Individual Membership Agreement

 MEMBERSHIP AGREEMENT

1. PARTIES   

1.1. AZKarbon Elektronik Ticaret ve Hizmetler A.Ş. ("AZKarbon"),  the owner of the website www.azkarbon.com ("Platform"),  headquartered in Emrez Mah. Akçay Cad. No:64/2 Gaziemir/İzmir; and 

1.2.  Internet user who becomes a Member of the Platform ("Member").   

Each AZKarbon and Member shall be referred to as a "Party" and together as the "Parties". 

2. SUBJECT AND SCOPE OF THE AGREEMENT 

2.1. AZKarbon operates the online electronic commerce platform www.azkarbon.com ("Platform"), which is owned by AZKarbon, and brings together suppliers and service providers who aim to sell, consumers and people who purchase for professional and commercial purposes on a virtual platform, and is an "e-commerce intermediary service provider" in accordance with the Law No. 6563 on the Regulation of Electronic Commerce and a "hosting provider" in accordance with the Law No. 5651 on the Regulation of Publications on the Internet and Combating Crimes Committed through these Publications. 

2.2. The subject of this Membership Agreement ("Agreement") is to determine the conditions for the Member to become a Member of the Platform in order to purchase the products and services that the Member wishes to purchase online from AZKarbon's Platform and to benefit from the services and to determine the rights and obligations of the Parties.  

2.3. By accepting the provisions of this Agreement, the Member accepts all kinds of information and statements disclosed by AZKarbon regarding the use, Membership, and services to be received on the Platform and all sub-pages connected to the Platform. The Member accepts, declares and undertakes that they shall act in accordance with all kinds of matters specified in the statements mentioned above and the relevant legislation in force. 

2.4. AZKarbon is not responsible for the authenticity, reliability, accuracy or legality of any visual, written or other content on the Platform that is not published by AZKarbon and is not obliged to check the accuracy of such content. Nevertheless, AZKarbon reserves the right, at its sole discretion, to check the contents at any time and to disable or delete them if deemed necessary, but this shall in no way be construed to imply any liability on the part of AZKarbon. Persons who violate the rights of AZKarbon or third parties with any visual, written or other content published on the Platform are directly responsible for such violation. 

3. RIGHTS AND OBLIGATIONS OF THE MEMBER 

3.1. The Member accepts, declares and undertakes that all information provided by the Member while becoming a Member of the Platform and all information to be provided thereafter are accurate and complete. The Member shall immediately indemnify AZKarbon for all damages incurred by AZKarbon due to the untruthfulness, misleadingness and violation of any applicable legislation of the information provided by the Member. AZKarbon has no obligation to investigate any information entered into the Platform by the Member and to verify its accuracy and legality. AZKarbon cannot be held responsible for any damages that may arise in any way whatsoever due to incorrect information and content.  

3.2. Persons under the age of 18 and adults who lack the power of discernment or are restricted cannot become a Member of the Platform. 

3.3. The username and password information required by the Member to perform transactions on the Platform is created by the Member during the realisation of the Membership, and the security and confidentiality of such information is the sole responsibility of the Member. The Member cannot give the password in question to other persons or organisations. The right of the Member to use the relevant password belongs only to them. The Member shall be solely responsible for the security, storage, keeping away from the knowledge of third parties and use of the tools (e-mail, username, password, etc.) of the Member that provide access to the Platform. 

3.4. The Member accepts, declares and undertakes that the transactions carried out with the user name and password belonging to them have been carried out by them, that the responsibility arising from these transactions belongs to them, that they shall not raise any objection that they have not carried out the business and transactions carried out in this way or that they shall not refrain from fulfilling their obligations based on the objection. The member accepts, declares and undertakes that they are exclusively responsible for all liability that may arise for this reason and all claims and demands that may be asserted against AZKarbon by third parties or competent authorities and that they shall cover all damages and losses incurred by AZKarbon. 

3.5. The Member shall be responsible for any damages that may arise due to the Member sharing their password with third parties. They accept, declare and undertake that they are exclusively responsible for this reason and all claims and demands that may be asserted against AZKarbon by third parties or competent authorities and that they shall cover all damages and losses incurred by AZKarbon. AZKarbon reserves all kinds of compensation and other claims arising from such unauthorised use.  

3.6. In case there is a dispute as to which person the membership rights and obligations belong to and in case such persons request AZKarbon in this regard, AZKarbon shall accept that the last person who paid AZKarbon for any service using the relevant Membership account is the owner of the Membership account and shall act accordingly. 

3.7. The Member agrees not to access the data of other Members and supplier members who sell Goods/Services on the Platform ("Supplier Member") without authorisation and not to use them in any way whatsoever. Otherwise, any liability belongs exclusively to the Member.  

3.8. The Member may not log in to the Platform via robot or automatic login methods, may not engage in activities that prevent or make it difficult for other users to access the Platform to the detriment of other members and/or may not attack the personality and property rights of other Members. The Member may also not reserve product stocks displayed on the Platform to the detriment of other users without the intention to make a purchase. It may not use any technology that damages the Platform or any content on the Platform or spread viruses, or use the Platform for any illegal or fraudulent purpose. The Member may not use the Platform to create, control, update and/or change databases, records or directories on behalf of any person.  Otherwise, the Member shall be solely liable for all kinds of damages and compensation claims of third parties.  

3.9. AZKarbon has taken the necessary measures to protect the Platform from viruses and similar dangerous software within the current possibilities but does not guarantee their absence. The Member is required to procure its virus protection system and take the necessary precautions. The Member accepts, declares and undertakes to carry out all activities carried out on the Platform in a manner that shall not technically damage the Platform in any way. The Member cannot hold AZKarbon responsible for any errors and damages that may occur in its own software and operating systems and any loss of information.  

3.10. The Platform may contain links and references to other websites not owned/affiliated with AZKarbon. The Member accepts, declares and undertakes that AZKarbon shall not hold AZKarbon responsible for the content of these sites and any unlawfulness therein. 

3.11. The Member accepts and undertakes not to obtain the Goods/Service request directed to the Supplier Member that they have contacted through the Platform from the Supplier Member in any medium other than the Platform, except in cases expressly approved by AZKarbon, not to communicate with the Supplier Member outside the Platform without the knowledge of AZKarbon, and not to accept the Supplier Member's request to offer goods/services outside the Platform and with different sales conditions. The Member shall not contact the Supplier Member in any way whatsoever without AZKarbon's knowledge.  Otherwise, the Member shall, without prejudice to and in addition to AZKarbon's other rights arising from the law, pay the penal clause equal to the sales price of the Goods / Services in question to AZKarbon immediately and in cash upon its first request.  

3.12. While using the Platform, the Member accepts, declares and undertakes to act in accordance with this Agreement, all other rules specified on the Platform, applicable legislation and moral rules, not to commit any violation, not to engage in any behaviour that disrupts public order, violates public morality, disturbs and harasses others, and infringes the intellectual rights of others. Otherwise, all legal and criminal liability belongs exclusively to the Member.  

3.13. The posts made by the Member on the Platform, as well as the ideas, thoughts, and comments declared by the Member, are entirely the personal opinions of the Member, and AZKarbon has no responsibility for them. If any such request is addressed to AZKarbon, AZKarbon shall forward such request to the relevant person. In the event that AZKarbon incurs any damages due to the ideas, thoughts, and comments mentioned above, the Supplier shall reserve the right to recourse to the relevant person. 

3.14. The Member may not transfer its rights and obligations under this Agreement, in whole or in part, to any third party. 

3.15. Except for the services provided exclusively by AZKarbon directly to the Member through the Platform, in the purchases of goods or services to be made by the Member through the Platform, the purchase and sale relationship is established between the relevant Member and the electronic commerce service provider Supplier Member who sells the goods or provides the service in question, and AZKarbon is not a party to the said sales relationship. In this regard, the Supplier Member shall be personally and exclusively responsible for the quality of all goods and services exhibited and sold on the Platform, their compliance with the legislation, the provision of warranty certificates, user manuals, etc., invoicing and delivery of other necessary documents and after-sales service etc. services required and the delivery of goods and services in due time. The Member accepts and declares that AZKarbon does not have any responsibility regarding the supply of goods and services and these issues and that it shall direct all its requests directly to the Supplier Member in this regard.  

3.16. Any administrative, legal and criminal liability that may arise due to the Member's failure to comply with the terms of this Agreement, even if not expressly stated in this Agreement, belongs to the relevant Member. 

3.17. The Member accepts and declares that they are aware that all software that enables them to benefit from the Platform is not generally error-free and that AZKarbon makes no representations and warranties regarding such software.  

3.18. The Member accepts and declares that they have no right to benefit from any contractual provision or facility added to the Platform in accordance with the Consumer legislation in relation to their purchases for professional and commercial purposes.  

3.19. The Member accepts, declares and undertakes that if their membership is suspended or terminated by AZKarbon, they do not have the right to become a Member with another user account on the Platform and that they shall not engage in such behaviour. 

3.20. AZKarbon processes and protects the personal data of the Member in accordance with the Personal Data Protection Law No. 6698 and the relevant legislation. The Member can access detailed information on the processing and protection of personal data at https://azkarbon.com/kisisel-verilerin-korunmasi/. 

4. AZKARBON'S RIGHTS AND OBLIGATIONS 

4.1. AZKarbon reserves the right to change, update, suspend or terminate the terms of this Agreement and/or any content and services offered on the Platform at any time without any prior notice or warning. The amended provisions of the Agreement shall be effective for the Member as of the date of their publication, and the Member shall be deemed to have accepted them by continuing to use the Platform. However, if the provisions of the relevant legislation expressly require their approval by the Member, AZKarbon shall have the right and authority to restrict, prevent, suspend or terminate the Member's membership, in whole or in part, unless the Member approves them. 

4.2. AZKarbon may use the personal information of the Member for commercial purposes such as (i) conducting studies on the particular preferences and interests of the Members in order to facilitate the use of the Platform and (ii) necessary communication, promotion, delivery of goods, advertising, etc. to content providers and web services users. The Member accepts and declares that they consent to this matter. AZKarbon also reserves the right to keep a record of the Member's shopping activities on the Platform. The Member agrees that if they access the Platform over the internet, AZKarbon may record their access information and IP numbers for statistical purposes and that records called "cookies" may be placed on all computers they use to access the Platform in order to facilitate re-entry to the site.  

4.3. AZKarbon may disclose the personal information of the Member to the relevant persons when requested as a legal obligation, for the purpose of complying with legal requirements or when AZKarbon believes in good faith that it is necessary to protect and defend the rights of AZKarbon and the Platform.  

4.4. The personal data received from the Member both during the Membership to the Platform and during shopping may be transmitted to the relevant persons who may be a party to the dispute in order for the parties to exercise their legal rights, limited only to the subject and scope requested, in disputes arising between other Members and / or those who sell products / services, in matters that may constitute fraud, misuse of the Platform and criminal offences within the meaning of the Turkish Penal Code. 

4.5. AZKarbon may temporarily suspend or altogether terminate the operation of the Platform at any time and without any prior notice. Accordingly, AZKarbon shall have no liability whatsoever to the Member or third parties.  

4.6. AZKarbon is not responsible for any interruption and/or disruption of service due to technical failure or any other reason.  

4.7. In the event of fraud, data breach or any other situation that creates a suspicion of cyber security risk, AZKarbon has the right to cancel the order it considers relevant without prior notice to the Member. The Member has no right to make any claim against AZKarbon due to this cancellation. 

4.8. The Platform may link to other platforms and/or other content owned and operated by third parties that are not under AZKarbon's control. These links are provided for the Member's ease of navigation and do not endorse any platform or the person operating such platforms. It does not constitute a representation or warranty of any kind regarding the information contained in the linked platforms. AZKarbon has no responsibility for the platforms and their contents accessed through the links on the Platform, and any damages that may arise from the use of these areas are the Member's responsibility.  

4.9. AZKarbon shall be authorised to collect the price of the goods and services sold on the Platform on behalf of the relevant Supplier Member based on the authority in the contracts signed with the Supplier Members that offer the goods and services on the Platform for sale. In cases where the collection is made in this way, the Member who performs the purchase transaction shall be released from the payment obligation to the Supplier Member, the seller of goods and/or services, by the payment to be made as shown on the Platform. The invoice for such purchase shall be issued by the relevant Supplier Member and sent directly to the Member.  

4.10. AZKarbon is not responsible for the services provided and the content published by third parties within the Platform. 

5. INTELLECTUAL PROPERTY RIGHTS 

5.1. AZKarbon owns all intellectual property rights to the AZKarbon brand and logo, the Platform's design, software, domain name and any trademarks, designs, logos and all other content created by AZKarbon in relation to it. The Member may not use, share or make any changes to them without the written consent of AZKarbon.  

5.2. All intellectual property rights (copyrights and other rights) on the source code, data code, software and database within the system and their developed versions regarding all software constituting the Platform belong exclusively to AZKarbon or AZKarbon has the right to use them, regardless of location, duration, content, medium and number. These cannot be copied by the Supplier Member without the express written consent of AZKarbon; cannot be processed or reverse engineered in whole or in part; cannot be reproduced directly or indirectly in whole or in part of the original and/or to be processed; cannot be disseminated in any form or method; cannot be utilized directly or by means of representation in public places by means of means of signal, sound or picture transmission; cannot be used in digital media and/or mobile devices, cannot be transmitted to the public and cannot be made available to third parties; cannot be recorded on any means of data transmission known at the date of the Agreement or to be produced by technical means to be developed after the date of the Agreement; cannot be used in any audiovisual work and cannot be transmitted to the public, exhibited, modified, adapted or translated by means of methods known at the date of the Agreement or to be developed in the future, by means of means of signal, sound and/or image transmission or by rebroadcasting. 

5.3. In the event that the Member infringes the intellectual property rights of AZKarbon or third parties, including those who sell on the Platform, the Member shall be obliged to compensate AZKarbon for all damages arising from such infringement. 

6. LIMITATION OF LIABILITY 

AZKarbon shall not be liable for any direct or indirect damages that may arise due to breach of contract, tort, or any other cause of action arising out of access to the Platform, use of the Platform or the information and other data, programs, etc. on the Platform. AZKarbon does not accept any liability for interruption of the transaction, error, omission, or interruption as a result of a breach of contract, negligence or other reasons. By accessing or using this Platform or other linked web areas or by using the Platform, it is accepted that AZKarbon is released from all liability, damages and claims, including court and other costs, which may arise as a result of use/visit.  

7. TERMINATION OF THE AGREEMENT 

7.1. In the event that the Member breaches any provision of this Agreement or AZKarbon has a reasonable suspicion of such breach, AZKarbon may unilaterally terminate the Agreement by cancelling the Member's Membership.  

7.2. In addition to Article 7.1. above, AZKarbon has the right to unilaterally terminate the Agreement after 5 years from the date of the Member's last transaction.  

7.3. The Member has the right to terminate the Agreement and leave the membership by notifying AZKarbon at any time.  

8. RESOLUTION OF DISPUTES 

8.1. Istanbul Anatolian Courts and Enforcement Offices are authorised to resolve disputes arising from this Contract.  

8.2. AZKarbon's records (including records on magnetic media such as computer-audio recordings) shall constitute conclusive evidence in resolving any dispute that may arise from this Agreement and/or its implementation. 

9. INTEGRITY OF THE AGREEMENT 

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof. If any provision of this Agreement is held to be invalid in whole or in part by any competent court, arbitration panel or administrative authority, this Agreement shall be deemed severable to the extent of such invalidity, and the other provisions shall remain in full force and effect. 

10. FORCE MAJEURE 

If other events ("Force Majeure") such as employee-employer disputes, cyber-attacks, communication problems, infrastructure and internet failures, improvement or renewal works related to the system and failures that may occur for this reason, power outage, fire, explosion, storm, flood, earthquake, migration, epidemic or any other natural disaster or any other event including insurrection, embargo, state intervention, riot, occupation, war, mobilisation, strike, lockout, labour action or boycott beyond AZKarbon's control, which is not due to its fault and which could not have been reasonably foreseen prevent or delay AZKarbon from performing its obligations under this Agreement, AZKarbon shall not be liable for any obligations whose performance is prevented or delayed as a result of Force Majeure and this shall not be considered a breach of this Membership Agreement.  

12. NOTICE 

Notification: AZKarbon shall communicate with the Member via the e-mail address provided by the Member when registering or by making calls and sending SMS to the phone number. The Member is obliged to keep their e-mail address and phone number up to date. 

13. ENFORCEMENT 

This Agreement has entered into force as of the moment it is approved electronically by the Member. Approval of the Agreement by the Member shall be deemed to mean that each provision has been read and understood in its entirety.