User and Membership Agreement

MEMBERSHIP/USER AGREEMENT


1. THE PARTIES

1.1. This membership agreement (hereinafter ”Membership/User Agreement”) is concluded between Doğuş Yeni Girişimler ve Fikirler A.Ş. whose head office is located at the address: Uniq Istanbul, Huzur Mh., Maslak Ayazağa Cd. No: 4, Istanbul, Sarıyer 34485 Turkey (hereinafter “Aktivido”) and the Member (hereinafter “Member/User”) to determine the terms and conditions for using the Services provided by Aktivido on the Website.

1.2. In this Membership Agreement, Aktivido and the Member shall be individually referred to as a “Party” and collectively referred to as the “Parties”.

2. DEFINITIONS

Cookie Policy refers to the text that can be accessed on the Website, which provides information about the cookies used to make the Website functional, to improve the shopping experience of the Members, and to deliver content customized to the Members’ preferences and likings based on the information on the Members’ visits to the Website.

Privacy and Personal Data Protection Policy refers to the text that can be accessed on the Website, which sets Aktivido’s general privacy policy for personal data, including for what purposes and how the Aktivido shall use the personal data transmitted by the Members via the Website.

Service shall mean the products, services and applications provided by Aktivido or Aktivido’s business partner in order to enable the Members and Visitors to perform their business and transactions defined in this Membership Agreement.

Service Provider/Seller shall mean a legal person or a natural person which or who becomes a member of the Website within the scope of the Seller’s Joint Venture and Advertising Agreement concluded with Aktivido and offers a variety of products and/or services for sale through the advertisements posted on the Website by the account created by that person.

Customer/Member/Buyer shall mean a natural person who becomes a member of the Website within the scope of this Membership Agreement concluded with Aktivido, and buys the products and/or services offered for sale by the Seller via the advertisements posted on the Website.

Profile Page shall mean the Member-specific page, which can be accessed only by a user name and password set by the Member concerned, where the Member enters his/her personal data and the information required on the application basis and can perform the necessary actions to make use of the various applications and Services available on the Website.

Virtual Store shall mean the virtual space, which Aktivido has allocated to the Sellers in accordance with the rules and procedures, and where the Sellers are able to publish their advertisements consisting of content and images for the sale of one or more product(s) and/or services.

Website shall mean the website, mobile applications and mobile site with domain name www.Aktivido.com owned by Aktivido, on which Aktivido renders the Services determined by this Agreement.

Visitor shall mean the natural person who uses the Website without being a Member and makes use of the Services.

Personal Data are any information relating to an identified or identifiable person.

KVKK shall mean the Law No. 6698 on the Protection of Personal Data.

3. SCOPE AND PURPOSE OF THE MEMBERSHIP AGREEMENT

3.1. Aktivido operates the Website and is an intermediary service provider in accordance with the Law No. 6563 on the Regulation of Electronic Commerce.

3.2. In the context of the Membership Agreement, the Member wishes to become a member of the Website, to utilize the Services and to purchase the products and/or services sold by the Sellers in the Virtual Store on this platform.

3.3. The purpose of the Membership Agreement is to specify the conditions for the Member to utilize the Services and to determine the rights and obligations of the Parties accordingly. Upon the acceptance of the Membership Agreement by the Member, the Member hereby declares and undertakes that the Member accepts all kinds of statements about the Services available or that will be available on the Website, use, content, applications and Members.

3.4. For the avoidance of doubt, this Membership Agreement is only between the Parties hereto and covers the terms and conditions of the Services available or that will be available on the Website. This Membership Agreement does not cover the relationship between the Members and the Sellers; Aktivido shall in no way be responsible for the relationship between the Members and the Sellers. The Members will be able to claim their rights against the Sellers pursuant to the Consumer Protection Law No. 6502 and other legislation with respect to the transactions which they will perform in the Virtual Store.

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1. To gain membership status, the Membership Agreement must be approved and the information requested on the membership page must be filled out with accurate and up-to-date information. The user who wants to become a member must have completed 18 (eighteen) years of age. The Member, who does not provide accurate and up-to-date information when filling out the Membership Agreement, shall be personally liable for any damages that may arise because of this.

4.2. In case of a dispute as to the ownership of membership rights and obligations, and if the persons in question make a request to Aktivido in this regard, Aktivido is entitled to accept the last person, who made a payment for any Service using the concerned Membership account, as the owner of the Membership account and to act accordingly.

4.3. Aktivido shall not be responsible for the content available on the Website and not published by Aktivido and shall not be obligated to control whether or not the content in question is legal since Aktivido is not a seller of any product or service available on the Website, but an “intermediary service provider” in accordance with the Law No. 6563 on the Regulation of Electronic Commerce and “hosting provider” in accordance the Law No. 5651 on Regulating Broadcasting in the Internet and Fighting Against Crimes Committed through Internet Broadcasting. Although Aktivido does not have such an obligation, it is entitled to control the content in question at any time and remove the content or block access to it if deems necessary. The people, who violate the rights of Aktivido or third parties with any image or content, whether written or not, they publish on the Website, shall be responsible towards Aktivido and/or the third parties in question.

4.4. The Member agrees and declares that the Seller is the selling party and the Member is the buying party in a distance selling agreement to be concluded for purchases from any Seller, and that Aktivido is not be a party to that distance agreement, thus, only the Seller will be responsible towards the Member in every sense within the limits of the consumer law and other legislation. In this context, the Member agrees and declares that the Seller is solely responsible for the quality, safety, legality, warranty and invoicing of the products and services exhibited and sold in the Virtual Store, and for the delivery of the other necessary documents, and for the services etc. required after the sale, and for on-time delivery of the products.

4.5. The Member agrees and declares that the Member will act in compliance with the provisions of this Membership Agreement, the conditions stipulated in the Website, the current legislation and ethical rules in the transactions and correspondence the Member will perform on the Website. The Member shall be civilly and criminally liable for the transactions and actions performed by the Member on the Website.

4.6. In case of a request of the competent authorities pursuant to the applicable legislation, Aktivido may share the information of the Member with the authorities subject to data transmission rules in every case and by informing the Member beforehand if necessary pursuant to KVKK (Law No. 6698).

4.7. In case of disputes between the Members and Sellers arising from forgery, fraud, abuse of the Website, matters that may constitute a guilt within the meaning of the Turkish Commercial Code No. 6100, the personal data received from the Members during membership and/or shopping may be transmitted to other Members and/or Sellers, who or which may a party to the dispute, limited to the subject requested subject to data transmission rules in every case and by informing the Member beforehand if necessary pursuant to KVKK No. 6698 in oder to enable the Members and/or Sellers to exercise their legal rights.

4.8. The user name and password information the Member requires to access the Profile Page and conduct operations on the Website are created by the Member and the safety and confidentiality of such information is the sole responsibility of the Member. The Member hereby agrees, declares and undertakes that the operations conducted with the Member’s own user name and password will be deemed as done by the Member, that the Member beforehand assumes the responsibility arising from those transactions, that the Member will not put forward any plea and/or objection that the acts and transactions performed in this way were not done by the Member him-/herself and/or abstain from fulfilling his/her obligations based on this plea or objection.

4.9. The Member shall not use the Website in a manner contrary to law and ethics, including in particular, but not limited to, the following cases:

4.9.1. Using the Website to create a database, record or guide on behalf of any person;

4.9.2. Using the whole or a part of the Website to disrupt, modify or reverse engineer the Website;

4.9.3. Performing operations using false or someone else’s information, creating fake accounts using false or misleading personal data, including false or misleading residence address, email address, contact details, payment or account information, and using these accounts in a manner that is contrary to the Membership Agreement or applicable legislation, unauthorized use of another Member’s account, being a party or participant to transactions by substituting another Member or using a wrong name;

4.9.4. Using the comment and rating systems for non-Website purposes, such as publishing the comments on the Website outside the Website, or for purposes other their intended uses in a manner manipulating the systems;

4.9.5. Spreading virus or any other technology that is harmful to the Website, database of the Website, or any content available on the Website;

4.9.6. Collecting any information without the consent the people concerned, including email addresses of the Members or Sellers, or other applications that will constitute a violation within the meaning of KVKK No. 6698;

4.9.7. Actions that may create unreasonable or disproportionately-large loads on the communications and technical systems set by the Website or that may damage the technical operation, using “screen scraping” software or systems on the Website, such automatic program, robot, web crawler, spider, data mining and data crawling, without the prior written consent of Aktivido, and unauthorized copying of any content on the Website, as a whole or partially, and publishing or using it;

4.9.8. Using Services and the campaigns and advantages offered on the Website with malice aforethought and for obtaining unfair advantages, violating campaign terms with malicious intent.

4.10. The Member is obligated to perform the actions on the Website in a manner that will not harm the Website in any way whatsoever. The Member agrees and undertakes that the Member will take all kinds of necessary measures, including the use of protective software and licensed products, to ensure that all information, content, materials and other content, which the Member will provide to the Website, will not contain any kind of virus, program, software, unlicensed product, Trojan horse etc. that will harm the system. The Member also agrees that the Member will log in the Account Page with robot or automatic login methods.

5. TERMINATION OF THE AGREEMENT

5.1. Either Party may unilaterally terminate this Membership Agreement at any time without compensation to the other. In the event of such termination, the Parties shall fully discharge the rights and obligations that have arisen up to the date of termination.

5.2. Aktivido is entitled to suspend, terminate, sue or prosecute the membership if Aktivido establishes or reasonably suspects that the Member is in breach of any Article of this Membership Agreement.

6. PRIVACY and PROTECTION OF PERSONAL DATA

6.1. Aktivido attaches importance to the processing, safety and protection of the personal data provided to it via the Website by the Member to utilize the Services offered on the Website, in compliance with all kinds of legislation, including KVKK No. 6698. In this context, Aktivido collects, uses, transmits and processes the personal data provided by the Member, in accordance with the Privacy and Personal Data Protection Policy and the Cookie Policy available on its Website. The Member may, at any time, review the Privacy and Personal Data Protection Policy on the Website to obtain further information on the conditions for the use of personal data and the Member’s rights in this regard, and will be able to use by sending an email at [email protected] as described herein or by other methods mentioned in the Application Form.

6.2. The personal data shared by a Member to create a Membership or make use of the Website are collected, stored and processed by Aktivido or its business partners in accordance with the Privacy or Personal Data Protection Policy and Cookie Policy to fulfill the obligations set by the Membership Agreement, to conduct the necessary applications for the operation of the Website, to provide for and offer the Member or Visitor various advantages, to perform payment transactions, to deliver orders, to render customer services and proceed complaints, to perform Member-specific advertisements, sales, marketing, and all kinds of electronic communications, profiling, statistical works with similar purposes. These personal data will also be shared with the suppliers and business partners with a view to providing the Member with special advantages and conducting activities such selling, marketing and the like, provided that the obligations arising from KVKK and other relevant legislation are fulfilled.

7. INTELLECTUAL PROPERTY RIGHTS

7.1. All kinds of intellectual property rights of the Aktivido.com brand name and logo, the design, software, domain name of the Aktivido.com mobile application and Website, and any kind of brand, design, logo, trade dress, slogan and all other content created by Aktivido in relation to them are the property of Aktivido. The Member may not use, share, distribute, exhibit, reproduce the intellectual property rights owned by Aktivido or its affiliated companies, or make works derived from them, without the consent of Aktivido. The Member may not use the whole or part of the Aktivido.com mobile application or Website in any other medium without the consent of Aktivido. If the Member acts in violation of the intellectual property rights of third parties or Aktivido, the Member shall be liable for indemnifying all direct and indirect damages and expenses of Aktivido and/or the third party in question.

8. AMENDMENTS TO THE AGREEMENT

8.1. Aktivido may, at its sole discretion, unilaterally amend this Membership Agreement and any kind of policies, provisions and conditions, including the Privacy and Personal Data Protection Policy and Cookie Policy available on the Website, at any time it deems appropriate by announcing on the Website, provided that these amendments are not inconsistent with the provisions of the applicable legislation. The Member will be informed of these changes through various channels, including the Website. The amended provisions of this Membership Agreement shall become effective when they are announced on the Website, and the remaining provisions shall remain in force and continue to have an impact. For the avoidance of doubt, the Member may not unilaterally amend this Membership Agreement.

9. FORCE MAJEURE

9.1. If employee-employer disputes, cyber attacks, communication problems, infrastructure and internet failures, improvement or renewal works related to the system, and failures that may happen due to these causes, power outages, fires, explosions, storms, floods, earthquakes, migrations, epidemics or other natural disasters, or other incidents, including insurrections, riots, embargoes, state interventions, rebellions, occupations, wars, terror incidents, mobilizations, strikes, lockouts, labor actions or boycotts that occur beyond the control of Aktivido, that do not arise from the fault of Aktivido and that could not reasonably have been foreseen (“Force Majeure”), prevent Aktivido from performing its obligations hereunder, or cause delay in the performance of its obligations, Aktivido shall not be liable for performance delays or non-performance as a result of Force Majeure and it shall not be deemed to be in breach of this Membership Agreement.

10. MISCELLANEOUS PROVISIONS

10.1. Evidential agreement: The Member hereby agrees that the official books and commercial records of Aktivido as well as the records kept in Aktivido’s database and servers will constitute binding, definite and exclusive evidence in the event of a dispute arising out of this Membership Agreement, and that this Article shall serve as an evidential agreement within the meaning of Article 193 of the Law No. 6100 on Civil Procedure.

10.2. Applicable Law and Dispute Resolution: This Membership Agreement shall be exclusively governed by the laws of the Republic of Turkey. Any dispute arising out of or in connection with this Membership Agreement shall be subject to the exclusive jurisdiction of the Istanbul Central (Çağlayan) Courts and Enforcement Offices.

10.3. Notification: Aktivido shall contact the Member through the email address which the Member registered at the time of sign-up, or by calling and sending an SMS to the Member’s phone number. The Member is obligated to keep the email address and phone number up to date.

10.4. Integrity and Severability of the Membership Agreement: This Agreement shall constitute the entire agreement between the Parties hereto with respect to the subject matter hereof. If any provision of this Membership Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly invalid, unenforceable or is unreasonable, this Membership Agreement shall to the extent of such invalidity, unenforceability or unreasonableness be deemed severable and the other provisions and the remainder of such provision shall continue in full force and effect.

10.5. Transfer of the Membership Agreement: The Member may not wholly or partially transfer or assign any rights or delegate any obligations under this Membership Agreement without the prior written consent of Aktivido.

10.6. Amendment and Waiver: Failure by either Party in exercising or enforcing any right granted herein shall not be construed as a waiver of such right or prevent a subsequent exercise or enforcement of such right. This Membership Agreement, which consists of 10 (ten) Articles, was read and understood by the Member and entered into force by being approved by electronic means.

This Membership Agreement, consisting of 10 (ten) articles, entered into force by being read and approved by the Member on electronic basis.