7. Codeway does not and cannot pre-screen or monitor all content. Nevertheless, our

representatives may monitor content submission through the Codeway Apps, and you hereby

provide irrevocable consent to such monitoring. The User acknowledges and agrees that

he/she has no expectation of privacy concerning the submission of any content. Codeway

has the right, but not the obligation, in its sole discretion to edit, modify, and refuse to post or

remove any content.

11.8. The User may not use Google Play or any content or the Codeway Apps in conjunction with

any stream- ripping, stream capture or similar software to record or create a copy of any

content or additional in- app features that are presented to you in streaming format, if any.

Besides, the User may not remove any watermarks, labels or other legal or proprietary

notices included in any content or additional in- app features or attempt to modify any content

obtained through Google Play, including modification for the purpose of disguising or

changing any indications of the ownership or source of content and/or the Codeway Apps.

11.9. Codeway shall be entitled to terminate the User’s access to the Codeway Apps if, under

appropriate circumstances in line with aforesaid provisions, the User is determined to be a

repeat infringer.

12. RIGHTS INFRINGEMENTS

12.1 Codeway attaches great importance to confidentiality, intellectual property rights including

copyrights and personal data; takes care to be transparent about them. While using

Codeway Apps, Users declare and undertake to use Codeway Apps following the principles

in this Agreement and other texts provided to you by Codeway. Users shall only upload

materials they produce or are authorized to use to Codeway Apps. Users declare and

undertake to not infringe of any rights of other Users under this Agreement.

12.2 However, if you believe in good faith that materials transmitted or created through Nerd AI

App infringe your copyright, your personal right or privacy; you may send Codeway a notice

requesting that we remove the material or block access to it by filling out the infringement

form.

13. IN-APP PURCHASE AND PAYMENT

13.1. The release and distribution of the Codeway Apps will take place in the global market

through the Apple App Store and/or Google Play. The Codeway Apps will nevertheless offer

certain features and certain limits to the User as a paid feature through in-app purchase. If

the User would like to use such paid features under this Agreement, you will first need to

make payment before accessing the paid feature.

13.2. Such in-app purchase features are offered on an annual, semi-annual, quarterly, monthly or a

weekly basis and will be re-billed every year or month by the Apple App Store and/or Google

Play, depending upon auto-renewable subscription model, until cancelled by the User. The

Apple App Store and/or Google Play will send an e-mail well in advance of renewal

containing a hyperlink to manage subscription procedure. App payments will be processed

through the Apple App Store and/or Google Play from which you originally downloaded the

application. You may access the applicable in-app purchase rules and policies directly from

the Apple App Store and/or Google Play. You acknowledge and agree that you are fully

responsible for managing your in-app purchases and the amount you spend on in-app

purchase within the Codeway Apps.

13.3. Please be aware that, in order to purchase content or the Codeway Apps through Google

Play, you are required to have a Google Payments account and agree to the Google

Payments Terms and Terms of Service. The Google Payments Privacy Notice applies

whenever your purchase content using a Google Payments account. You are responsible for

all amounts payable associated with purchases made through Google Play on your Google

Payments account. Besides, Google may make available to you various payment processing

methods in addition to Google Payments to facilitate the purchase of content or the Codeway

Apps through Google Play. You are required to abide by any relevant terms and conditions or

other legal agreement, whether with Google or a third party, that governs your use of a given

payment processing method. Google may add or remove payment processing methods at its

sole discretion. You are solely responsible for all amounts payable associated with purchase

you make on Google Play.

13.4. In order to determine your eligibility to have purchases of content or the Codeway Apps that

you make through your devices billed to your network provider’s account, when you create a

Google Play account on a device, Google Play shall send identifiers of your device to your

network provider. To permit this you shall need to accept the network provider’s terms of

service. The network provider may send us your billing address information. Google Play

hold and use this information as per Google’s Privacy Policies and Google Payments Privacy

Notice.

13.5. If you are under 18 then you are legally required to have you parents’ or legal guardians’

permission to make any in-app purchases. By completing an in-app purchase, you are

confirming to us that you have any and all permission that may be necessary in order to allow

you make that in-app purchase. If you are a parent or legal guardian of someone under the

age of 18, we recommend that you consider any parental control that may be provided by the

Apple App Store and/or Google Play, provided that you are concerned that your child may

make excessive in-app purchases.

13.6. The in-app purchases are purchased from and billed by the Apple App Store or Google Play,

not Codeway. These purchases are subject to the terms and conditions of the Apple App

Store and/or Google Play. All billing and refund inquiries shall be directed to the Apple App

Store and/or Google Play. Having said that, Codeway does not have access to the Apple App

Store and/or Google Play accounts and transactions.

13.7. If any in-app purchase is not successfully downloaded or does not work once it has been

successfully downloaded, we will, after becoming aware of fault or being notified of the fault

by you, investigate the reason for the fault. We will act reasonably in deciding whether to

provide you with a replacement in-app purchase or issue you with a patch to repair the fault.

In no event we will charge you anything further to replace or repair the in-app purchase. In

the unlikely event that we are unable to replace or repair the relevant in-app purchase or are

unable to do so within a reasonable period of time and without significant inconvenience to

you, we will authorize the Apple App Store and/or Google Play to refund you an amount up to

the cost of the relevant in-app purchase. Alternatively, if you wish to request a refund, you

may do so by contacting the Apple App Store and/or Google Play directly.

13.8. You acknowledge and agree that all billing and transaction process are handled by the Apple

App Store and/or Google Play from whose platform you downloaded the Codeway Apps and

governed by the Apple App Store and/or Google Play’s terms and conditions/end user

license agreement. If you have any payment related issues with in-app purchases, then you

need to contact the Apple App Store and/or Google Play directly.

14. TERM AND TERMINATION

14.1. This Agreement shall become effective on the date it is approved and shall remain in force as

long as the User maintains to use Nerd AI App and shall continue to be effective and

operative as between Codeway and the User legally.

14.2. Codeway may unilaterally terminate this Agreement without any obligation of compensation

and further notice under any circumstance where the User acts in breach of this Agreement,

or any other agreements to be executed or rules applicable to different services offered over

the Apple App Store and/or Google Play, in particular, following circumstances: if the User

manipulates the operation of the Codeway Apps by employing any method; if the User acts in

breach of the provisions of this Agreement or any other agreements to be executed over the

Apple App Store and/or Google Play; if the User commits any act that violates third party

rights; if data, contents, visuals, texts and articles shared with Nerd AI App, by the User, have

unlawful element or even if they are free of unlawful or immoral elements, posting such data,

contents, visuals, texts and articles at Nerd AI App for unlawful or immoral purposes.

14.3. The User agrees that Codeway shall not be liable to the User or any third- party for any

termination or disabling of the Codeway Apps. Promptly upon termination of this Agreement,

the User must cease all use of Nerd AI App and uninstall, remove or destroy all copies of

Nerd AI App in its possession or control. Having said that, termination shall not limit any of

Codeway’s other rights or remedies at law.

15. INDEMNIFICATION

15.1. You agree to indemnify and hold harmless Codeway, its affiliates and Codeway’s and its

affiliates officers, directors, licensors, partners, shareholders, licensees, contractors, agents,

attorneys, employees and third party service providers (collectively, the “Indemnitees”) from

any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees

(collectively, “Claim(s)”), that actually or allegedly and directly or indirectly result from your

information, use of the Codeway Services or your breach of this Agreement.

15.2. You agree to be solely responsible for defending any Claim against or suffered by any

Indemnitee, subject to the relevant Indemnitee’s right to participate with counsel of its own

choosing and for payment of damages or losses resulting from all claims against any

Indemnitee provided that you will not agree to any settlement that imposes any obligation or

liability on any Indemnitee without Codeway’s prior express written consent.

16. WARRANTY DISCLAIMER

16.1. To the extent this is permitted by applicable law, all the Codeway Apps are provided on an

“AS IS”; “WITH ALL FAULTS” and “AS AVAILABLE” basis and you use them at your sole risk.

Subject to applicable law, Codeway, on behalf of itself, and its affiliates, licensors,

distributors, vendors, agents and suppliers, expressly disclaims any and all warranties of any

kind, whether express or implied, including but not limited to the implied warranties of

merchantability, non-infringement and any other warranty arising from the relevant legislation.

16.2. Without limitation, Codeway makes no warranty that the Codeway Apps will meet your

requirements, that they will be uninterrupted, timely, secure or error-free, that the results

obtained from the use of the Codeway products will be accurate or reliable or that the quality

of the Codeway Apps will meet your expectations. Codeway assumes no liability or

responsibility for any property damage of any nature whatsoever, resulting from your access

to and use of the Codeway Apps; any unauthorized access to or use of our secure servers

and/or any and all personal information and/or financial information stored therein; any

interruption or cessation of transmission to or from the Codeway Apps or servers; any bugs,

viruses, Trojan horses or like which may be transmitted to or through the Codeway Apps by

any third party or any errors or omissions in any content or for any loss or damage of any

kind incurred as a consequence of the use of any content posted, e-mailed, transmitted or

otherwise made available via the Codeway Apps.

16.3. Certain Codeway Apps may allow you to record phone conversations on your Android or iOS

device. Some local, state, federal and international laws prohibit the recording of third- party

audio without all parties’ consent to such recording. You are solely responsible for

compliance with all local, state, federal or international laws regarding call recording and

obtaining any necessary consent. In no event shall the Codeway be responsible to you or

third party for your failure to comply with local, state, federal or international laws regarding

third party audio recording.

16.4. The entire risk arising out of use or performance of the Codeway Apps remains solely on

you. Codeway expressly disclaims all warranties relating to products and/or services

provided by Third Party Partners. This warranty disclaimer constitutes an essential part of

this agreement.

17. LIMITATION OF LIABILITY

17.1. To the extent permitted by applicable laws, you expressly understand and agree that

Codeway shall not be liable for any direct, indirect, incidental, special, consequential or

exemplary damages, including but not limited to, damages for loss of profits, goodwill, use,

data or other intangible losses, resulting from: (i) the use or the inability to use the Codeway

Apps; (ii) unauthorized access to or alteration of your transmission or data; (iii) statements or

conduct of any third party or (iv) any other matter relating to Codeway.

17.2. In no event shall Codeway’s total liability to you for all damages, losses and causes of action

(whether in contract, tort or otherwise) exceed the amount paid by you for accessing the

Codeway App. The foregoing limitations will apply even if the above stated remedy fails of its

essential purpose.

17.3. Nothing contained in this Agreement shall be deemed or construed to create any employee/

employer relationship under the Labor Code numbered 4857 of Turkey or applicable

legislation.

18. FORCE MAJOR EVENT AND APPLICABLE LAW

18.1. In all circumstances that constitute a force major event in legal terms, Codeway shall not be

held liable for its failure to perform its obligations hereunder or to perform them late or

incompletely agreed herein. Such failures shall not be considered a default, or incomplete or

faulty performance and no claim of compensation shall be made against Codeway.

18.2. The term “force major events” herein refers to any event that is beyond the reasonable

control of the affected party and that cannot be avoided despite the reasonable care and

diligence shown by Codeway, including but not limited to God’s acts, riots, insurgences,

turmoil, war, communication interruptions, infrastructural and internet network failures, power

failures, mobilization, strike, fire, explosion, terrorism, cyber attack, long-term and

far-reaching power outage, internet outage, computer viruses,legislative amendments and

adverse weather conditions.

18.3. The User shall not be able to accrue default interest or claim indemnification from Codeway

under any name whatsoever for the delayed, incomplete or non-performance of any of the

provisions in this Agreement due to force majeure events.

18.4. This Agreement and legal relations arising hereunder shall be governed and construed as

per Turkish law. Turkish Courts (Istanbul (Çağlayan) Courts and Execution Offices)) shall

have jurisdiction over any actual or potential dispute arising from this Agreement. To the

maximum extent permitted by law, you hereby consent to the jurisdiction and venue of such

courts and waive any objections to such jurisdiction and venue.

19. ENTIRE AGREEMENT AND SEVERABILITY

19.1. These Terms constitute the entire agreement between you, as the User, and Codeway

relating to the use of Nerd AI App and Services and supersedes all prior or contemporaneous

understandings regarding such subject matter.

19.2. No amendment to or modification of this Agreement will be binding unless in writing and

signed by Codeway. The failure of either party to enforce any rights granted hereunder or

take action against the other party in the event of any breach herein shall not be deemed a

waiver by that party as to subsequent enforcement of rights or subsequent actions in the

event of future breaches.

19.3. Any translation of this Agreement is done for local requirements and in the event of a dispute

between English and any non-English versions, the English version of this Agreement shall

govern to the extent not prohibited by law.

19.4. If any terms or provision of this Agreement is declared void or unenforceable in a particular

situation, by any judicial or administrative authority, this declaration shall not affect the validity

of enforceability of the remaining terms and provisions hereof or the validity or enforceability

of the offending term or provision in any other situation. To the extent possible the provision

will be interpreted and enforced to the greatest extent legally permissible in order to

effectuate the original intent and if no such interpretation or enforcement is legally

permissible, shall be deemed severed from the terms.