User Agreement

1. Parties

This User Agreement (“Agreement”) is entered into between Dinamik360 Yazılım A.Ş. (“Company”) and the person who registers as a user (“User(s)”) on the website located at www.dinamikcrm.com (“Site”). This Agreement between the User and the Company shall enter into force upon the User's electronic confirmation declaring that the User has understood and accepted this Agreement and upon completion of the registration process electronically, and shall remain in force unless terminated by the parties in accordance with the procedures specified herein. Users undertake to act in accordance with the provisions of this Agreement. By accepting this Agreement, the User acknowledges, represents and undertakes that the User has accepted all regulations regarding the services provided or to be provided by the Company on the Site, terms of use, content, applications and users.

2. Subject Matter

This Agreement is entered into for the purpose of determining the terms and conditions relating to the User's use of the cloud-based business management application accessible through the Site (“Application”) and the data uploaded by the User to the Site (“Content”), as well as the respective rights and obligations of the parties. All statements and regulations on the Site relating to services provided by the Company, content, usage and users constitute an integral part of this Agreement.

3. Rights and Obligations

3.1

The User represents that the User is aware that, in order to benefit from the Application, the User must provide the information requested by the Company completely, accurately and up to date and approve this Agreement. In the event of any change in the information provided during the establishment of User status, such information shall be updated immediately. The Company shall not be liable for any inability to access or use the Site or Application arising from incomplete, inaccurate or outdated information.

3.2

The User represents that the User is at least 18 years of age and has the legal capacity required to enter into this Agreement. If the User accesses the Site on behalf of a business, the User acknowledges and represents that the User has the necessary authority to do so. The User represents that, in all transactions and correspondence carried out on the Site, the User shall act in accordance with the provisions of this Agreement and all terms and conditions specified on the Site, and that the User understands and accepts such rules and conditions.

3.3

The User is entitled to establish only one User account. Following the suspension or termination of the User account by the Company, the User is prohibited from creating a second account using the same or different information. The Company reserves the right, at its sole discretion and without being required to provide any reason, to refuse the opening of a User account.

3.4

Access to the Site by the User shall be carried out by using the User's email address and password. The User shall be responsible for maintaining the confidentiality and security of such password, and all activities performed on the Site using such information shall be deemed to have been performed by the User. All legal and criminal liability arising from such activities shall belong to the User. The User shall immediately notify the Company upon becoming aware of any unauthorized use of the User's password or any other breach of security.

3.5

The User accepts and undertakes that the Application shall be used solely for lawful activities and that the User shall comply with this Agreement, its annexes, applicable legislation and all other terms and conditions specified on the Site regarding the Application. The User may use the Application and the Site on behalf of third parties provided that the User is authorized to provide services to such third parties. In such case, the User shall ensure that such persons also comply with this Agreement and all other provisions applicable to the User.

3.6

The User may from time to time authorize a third party (“Authorized User”) to use the Application. The identity of the Authorized User and the level of authorization within the Application shall be determined by the User. The User shall be responsible for the use of the Application by Authorized Users and shall at all times control their access to the Application. The User may at any time and without cause change an Authorized User's level of access to the Application or revoke such access. In the event of a dispute between the User and an Authorized User regarding access to the Application, the User shall determine whether and to what extent the Authorized User may access the Application or Content.

3.7

Content shared by the User shall remain the property of the User, and the User shall bear all responsibility relating to such Content. The Company shall have the right to use the Content within the scope of the license granted to it by the User under this Agreement. The Company shall not be held liable for the Content or for any loss or damage that may arise from such Content and, without limitation, shall have no responsibility with respect to legality, accuracy of the Content, authenticity of offers or notifications entered into the system. Compliance of all entered data and other matters with applicable legislation shall be solely the responsibility of the User.

The User acknowledges that the Company may delete Content from the Application and its systems, including entered data, where required by applicable legislation, and that the Company shall not be responsible for any damage that may arise within this scope, including loss of data. The Company may modify the content available on the Site at any time without prior notice. The Company may restrict third-party access to and/or delete information and Content uploaded to the system by Users. The Company may at all times monitor and retain Content uploaded to the Site by Users and communications conducted between Users through the Site.

3.8

Where the Company or Application is hosted by third parties, the User undertakes not to engage in any activity that may endanger the security or integrity of such third parties' computer and network systems; not to use the Application in a manner that prevents, damages or adversely affects the operation of the Application, the Site, other systems through which the services are provided, or the use thereof by other users; not to gain unauthorized access to the computer systems hosting the Application or to the Application beyond the scope of access granted to the User; and not to transmit or upload to the Site any files that may damage the Company's or third parties' computer systems, devices or software, or any unlawful Content, including copyrighted materials, trade secrets or other materials that the User has no right to use.

The User further undertakes not to modify, copy, adapt, reproduce, derive source code from or reverse engineer computer programs used in the provision of the services or operation of the Site except where absolutely necessary for ordinary use.

3.9

The User acknowledges that use of the Application may be subject to limitations, including monthly transaction and storage volumes. Such limitations shall be specified within the Application.

3.10

The User shall retain copies of the Content uploaded to the Application. Although the Company shall comply with the policies and procedures necessary to prevent data loss, the Company does not guarantee that Content will never be lost. The Company shall not be responsible for loss of Content, regardless of how such loss occurs.

3.11

The User shall not add, distribute or copy to the Site any Content protected by copyright or other intellectual property rights, trademarks or other proprietary information without the prior written consent of the relevant right holder. Pursuant to Law No. 5651 on the Regulation of Publications on the Internet and Combating Crimes Committed by Means of Such Publications, the Company is not obliged to monitor Content provided by the User or investigate whether any unlawful activity has occurred. The User acknowledges, represents and undertakes that the User shall be solely responsible for the Content provided to the Site and that the Company assumes no liability in this respect.

3.12

The Company shall store and use the information and data shared with it by the User in accordance with the “Privacy Policy”, which constitutes an annex to this Agreement. The User acknowledges that the Company may share information concerning the User with competent authorities where such disclosure is requested by authorized authorities pursuant to applicable legislation.

Information concerning the User and transactions performed by the User through the Site may also be used for purposes of ensuring User security, fulfilling the Company's obligations and carrying out certain statistical evaluations. The Company shall further have the right to share Content with other users where necessary to provide requested services such as sending invoices or sharing payment information.

If the User wishes to use Content belonging to other users, the User shall obtain the consent of the relevant users and use such Content solely within the scope of the consent granted by such other user. Such information may also be classified and retained in a database, and the Company may use the User's usage and transaction information for performance evaluations, marketing campaigns of the Company and its business partners, annual reports and similar activities, for the period necessary for such purposes, after anonymization of the relevant data. The User acknowledges that Content and other information may be stored by the Company or third parties in data centers located in Türkiye or abroad.

3.13

In the event of technical problems relating to the Application, the User shall make reasonable efforts to identify and diagnose the issue before contacting the Company. If the User continues to require technical support, such support shall be provided by the Company, where the applicable conditions are met and subject to the relevant fee, through the Site, the Application or other appropriate channels.

3.14

Where communication tools such as forums, chat tools or messaging centers are provided to the User through the Site, the User represents and undertakes that such communication tools shall be used only for lawful purposes. The User shall not use such tools for purposes outside the intended use of the Application, including for the sale of products or services, unsolicited emails sent without the recipient's consent, files that may damage third-party software or computer systems, insulting content directed at other users or any other unlawful content.

The User warrants that the User is authorized to make all communications conducted through the Site. The Company shall have no obligation to verify the appropriateness of communications made through the Site or whether such communications relate to the intended use of the Application. With respect to other web-based communication tools accessed through or used in connection with the Application, the User shall exercise the same degree of care required when using communication tools provided through the Site. The Company reserves the right to remove any communication tools provided through the Site at any time.

3.15

The Company may, without notifying the User and without obtaining the User's written or oral consent, amend, supplement, modify, shorten, separate, reproduce, copy, retain, process, change the format of or otherwise make changes to this Agreement and its annexes. Any such amendment shall become effective upon the User's next use of the Site. If the User does not accept such amendments, the User shall retain the right to terminate this Agreement in the manner specified below.

3.16

The User may not transfer or assign the User account or any rights and obligations arising from this Agreement or use of the Site to any third party in any manner.

3.17

If the User breaches this Agreement, any other terms and conditions applicable within the scope of the Site or any representations and undertakings made in this context, the Company shall have the right to suspend the User's membership or terminate this Agreement in the manner specified below and thereby terminate the User's status. In such event, the Company's right to claim compensation from the User for damages arising from such breach shall be reserved.

4. Payment Terms

4.1

The User may benefit from the Application in consideration for full and complete payment of the fees stated on the Site, using the payment terms and instruments specified on the Site, in accordance with Law No. 5464 on Bank Cards and Credit Cards and the Regulation on Bank Cards and Credit Cards published in Official Gazette No. 26458.

4.2

During the trial period, the User may use the Application without charge for the period specified on the Site. Upon expiry of the trial period, the User's membership shall become a paid membership, with applicable fees determined according to factors including membership type, service level, functionality, campaigns or contractual term.

4.3

For purposes of ensuring the operation of the system defined in this Agreement, www.dinamikcrm.com acts as an intermediary. In the event of non-payment, the Company shall have the right to terminate this Agreement and cancel the membership.

4.4

Fees relating to the Application, payment terms and the effective dates of such fees shall be announced in the relevant sections of the Site. The User may, at the User's discretion, upgrade or downgrade the membership package. Unless otherwise determined by the Company, such requests shall be implemented at the end of the relevant membership period.

Any changes to the fees and payment terms applicable to the membership package during the User's membership period shall not apply until the end of that membership period, and new fees and payment terms shall become effective upon commencement of the new membership period. If membership ends for any reason during the membership period, including termination of this Agreement, no refund shall be made.

4.5

Unless the User provides written notice to the contrary no later than 14 (fourteen) days before the end of the relevant period, the User's membership shall automatically renew at the end of each period.

4.6

At the beginning of the membership period, the Company shall send the invoice relating to usage fees to the contact address provided by the User. In the case of postpaid memberships, all invoices shall include the fees relating to the previous membership period; in the case of prepaid memberships, invoices shall include the fees relating to the following membership period. The User shall pay the relevant amount stated in the invoice within 14 (fourteen) days following the invoice date. The User shall be responsible for payment of all taxes and charges relating to such fees.

4.7

The Company or third parties approved by the Company may retain, in their capacity as Data Controller and in compliance with applicable law and legislation, the User's credit card and payment information for the purpose of carrying out membership and payment transactions, banking integrations and related updates.

5. Intellectual Property Rights

5.1

All rights, title and interest in and to the Site and the Application belong exclusively to the Company. All rights relating to the software used in the design and creation of the database of the www.dinamikcrm.com website belong to the Company. Copying or unauthorized use of such software, or reverse engineering of the software and technologies used, is strictly prohibited.

5.2

Under this Agreement, the User is granted a personal, worldwide, royalty-free, non-transferable and non-exclusive license to use the Site and the Application. Nothing in this Agreement or in any other conditions relating to the Site shall be interpreted as transferring to the User any rights, title or interest in the Site or Application.

5.3

The User shall not use the Company's or its affiliates', business partners' or similar parties' trade names, trademarks, service marks, logos, domain names or similar identifiers in any manner. The Company is the owner or licensee of all materials contained on the Website, including all domain names, logos, graphics, audio, icons, designs, texts, images, HTML code and other code, demonstrative, written, electronic, graphical or machine-readable technical data, as well as the sales systems, business methods and business models applied, together with all intellectual and industrial property rights relating thereto. Such materials are protected by law. Unless otherwise specified, they may not be used for commercial or personal purposes without authorization or without indicating the source.

5.4

Under this Agreement, the User grants the Company the right to use, copy, transmit, store and back up the User's information and Content for purposes including the User's access to and use of the Application and the provision of other services. The Company shall have the right to sublicense Content to third-party developers where required for the provision of the services.

5.5

The User shall have no right, for any reason or in any manner, to copy, modify, reproduce, reverse engineer, decompile or otherwise obtain the source code of the software on the Site or Application, or to create derivative works from the Site. Modification of browsers or content relating to the Site or creation of links to or from the Site without the Company's express permission is strictly prohibited.

6. Limitation of Liability

6.1

The Application, software and other content provided within the scope of the Site are made available by the Company in their original form and without modification. Accordingly, the Company makes no representation, warranty or undertaking regarding the accuracy, completeness or reliability of the Application, software or content. The User understands and accepts that the Company also makes no representation concerning the relationship between Content and other User data.

6.2

Although the Company aims to make the Application available and accessible 24 hours a day, 7 days a week, it does not guarantee the operability or availability of the systems that provide access to the Application. The Company: (i) does not warrant that the www.dinamikcrm.com website will be error-free, uninterrupted or secure, or that use of the Website or any content, search or link available through it will produce any particular result; (ii) does not guarantee that any file downloaded from www.dinamikcrm.com will be free from viruses or other harmful or destructive features; and (iii) shall not be responsible for any acts, omissions or conduct of third parties, Website users, advertisers and/or sponsors in connection with the www.dinamikcrm.com website or its use.

6.3

The Company takes reasonable protective measures. However, the Company accepts no liability for consequences arising from unauthorized persons obtaining User information as a result of attacks against the Company's computer network or the database information contained therein, or from malicious use of such information.

6.4

The User acknowledges and represents that links may be provided through the Site to other websites and/or portals, files or content not under the control of the Company, and that such links do not constitute an endorsement of the relevant website or its operator, nor any representation or warranty regarding the website or the information contained therein. The Company shall have no responsibility for portals, websites, files, content, services or products accessed through such links or for their contents.

6.5

The User acknowledges that access to and the quality of the Application and applications offered through the Site depend substantially on the quality of services obtained from the relevant Internet Service Provider and that the Company shall have no responsibility for problems arising from the quality of such services.

6.6

The User shall be solely responsible for the Content uploaded by the User and for use of the Site and Application. The User acknowledges and represents that the User shall not hold the Company liable for any claims, demands or liabilities asserted by third parties in relation to use of the Site. The Company shall incur no liability in the event of any such violation.

6.7

The Company shall in no event be liable for any direct, indirect, special, incidental, punitive or similar damages arising as a result of use of the Site, including, without limitation, loss of profits, loss of reputation or costs incurred in procuring substitute goods or services.

The Company further declares that it provides no express or implied warranties of any kind, including implied warranties of merchantability or fitness for a particular purpose. The Company shall not be held responsible for any damage arising from the conduct of third parties in connection with use of the Website.

6.8

In all cases, the Company's liability under this Agreement shall be limited to the amount paid by the User for the services subject to this Agreement up to the date on which the relevant damage occurred.

7. Effective Date and Termination

7.1

This Agreement shall enter into force upon its electronic acceptance by the User and shall remain in force unless terminated by either party in accordance with the provisions set forth below.

7.2

Either party may terminate this Agreement without cause and without paying compensation by providing written notice at least 1 (one) week in advance to the email address notified by the other party.

7.3

If either party fails to duly and fully perform its obligations arising from this Agreement and fails to remedy such breach within the period specified in a written notice provided by the other party, this Agreement may be terminated by the notifying party. If the breach is committed by the User, the Company shall have the right to suspend the User's status until the breach has been remedied. If the User violates applicable legislation, the Company may terminate the Agreement immediately for just cause.

7.4

Termination of the Agreement shall not affect any rights and obligations of the parties that have accrued up to the date of termination.

7.5

Upon termination of the Agreement, the User shall remain responsible for all fees and expenses accrued up to that date and shall no longer be entitled to use the Site or Application as of the termination date. No refund shall be provided to the User by the Company in the event of termination of prepaid memberships.

7.6

The Company may terminate this Agreement if the User's account remains inactive for 3 (three) months.

7.7

Provided that the User account has not been blocked for legal reasons, where the Agreement has been terminated, the Company shall provide read-only access to the Content for 6 (six) months.

7.8

The Company shall have the right to retain the Content in its databases for as long as this Agreement remains in force. Within 6 (six) months following the expiry of the User's membership period or termination of this Agreement, the User may obtain the Content without charge. The Company may charge a fee for requests submitted after expiry of this period. Applicable fees shall be specified within the Application.

8. Miscellaneous Provisions

8.1

The invalidity, illegality or unenforceability of any provision of this Agreement or any statement contained herein shall not affect the validity or enforceability of the remaining provisions of the Agreement.

8.2

This Agreement constitutes a whole together with its annexes. In the event of any conflict between this Agreement and its annexes, the provisions of the relevant annex shall prevail.

8.3

Communications with the User shall be made through the email address notified by the User to the Company or through general notices published on the Site. Communications made by email shall be deemed equivalent to written communication. The User shall be responsible for keeping the email address up to date and regularly checking the Site for notices.

9. Dispute Resolution

This Agreement and its annexes shall be governed by the laws of the Republic of Türkiye. The Istanbul (Çağlayan) Courts and Enforcement Offices shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement.