MEMBERSHIP AGREEMENT

ARTICLE 1 – PARTIES

This User Agreement (the “Agreement”) has been concluded electronically between the company located at Oruçreis Mah. Giyimkent 20. Sok. No:38-40 Esenler/İstanbul 34235 Türkiye, namely Mizyaz Bilişim Tekn. Ulus. Tic. Ltd. Şti. (the “Company”), owner of the website www.saphori.com (the “Website”), and all persons (the “Member”) who use the Saphori products/services on the Website. The Company and the Member shall hereinafter be jointly referred to as the “Parties”.

 

ARTICLE 2 – SUBJECT OF THE AGREEMENT

The subject of this Agreement is to determine the terms of use and benefit for the products the Member will purchase through the Website owned by the Company and for the related services the Member will benefit from.

 

ARTICLE 3 – FORMATION OF THE AGREEMENT

The Member accepts that they have read and understood the Agreement and are aware of their rights and obligations.

The Parties accept that there is no disproportion between the obligations agreed under the Agreement, that the mutual obligations are appropriate to the nature of the work, and that they have no inexperience in respect of the transactions falling within the subject of the Agreement.

The Member accepts that they have reached full conviction that the transactions covered by the Agreement are in their own interest, and that they will comply with all terms of their own free will, without any difficulty or distress, deliberately, willingly and knowingly.

The Parties accept that the provisions of the Agreement bear no characteristic that could be regarded as an unfair term and that there is no unfairness in terms of the balance of interests.

The provisions of this Agreement do not contain any unfair term within the meaning of the regulation on unfair terms in consumer contracts.

The provisions do not conflict with the rules of honesty and good faith and have been drafted in compliance with consumer protection legislation.

The provisions of this Agreement have also been drafted taking into account the Turkish Code of Obligations. The bindingness and content review foreseen in Article 21 of the Turkish Code of Obligations has been carried out by the Member. None of the provisions of this Agreement is foreign (surprising terms) to the nature of the Agreement or the characteristics of the work. The provisions of this Agreement are written clearly and comprehensibly and do not express more than one meaning.

ARTICLE 4 – MEMBERSHIP

Membership is acquired upon completion of the membership procedures on the Website (and upon conclusion of this Agreement).

 

The Member declares, within the scope of Article 4.1, that they are at least 18 (eighteen) years old (or older) in order to acquire membership, open an account or use the services in any way, and that they have understood and accepted these conditions. If the Member is at least 13 (thirteen) years old and has the capacity of discernment but is under 18 (eighteen), they must use the Website only in the company of a parent or legal representative, and in this context the Member declares that their parent or legal representative has reviewed and accepted this Agreement. No one under 13 (thirteen) may use the services in any way.

Members are obliged to provide the Company with accurate, true and up-to-date information in connection with membership procedures. The scope of this information is determined by the Company and may be changed or extended where necessary. This shared information may be changed and updated by the Member at any time. For membership to continue, the Member must supply the required information and update it whenever there is any change.

The Company may share the Member's information with the relevant official authorities, limited to the request, in order to fulfil the requirements of regulatory or executive acts of official authorities or of judicial decisions. Unless the relevant official authority has a confidentiality order in place, the Member is informed of the transaction in question.

The Company may anonymise the introductory and/or personal information provided by Members, carry out evaluations and statistical studies, and publish them in a general form on the Website.

If Members use a nickname within the scope of their membership of the Website, that nickname may not be contrary to the applicable legislation or to morality and may not contain insults, profanity, swearing, degrading expressions or words that harm personal rights.

Members may withdraw from membership whenever they wish. In that case the Member notifies the Company via the Website of their wish to withdraw and ensures that the steps required for deletion of the membership are carried out. Once these procedures are completed, withdrawal from membership takes effect. Withdrawal has no effect on the rights and obligations arising from the Agreement up to the date of withdrawal, nor on provisions which by their nature must remain in force even if the Agreement is terminated (compensation for breaches, final provisions, etc.).

 

ARTICLE 5 – USE OF THE SERVICE BY THE MEMBER AND SERVICE FEE

After visiting the relevant section of the Website, completing the fields required for registration and becoming a party to this Agreement, the Member may start to benefit from the products and services offered on the Website within the terms of this Agreement. The products and services offered by the Company may be used by the Member only for lawful purposes.

Membership of the Website is free of charge.

The Company may, at its own discretion, create promotion codes or campaigns relating to its own products and the related services. The Company will inform Members about such promotion codes or campaigns where the Member has chosen to be informed in this respect. The Member accepts and declares that they will not engage in any transaction and/or action that could abuse the service offered by the Company through a promotion or campaign, and that, if they are between 13 and 18 years old and have the capacity of discernment, they have in any case obtained the consent of their parent or legal representative for participation in the relevant promotion/campaign. Promotion codes or campaigns must be used in accordance with their purpose and the law, must not be transferred to anyone else unless approved in writing by the Company, and may be used only provided the conditions foreseen for the promotion or campaign are met. Promotions or campaigns may be cancelled by the Company at any time without any reason. The Member has no right of claim against the Company in respect of a cancelled promotion or campaign. At the same time, the Member always has the opt-out mechanism for commercial electronic messages provided at the stage when consent to receive such messages was obtained. They may at any time refuse to receive commercial electronic messages relating to promotions/campaigns.

 

ARTICLE 6 – RIGHTS AND OBLIGATIONS OF THE PARTIES

The Member declares and undertakes that the personal and other information they provided when becoming a member of the Website is true, and that they will immediately compensate all damages the Company may suffer because this information is untrue and/or because the Member fails to update it despite changes to the Member's information.

The right to use the password obtained under the membership for use of the Website belongs exclusively to the Member. The Member may not give this password to any third party. All legal and criminal liability relating to the use of the password and of the means of access to the system used to benefit from the Website (user name, etc.) belongs to the Member.

The Member may not transfer their membership to anyone else.

The Member accepts, declares and undertakes to comply with all provisions of the applicable legislation while using the Website and not to violate them. Otherwise, all legal and criminal liability that arises shall belong entirely and exclusively to the Member.

The Member may not use the Website in any way that disturbs public order or is contrary to public morality, in a manner that disturbs or harasses others, for an unlawful purpose, or in a way that infringes the intellectual property and copyrights of others. In addition, the Member may not engage in activities or transactions that prevent or hinder others from using the services (spam, viruses, Trojan horses, etc.), nor in activities that threaten the security of the Website or of the software or prevent them from functioning.

The ideas and thoughts declared or written by Members on the Website and the images, messages, comments and expressions shared are exclusively the Members' own personal opinions and comments, and only the Member is responsible, as the case may be, for the consequences of those opinions and comments. These opinions, images, comments, messages and thoughts have no relation or connection whatsoever with the Company. The Company bears no liability for damages third parties or institutions may suffer due to the ideas and opinions the Member declares or the messages, comments or images the Member shares, nor for damages the Member may suffer due to the ideas and opinions declared, or the images, comments or messages shared, by third parties or institutions.

The Company is not liable for any direct or indirect damage that may be suffered as a result of the Member's use of the Website.

The Website may link to other websites or applications that are not under the Company's control and were not established, operated or organised by the Company, and may contain references to such sites or applications. The Company is not responsible for the content of such other applications or websites, for the other links and/or references they contain, or for the products/services they offer. These links do not constitute support for the owner or operator of the linked website, nor any statement or undertaking regarding any information, expression or visual in its content. Likewise, the Company is not responsible for the products, services and other content promoted or promised by advertisements, promotional materials or banners appearing on the Website or linked from the Website.

The Member may not transfer the user profile they have created to a third party or allow a third party to use it. Members may not transfer their rights and obligations under this Agreement without the Company's approval. The Company may transfer its rights and obligations under the Agreement to third parties.

If the Member violates the provisions of this Agreement, the criminal and legal liability arising from the violations belongs personally to the Member. The Member shall hold the Company harmless from all damages, lawsuits, claims and allegations that may arise as a result of their violations. In addition, the Company reserves the right to claim compensation from the Member on account of such violations.

The Company always has the right, unilaterally, without assuming any liability and without being obliged to pay compensation, to suspend or terminate the Member's membership and to delete all information, data, documents and files belonging to the Member.

The copyright and/or all intellectual property rights in the overall appearance, design and software of the Website, in the text and visual content on the site and all other content, and in the trademarks, logos, know-how and other elements belong to the Company or are used by the Company under licence. These may not be used, acquired, altered, copied or reproduced by the Member in any way without the Company's written permission. The Member's use of, or access to, the Website or its content under the conditions provided by the Company does not grant the Member any intellectual or industrial property right and/or any ownership or power of disposal.

The Company may disclose the Member's personal information to third parties (a) where it must do so under the laws or regulations in force, a court decision or an administrative order, and/or (b) where the Member's consent exists, and/or (c) in accordance with the Cookie and Privacy Policy and the Privacy Notice accessible via the Website, and/or (d) in accordance with the cases separately regulated in this Agreement. The Company may examine the Member's confidential information or records in order to access information and documents requested for an investigation.

Measures have been taken, within the means available, to keep the Website free of viruses and similar malicious software. In addition, to ensure ultimate security, the Member must obtain their own virus protection system and provide the necessary protection. In this context, by becoming a member of the Website, the Member is deemed to have accepted that they are responsible for all errors that may occur in their own software and operating systems (including but not limited to spam, viruses and Trojan horses) and for their direct or indirect consequences.

The Member has agreed not to access or use, without permission, the software and data of other Website users.

The Company reserves the right to change at any time the products it offers, the related services and the content, design and software of the Website; to change, suspend or terminate any service provided to Members; and to delete at any time the user information and data registered on the Website.

The Company may update, change or repeal the terms of this Agreement at any time without any prior notice and/or warning. Each provision that is updated, changed or repealed takes effect for the Member on the date of publication.

The Member is responsible for providing the network access required to benefit from the Website. The Member is aware that, when accessing the Website from a device with wireless internet access, mobile network data may be used and messaging tariffs and charges may apply. It is the Member's responsibility to provide the appropriate software, devices and updates required to benefit from the Website and to keep the Website up to date. The Company does not guarantee or undertake in any way that the Website will work with a specific device or software, or that the functions contained in the materials will be uninterrupted or error-free. The Member accepts that the Website may be exposed to failures and delays depending on internet usage. The Company assumes no liability for problems the Member may experience due to interruptions in access to the Website caused by technical issues.

The disclaimers written for the Company under this Agreement also extend to the Company's employees and partners.

Without the Company's prior approval, the Member is prohibited, in any transaction carried out through the Website, from linking to another website, to the content of a website or to any data on the network.

In uses of the Website, all credit card transactions and approvals are carried out online between the relevant banks and similar card institutions, independently of the Website (information such as the credit card password is not seen or recorded by Saphori ). Information entered on the Website for membership, purchasing products/services or updating information, as well as sensitive confidential information relating to credit and bank cards, cannot be viewed by other internet users.

Sending of Commercial Electronic Messages: Saphori is entitled, under this Agreement, to send informational e-mails to the e-mail addresses of its Members registered with it and informational SMS messages to their mobile phones; by approving this Agreement, the Member is deemed to have accepted that informational e-mails may be sent to their e-mail address and informational SMS messages to their mobile phone. If the Member wishes to stop receiving e-mails and/or SMS messages, they may cancel their subscription by sending an e-mail to [email protected] .

ARTICLE 7 – TERMINATION OF THE AGREEMENT

Without prejudice to the termination options set out in this Agreement, the Member and the Company may terminate this Agreement at any time. This Agreement shall remain in force until the Member cancels their membership or the membership is cancelled by Room&Roomies.

The Member's termination is carried out by following the termination procedures on the Website. Termination has no effect on the rights and obligations arising from the Agreement up to the date of termination, nor on provisions which by their nature must remain in force even if the Agreement is terminated (compensation for breaches, final provisions, etc.).

 

ARTICLE 8 – FINAL PROVISIONS

Governing Law: This Agreement is subject to the laws of the Republic of Turkey and shall be interpreted accordingly.

Competent Court: The Istanbul Anadolu Courts and Istanbul Anadolu Enforcement Offices are competent for the resolution of all disputes arising from or in connection with this Agreement.

Integrity of the Agreement and its Annexes: The annexes to the Agreement form an integral part of this Agreement and cannot be interpreted separately from one another

.

Exclusive Evidence: The Parties accept that, in disputes that may arise under this Agreement, the documents and electronic records belonging to the Company shall constitute exclusive evidence with respect to the dispute in question.

 

Company Contact Details: The Company's contact details are as follows:

 

Title: Mizyaz Bilişim Tekn. Ulus. Tic. Ltd. Şti

 

Address:Oruçreis Mah. Giyimkent 20. Sok. No:38-40 Esenler/İstanbul 34235 Türkiye

 

Phone: +90 535 624 2754

Mobile: +90 535 624 2754

E-mail:[email protected]

The e-mail address that the Member has notified to Saphori is accepted as the legal and valid notification address for every kind of notification to be made in connection with this Agreement. Transactions Carried Out Through the Website: Transactions carried out through the Website that constitute declarations of intent are regarded, in accordance with the Turkish Code of Obligations, consumer legislation and other legislation in force, as declarations of intent binding on the Parties.