MEMBERSHIP AGREEMENT

 

1. DEFINITIONS OF THE PARTIES AND OTHER TERMS

On one side, Arena Bilgisayar Sanayi ve Ticaret A.S., resident at Merkez Mahallesi, Gokturk Caddesi No. 4, 34077 Gokturk/Eyup/Istanbul, holding the website www.automind.com.tr (hereinafter referred to as "Arena"),

and

On the other side, members (users) visiting the website www.automind.com.tr and intending to purchase products by completing the Customer Membership Form (hereinafter referred to as the "CUSTOMER/MEMBER" in this Agreement).

 

1.1 "Membership Registration Form" refers to the electronic form designed to enable users, who intend to benefit from the services provided by ARENA, to input their personal, corporate, contact, or financial information in a digital medium. This form facilitates the storage of such information and serves as a database created to respond to users' requests.

1.2 "Membership Agreement" or "Agreement" refers to the contractual framework governing the use of the www.automind.com.tr website and its associated services.

1.3 "Service Product" refers to the products ordered by the CUSTOMER/MEMBER through the website www.automind.com.tr, owned by ARENA, and subsequently distributed by ARENA, in compliance with the applicable laws of the Republic of Turkey (including but not limited to the Turkish Commercial Code and the Code of Obligations).

1.4 "Pre-Information Form" refers to a document provided to the CUSTOMER/MEMBER prior to the completion of a purchase, containing an overview of the service product, including its scope, terms, consultancy fees, state-imposed charges, service commencement and termination periods, as well as relevant legal and regulatory summaries.

1.5 "Company Profile" refers to a type of informational record that includes the contact, corporate, personal, and financial details provided by the CUSTOMER/MEMBER intending to purchase a service product. This profile may also outline the nature of the customer’s inquiry, along with details such as the corporation, individual or legal entity status, number of branches, dealers, or vehicles associated with the customer.

 

2. MEMBERSHIP FEE

Membership is entirely free of charge. ARENA shall not, under any circumstances, demand a membership fee.

 

3. APPROVAL OF THE AGREEMENT

A CUSTOMER/MEMBER intending to register on the ARENA website is required to first complete the Membership Registration Form and explicitly accept and commit to the terms of the Membership Agreement. Membership registration and, by extension, agreement approval shall be deemed to have been completed upon the CUSTOMER/MEMBER marking the checkbox next to the "I have hereby read and agreed upon the Agreement" option at the bottom of the page, followed by clicking the "Save" button.

 

4. DEFINITION OF SERVICES PROVIDED TO THE CUSTOMER/MEMBER

By completing the Membership Registration Form and accepting the Agreement, the registered corporation, real person, or legal entity is granted the right to purchase the service products publicly announced on the website, receive consultancy services, and access exclusive content and services available only to registered members on the website.

 

5. OPERATION OF THE MEMBERSHIP SYSTEM

ARENA shall provide the CUSTOMER/MEMBER with an exclusive email address and password to let them access and operate the system on pencere.com, enabling them to place orders and conduct transactions. This email, used as a username, is unique to each CUSTOMER/MEMBER and shall not be assigned to another individual.

The password is confidential and known only to the CUSTOMER/MEMBER, who may change it at any time. The selection and protection of the password are solely the Customer/Member’s responsibility. ARENA advises not to use easily accessible personal information, such as birth dates or phone numbers, as passwords.

In case the CUSTOMER/MEMBER loses their password, they can use the "Forgot Password" option to have their forgotten password sent to the email address registered in the system by ARENA via email.

 

6. LOGIN

In order to access exclusive services, content, and service products, the CUSTOMER/MEMBER is required to enter his email address and password. This process is referred to as "Member Login."

Once logged in, the CUSTOMER/MEMBER shall be able to view the services available to them. By placing an order through www.automind.com.tr using their password, the CUSTOMER/MEMBER acknowledges that the CUSTOMER/MEMBER has read and understood the essential specifications of the product, its sale price, payment method, and delivery details as provided in the pre-information form.

Furthermore, confirming this information electronically and proceeding with the order, the CUSTOMER/MEMBER hereby agrees and acknowledges to perform all obligations arising from the order under the terms of this Agreement.

 

7. OBLIGATIONS OF THE CUSTOMER

7.1 Accuracy of Information Provided

The CUSTOMER/MEMBER is solely responsible for any damages, legal consequences, or penalties arising from the inaccuracy, misleading nature, or incompleteness of the information provided in the Membership Registration Form while utilizing ARENA’s online services.

In such cases, the CUSTOMER/MEMBER hereby acknowledges and agrees that their membership may be terminated by ARENA at its sole discretion.

7.2 The CUSTOMER/MEMBER hereby agrees and undertakes that the copyright of the services, working files, software, and materials on the site provided by ARENA is owned by ARENA, that these services, working files, software, and materials on the site cannot be copied, reproduced, distributed, exhibited, uploaded, replayed, mailed, transmitted, internally but not limited to electronic, mechanical, photocopy, recorded or reproduced in any other way, offered for the benefit of third parties, and marketed in any way other than as specified herein.

7.3 The CUSTOMER/MEMBER hereby acknowledges not to hold ARENA responsible for any damages possibly resulting from unauthorized access to their purchased data (in cases where the member shares their information with other people or the member fails to exit the website safely, etc.), provided that no negligence can be attributed to ARENA.

7.4 The CUSTOMER/MEMBER hereby agrees and undertakes that it shall not use ARENA's internet services for commercial or advertising purposes without the permission of ARENA, that ARENA is entitled to take necessary interventions, exclude the member from the services, and terminate its membership in case of any breach of the rules, that CUSTOMER/MEMBER is personally responsible for all transactions conducted by the CUSTOMER/MEMBER itself with its e-mail address that serves as its username. Additionally, the CUSTOMER/MEMBER hereby agrees and undertakes that it has read, accepted, and undertaken all the issues in the Preliminary Information Form on Pencere.com in a way as not to give rise to any objections later.

7.5 The CUSTOMER/MEMBER hereby agrees that all official announcements published on www.automind.com.tr shall be deemed formally received and acknowledged by them.

7.6 The CUSTOMER/MEMBER hereby expressly consents to ARENA sending promotional campaign notifications, updates, and announcements via SMS or email regarding www.automind.com.tr.

7.7 The CUSTOMER/MEMBER is obliged to submit to ARENA in writing any consumer complaints made directly or indirectly to the Consumer Court or Consumer Arbitration Committee regarding the products provided to it by ARENA within 48 hours from the date of notification or to notify the case until the preliminary examination hearing at the latest if a lawsuit is filed against him/her in the Consumer Court. ARENA shall not be responsible for the adverse results of complaints and lawsuits that failed to be submitted in writing on time and for which a complete defence is not provided. In the case of failure to comply with the obligations in this article, the CUSTOMER/MEMBER hereby agrees and acknowledges that it shall lose the legal recourse rights exercised against ARENA and shall have waived these rights in advance.

7.8 The CUSTOMER/MEMBER agrees to comply with the Third-Party Shipment Conditions outlined in Annex 1 and the Confidentiality Obligations specified in Annex 2. CUSTOMER/MEMBER and ARENA hereby agrees and undertakes to act in accordance with the provisions of the Confidentiality Obligations in Annex 2.

 

9. ARENA'S AUTHORITIES

ARENA may temporarily suspend or completely stop the operation of the system at any time and if deemed necessary. ARENA shall have no liability to its Members, solution partners, and third parties due to the temporary suspension or cessation of the system. In case of unforeseen and possible force majeure, ARENA shall not undertake to provide its services timely, securely, and without any default under any circumstances, to always ensure accurate and reliable results obtained from the use of the services and to ensure satisfaction of everyone's expectations about the service quality.

 

10. RIGHT TO TERMINATION AND REVISION

10.1 ARENA may revise or terminate this Agreement at any time. This Agreement may be amended depending on the infrastructure arrangements to be foreseen by Arena. These amendments shall be put into effect by announcing them at least 10 days in advance on www.automind.com.tr and if required, they may also be announced to the Company by e-mail. However, process changes required to be changed urgently and possibly resulting in serious damage, if continued, may immediately be implemented by announcing the same via e-mail and/or fax, as well as publishing these amendments on www.automind.com.tr.

10.2 Where the CUSTOMER/MEMBER decides that the newly created processes are not appropriate for their system or that they cannot be productive with this working method, they shall notify Arena in writing at least 7 days before the start of the new application to exit the scope of this Agreement. In case of failure to make this notification timely and under the procedure, the CUSTOMER/MEMBER shall be responsible for all damages that may arise.

 

11. APPLICABLE PROVISIONS

In disputes that may arise in relation to this Agreement, the provisions in this Agreement shall essentially be applicable, and in cases where there are no provisions in this Agreement, the provisions in the Preliminary Information Form shall be applicable. In case of failure to settle the dispute according to the provisions of the Agreement, the Laws of the Republic of Turkey (Turkish Commercial Code, Code of Obligations, etc.) shall be applicable.

 

12. JURISDICTION AND EXECUTION OFFICES

Istanbul Central Courts and Execution Offices shall have jurisdiction for the implementation of this Agreement and for the disputes and resolutions possibly arising from the disagreements of the parties.

 

13. EFFECTIVENESS

This Agreement consisting of 13 (thirteen) articles and 2 (two) annexes shall be entered into by and between the Parties for an unlimited term and shall enter into effect after the CUSTOMER/MEMBER completes the “Membership Registration Form”, approves the “I have read and accepted the Agreement” option at the bottom of the form and clicks the “Save” button.

 

The annexes of this Agreement, including the Pre-Information Form and Confidentiality Obligations, constitute an integral part of this Agreement.

 

ARENA BILGISAYAR SANAYI VE TICARET A.S.                                                         THE CUSTOMER

 

 

 

ANNEX 1 - Third-Party Shipment Conditions

The rules that the CUSTOMER/MEMBER is obliged to comply with during the shipment and delivery of products to be shipped to their customers or third parties by Arena are set out below:

 

1. DEFINITION

1.1 Third Party refers to the real persons and legal entities other than the CUSTOMER/MEMBER and their branches and Arena.

1.2 Company Official refers to the Customer's authorized person using www.automind.com.tr and/or the person(s) using the company extension e-mail address.

1.3 Other terms and abbreviations are used in parallel with the "www.automind.com.tr Membership Agreement".

 

2. RULES

2.1 The CUSTOMER/MEMBER may place orders required to be delivered to a Third Party via email, connact, www.automind.com.tr, or through Arena Customer Representative. In case of orders placed through the Customer Representative, the Third-Party information and shipping address are required to be sent to the relevant customer representative via e-mail.

2.2 Third-party shipment orders placed in writing through the CUSTOMER/MEMBER's authorized official to use www.automind.com.tr and/or via the CUSTOMER/MEMBER's e-mail address are taken as purchase orders and implemented accordingly.  Consent of the authorized signatory is not required. The CUSTOMER/MEMBER is responsible for the competence of the personnel using www.automind.com.tr and/or the accuracy of the written information received from the e-mail addresses.

2.3 Deliveries are made to the notified address of the 3rd Party specified in the order and the names of the persons to whom the delivery is made are recorded. The CUSTOMER/MEMBER shall also provide Arena with the identification information such as the Turkish Identity Number, etc. of the Third Party to whom the products are to be delivered.

2.4 Arena is entitled and authorized not to accept a shipment request to a 3rd Party, if it finds it inappropriate for any reason.

2.5 Records regarding the delivery are provided to the CUSTOMER/MEMBER upon request.

2.6 If the products are delivered to the third parties indicated in the order, the Customer/Member hereby agrees and acknowledges that the goods in the delivery note are to be deemed to have been received in person, completely and without any defects.

2.7 Any damages that may arise from the inaccuracy of the delivery address provided by the Customer/Member or from the third parties at the provided address refraining from signing or not receiving the products shall be the responsibility of the CUSTOMER/MEMBER.

2.8 Any legal expenses, efforts, and damages that the third party to whom the delivery was made may incur due to applications, complaints, and demands to mediators, courts, Consumer Arbitration Boards, and similar authorities, addressing only Arena, due to defective products and for reasons outside the scope of warranty, shall all be borne by the CUSTOMER/MEMBER. The CUSTOMER/MEMBER cannot raise any objections to these amounts and Arena may collect its receivables from the CUSTOMER/MEMBER's rights and receivables through exchange-setoff and may pledge, block, and/or recourse to these rights and receivables.

 

3. MISCELLANEOUS

3.1 The CUSTOMER/MEMBER hereby agrees, acknowledges, and undertakes that it has accepted and shall fully perform all the terms and conditions set forth in Article 2. Rules.

3.2 The CUSTOMER/MEMBER hereby agrees and undertakes that all delivered products have been taken delivery by them at the time of shipments made during the processes described in Article 2, and that the sales prices related to these deliveries shall be paid to Arena in a lump sum by the CUSTOMER/MEMBER and only by them under the purchase conditions. The delivery of the products to a third party shall not mean that the CUSTOMER/MEMBER's debt to Arena has been transferred to the third party.

3.3 The effectiveness of these terms and conditions depends on the existence and continuation of the www.automind.com.tr Membership Agreement and the commercial relationship between the parties. In case the CUSTOMER/MEMBER fails to partially or completely perform any of the obligations determined under these conditions, this breach shall also be considered a breach of the www.automind.com.tr Membership Agreement. Arena shall be entitled to annul the Customer/Member’s authorization to purchase and sell goods within this scope at any time and without prior notice, without any reason, by simply giving notice.

3.4 The Parties hereby agree and acknowledge to act as per Personal Data Protection Law No. 6698.

 

ANNEX 2 – CONFIDENTIALITY OBLIGATIONS

1. DEFINITIONS

In these "Confidentiality Obligations," the following words and expressions shall have the meanings set forth below:

1.1 "Party" refers to each of the parties to the Agreement, namely ARENA and the CUSTOMER/MEMBER.

1.2 "Receiving Party" refers to the Party that receives Confidential Information from the other Party.

1.3 "Disclosing Party" refers to the Party that discloses Confidential Information to the other Party.

1.4 Other terms and abbreviations are used in parallel with the www.automind.com.tr Membership Agreement.

 

2. PROTECTION AND RETURN OF CONFIDENTIAL INFORMATION

2.1 "Confidential Information" is related to all information obtained by the Receiving Party before and/or during the Agreement regarding the Parties' activities, employees, relationships with third parties, tangible, intellectual, or industrial assets, or any other matters related to the Parties and it refers to all information that the Disclosing Party is legally required to keep confidential or considers confidential for commercial reasons is included regardless of whether or not the information belongs to the Disclosing Party or has been developed by the Disclosing Party, and whether or not it is explicitly listed in this clause.

2.2 For the avoidance of doubt, Confidential Information includes, but is not limited to, the following:

2.2.1 Any information provided to or obtained by the Receiving Party in any form, whether written or verbal, and whether or not it is referred to as "confidential" or "private," as long as the Disclosing Party considers it commercially sensitive.

2.2.2 Any information regarding the relationship between the Parties, including all information obtained before, during, and after any work carried out under this Agreement.

2.2.3 Any software developed or licensed by the Disclosing Party or third parties on behalf of the Disclosing Party, including all stages of software development, software outputs, all program elements (source code, machine code, binary code, etc.), all the multimedia elements (menus, screens, structures, organizations, etc.), all human- or machine-readable forms of the software, diagrams, flowcharts, designs, models, reports, process documents, forms and substances where the relevant program  or information is saved, written, defined, as well as printed materials or other media where customer or supplier information is kept;

2.2.4 The Disclosing Party’s marketing and sales plans, product development plans, competitive analyses, benchmark test results, business and financial plans or estimates, non-public financial information, contracts, customer information stored on behalf of the Disclosing Party within or outside the Disclosing Party, lists of customers and other consultants;

2.2.5 Any information obtained from the Disclosing Party that is not publicly available;

2.2.6 Any inventions, formulas, designs, developed technologies, “know-hows”, work products, experimental studies, R&D studies, studies in the development phase, any information used or to be used by the Parties, whether or not subject to intellectual and industrial property;

2.2.7 Any information, documents, or materials related to purchasing, logistics, accounting, trade, and licensing activities;

2.2.8 Materials related to copyright, business plans, organization, structuring and activity results, product development details, application solutions, documents, drawings, trademarks, patents, industrial design information, designs, models, software, designs and developments, names, and sensitive information belonging to customers, research results, business development and marketing information or information related to customer workplace applications, visual samples or models;

2.2.9 Information that can be obtained by examining, testing, and using similar methods the devices or components that the Disclosing Party can provide to the Receiving Party;

2.2.10 All kinds of information regarding the facilities, production, and workplace practices of the Parties;

2.2.11 All kinds of intellectual, financial, commercial, technical, and similar information that the Parties are obliged to keep confidential based on the legal relationship(s) they have established with third parties;

2.2.12 Information regarding other companies that the Parties are partners in or that the Parties' partners are partners in or the Parties' partners, as specified above.

2.3 The Parties are obliged to protect the Confidential Information with utmost confidentiality throughout the term of the Agreement and following the termination of the Agreement for any reason, not to disclose it to any third party, and not to use it in any way other than for disclosure. However, the Receiving Party may use and/or disclose Confidential Information, provided that the use or disclosure is expressly permitted in writing by the Disclosing Party or if it is legally required or necessary for the performance of the Agreement, and strictly limited to this matter.

 

3. OWNERSHIP OF CONFIDENTIAL INFORMATION

The ownership of all the disclosed Confidential Information and copies thereof shall belong to the Disclosing Party or the person who had ownership of such Confidential Information before its disclosure. The Disclosing Party reserves all existing and applicable copyright, patent, trademark, trade secret, know-how, and/or all other industrial or intellectual property rights over the Confidential Information or any part thereof. No license or right of use or similar right is granted to the Receiving Party over the relevant Confidential Information under the Agreement.

 

4. TERM OF THE AGREEMENT

4.1 These Confidentiality Obligations have been concluded for an indefinite period and shall survive and remain in effect even in case of termination of the Agreement.

4.2 The Parties shall immediately, as of the date of termination of the Agreement and in any case within no later than 30 (thirty) days after the written request of the Disclosing Party, return all copies of the relevant Confidential Information to the Disclosing Party, together with the originals, to the extent appropriate, and shall destroy all materials and data containing Confidential Information that may be in its possession or under its control.

 

5. PENALTY CLAUSE

Each Party hereby agrees and undertakes to pay the other Party, in cash and lump sum, a penalty of TRY 20,000 (Twenty Thousand Turkish Liras) for each case, upon the first written request of the relevant Party, in case the relevant Party fails to fully, properly and/or timely perform its obligations set forth in these Confidentiality Obligations or breaches any provision of the same. In addition, the Parties hereby agree and undertake to promptly indemnify upon first request of the other party against its damages to be incurred and any amount to be paid to third parties by that party, apart from the amount of the penalty clause and independently and separately from the amount of the penalty clause, if the conditions specified in the legislation and the Agreement are fulfilled. The Parties reserve other rights arising from the Agreement and the law.

For the avoidance of doubt, the penalty clause regulated as per Article 5 shall only be applied in terms of the Confidentiality Obligations, and not be imposed in terms of the provisions included in the main text or other annexes hereto.

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