USER AND MEMBERSHIP AGREEMENT

1. PARTIES

This User and Membership Agreement (“Agreement”) is made and entered into by and between Burcu Bostancı Ş.Ş. (“La Baia”), owner of www.labaiaatelier.com and mobile device applications, located at “Darüşşafaka Mah. Gazeteciler Sokak Gazeteciler Sitesi Sarıyer İstanbul”; and the internet site user or the user who is a member of the application installed on mobile devices (“Member”), who becomes a member by accepting the following conditions on www.labaiaatelier.com (“Site”) and the mobile device application (“Application”), in order to determine the conditions regarding the Member’s use of the services offered by La Baia.

La Baia and the Member shall be referred to individually as “Party” and collectively as “Parties” in this Agreement.

2. DEFINITIONS

User: The person who visits the Site and the Application by shopping or without shopping.

Member: The real and legal person who wishes to benefit in order to purchase products from La Baia, fills out the Membership Form (“Form”) completely, and whose membership is approved by La Baia.

Users who are 18 (eighteen) years of age or older can become members by filling out the Form on the Site completely with their true identity information. Companies (sole proprietorships and partners), Collective Companies, Simple Limited Companies, Limited Companies Divided into Shares, Limited Companies, Joint Stock Companies, Cooperatives and other institutions that want to become members can become Members and transact on behalf of their institutions by filling out the Form on the Site completely with the legal information of their 18-year-old legal representative. The “Member Name” is specific to each member and the same “Member Name” is not given to two different Members.

3. SUBJECT OF THE AGREEMENT

The subject of this Agreement covers the rights and obligations of the Member’s use of the Site and the Application, the services to be provided by La Baia from the date of activation of the Member. By signing this Agreement, the Member acknowledges, declares and undertakes that he/she knows all his/her obligations.

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1. In order to acquire membership status, the User who wants to become a Member must approve this Agreement on the Site and/or Application, fill in the requested information accurately and up-to-date, and the membership application must be approved by La Baia. Following the approval process, this matter will be notified to the Member and the Membership status will begin. Thus, the Member will be able to benefit from the rights specified in the Agreement and the relevant parts of the Application and will be responsible for the obligations.

4.2. The User who wants to become a Member must be 18 (eighteen) years of age or older. Persons under the age of 18 (eighteen) cannot shop from the Site and/or Application. By entering the Site and/or becoming a member, the person declares and accepts that he/she is over 18 (eighteen) years of age.

4.3. The User can also shop through the Site or Application. However, only Members can benefit from various advantages.

4.4. The Member declares that he/she accepts to act in accordance with the provisions of this Agreement, all the conditions specified on the Site and the Application, the legislation in force and the rules of morality in the transactions and correspondence he/she performs on the Site and the Application. The legal and criminal responsibility for the transactions and actions performed by the Member within the Site and the Application belongs to him/her.

4.5. The Member acknowledges that the address, e-mail address, fixed and mobile telephone lines and other contact information he/she has provided in the Form or updated later by himself/herself are correct before the law, that he/she is liable to compensate La Baia for all damages incurred due to the inaccuracy of this information, that La Baia has the right to contact the Member via e-mail, SMS, telephone calls and other means for communication, marketing, notification and other purposes through the information he/she has provided, that La Baia can contact him/her to carry out the above-mentioned communication activities with the approval of this Agreement unless a written notification to the contrary is made, that he/she can use his/her information within the framework of his/her own marketing activities, and that he/she can share it with third parties within the framework of the Personal Data Protection Law.

4.6. The trademarks, trade names, titles, logos, graphics, designs, images, general appearance, trade presentation, texts and all other materials, technical data on the Site and the Application and its extensions, if any, are the property of https://www.labaiaatelier.com and its affiliate La Baia and are under legal protection. The text and graphic files offered on the Site and the Application are protected by copyright and/or registered trademark laws or any other intellectual property rights belonging to https://www.labaiaatelier.com. For this reason, no element, including any text or visual material on the Site, the Application and its extensions, if any, can be used without prior permission. No material and functionality on this Site and Application may be published, copied, reproduced, modified, reproduced, translated into another license, sent by mail, uploaded to a computer and used for any purpose, linked, or used on other websites without the permission of La Baia. All other rights other than these are reserved, and La Baia has the right to resort to all legal and criminal remedies in case of acting contrary to these. The Member acknowledges and declares that he/she knows all these issues.

4.7. La Baia is not responsible for price and content errors caused by typesetting and system errors and reserves the right to cancel incorrectly displayed orders.

4.8. La Baia has no responsibility in any case and in any way for direct and/or indirect damages that may arise for any reason as a result of entering the Site and the Application and its extensions, if any, and using the information and other data on the Site.

4.9. In case of linking to internet site/sites that La Baia does not own through the Site; La Baia has no legal, criminal, administrative or other responsibility in any case and in any way for the contents of these site/sites and/or the links they contain. The Member and Users know, accept and declare that the risks that may arise in case of entering these linked sites and any damages that may occur belong entirely to the Member and Users.

4.10. La Baia has no responsibility for any reason whatsoever for the interruption, deletion, loss of the membership process, delay in the transaction, computer virus infection, unauthorized entry into the records, theft, modification or use of the records.

4.11. The processing date of Wire Transfer/EFT orders is not the date the order was placed; it is the date on which La Baia confirms that the payment has reached La Baia’s bank accounts.

4.12. In Wire Transfer/EFT orders, orders that are not paid within 72 (seventy-two) hours and then the “I made a Wire Transfer/EFT” button is clicked and/or the transaction is not notified to La Baia via e-mail are canceled. The Member and the User know and accept this.

4.13. La Baia cannot keep the stock of all the products it offers for sale on the Site. Some of the ordered products are manufactured upon order. However, for various reasons, it may not be possible to produce the products that are ordered and not in stock. In this case, the person placing the order is informed via e-mail or telephone, and the amount received for the product is refunded to the credit card if the order was placed using a credit card; if it was placed via wire transfer/EFT, it is refunded to the bank account without any penal clause, interest, etc.

4.14. In case of detection of incorrect, incomplete and misleading information entered on the Site, information and statements contrary to general moral rules and public order and the legal rules of the Republic of Turkey, activities that threaten the security of the Site and the operating system, attempts to change, delete the information in the Site content and similar situations, the Member and User’s access to the Site may be blocked by La Baia, Membership may be suspended. La Baia reserves all legal and criminal rights, including the right to unilaterally terminate the Agreement, against persons and institutions involved in such activities.

4.15. The username and password information required by the Member to perform transactions on the Site and/or Application is created by the Member, and the security and confidentiality of the said information is entirely the Member’s responsibility. The Member acknowledges, declares and undertakes that the transactions performed with his/her username and password have been performed by him/her, that the responsibility arising from these transactions belongs to him/her in advance, that he/she cannot assert any defense and/or objection that he/she has not performed these transactions in this way, and/or that he/she will not refrain from fulfilling his/her obligations based on this defense or objection. The Member does not have the right to share information such as membership name and password with third parties and organizations, to access and use the information of other members. The Member is solely responsible for any damages arising from the Member’s said contrary act. All legal, administrative and criminal liability arising from such uses shall belong to the Member.

4.16. While using the Site, Members and Users undertake to comply with the notifications to be published by La Baia regarding the services it provides, and with all kinds of legal regulations, especially the Turkish Penal Code, the Turkish Code of Obligations, the Turkish Civil Code, the Turkish Commercial Code, the Law on Intellectual and Artistic Works, the Industrial Property Law; in case of contrary use, they declare, accept and undertake that all kinds of legal, criminal and administrative responsibility will belong to the Member and User.

4.17. The Member and User may not use the Site for an illegal purpose that is contrary to general morality, disrupts public order, and is disturbing to others.

4.18. La Baia has the right to temporarily/permanently block the use of the Site and/or close the account of the Member or User, and to unilaterally terminate the Agreement, if it is determined that its Members and Users do not comply with the obligations listed in this Agreement and/or the general rules specified on the Site, although not listed here.

4.19. The Member and User declare, accept and undertake to indemnify La Baia for any damages it may incur due to its breach of the obligations undertaken by this Agreement, and that La Baia has the right to recourse to its Members and Users for any compensation and/or administrative, judicial fines that La Baia may be obliged to pay to public institutions and/or third parties due to the Member and User’s breach of the Agreement.

4.20. If the Member wishes to cancel his/her membership, he/she must notify this request to info@labaiaatelier.com via e-mail or to 0850 255 65 55. If the membership is canceled, the authority to enter the site as a Member will be removed.

4.21. The storage of all kinds of correspondence made by Users and Members with La Baia is entirely their responsibility, and La Baia cannot be held responsible in any way for the deletion and/or loss of these correspondences.

4.22. If the Member terminates his/her account, La Baia reserves the right to delete/not delete the information regarding the account, to share/not share it with third parties within the framework of the Personal Data Protection Law. In this case, the Member has no right to claim any rights and compensation from La Baia in any way.

4.23. The relationship of the Members with other members is entirely their responsibility, and the Members cannot engage in activities (spam, viruses, trojan horses, etc.) and transactions that prevent or hinder other members and/or Users from using the site without being a member. Otherwise, La Baia reserves the right to file a criminal complaint and disclose the identity information of the Members if a request for investigation is received from the official authorities, and has the right to terminate the Membership account and demand compensation for any damages incurred and/or to be incurred.

4.24. Although La Baia has taken measures to prevent the Site and the Application from containing viruses, etc., Members must also supply a virus protection program to ensure ultimate protection. The Member is responsible for all damages that may occur in their own software and operating systems by entering the website and using the mobile application.

4.25. La Baia may unilaterally change the provisions of this Agreement and all kinds of policies, terms and conditions, including the Privacy Policy on the Site and the Application, at any time it deems appropriate, without prior notice to the Member, and then by announcing it. La Baia reserves the right to temporarily/permanently suspend the services provided to Members and Users and to change its content. The changed provisions of this Agreement shall become effective on the date they are announced on the Site and the Application, and the remaining provisions shall remain in force and continue to have force and effect.

4.26. The Member may not assign its rights or obligations in this Agreement, in whole or in part, without the prior written consent of La Baia.

4.27. The ideas and opinions expressed and used by Members and Users on the Site and the Application are entirely the personal views of the relevant persons and bind the opinion holder. La Baia has no responsibility for the damages that third parties may incur due to the ideas and opinions expressed by these persons and for the damages that Members and Users may incur due to the ideas and opinions to be expressed by third parties.

4.28. The Parties agree that in the disputes that may arise within the scope of this Agreement, all official books and commercial records of La Baia and the e-archive records, electronic information and computer records kept in La Baia’s database and servers shall constitute binding, definitive and exclusive evidence, and that this article is a contract of evidence in the sense of Article 193 of the Law of Civil Procedure No. 6100.

4.29. La Baia may share the Member’s information with the relevant authorities in case of a request from the authorized authorities in accordance with the legislation in force.

4.30. The personal data obtained from the Members during membership to the Site and the Application and/or during shopping may be transmitted to other Members who may be a party to the dispute, limited only to the requested subject, in order for the parties to exercise their legal rights in disputes arising from fraud, abuse of the Site and the Application, and issues that may constitute a crime in the sense of the Turkish Penal Code.

4.31. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof. If any provision of this Agreement is determined to be wholly or partially invalid or unenforceable or unreasonable by any competent court, arbitration panel or administrative authority, such invalidity, unenforceability or unreasonableness shall be deemed severable from this Agreement to the extent of such invalidity, unenforceability or unreasonableness, and the remaining provisions shall remain in full force and effect.

5. CONFIDENTIALITY

5.1. La Baia attaches importance to the processing, ensuring the security and protection of the personal data provided to it by the Member through the Site and the Application in order to benefit from the services offered on the Site and the Application, in accordance with all kinds of legislation, including the Personal Data Protection Law No. 6698. In this context, La Baia collects, uses, transfers and otherwise processes the personal data provided by the Member in accordance with the Privacy Policy at labaiaatelier.com. The Privacy Policy is an integral part of this Agreement.

5.2. By using the services and/or creating an account, the Member expressly and freely consents to the collection, use, transfer and other processing of his/her personal data as set out in the Privacy Policy. The Member will be able to access the conditions regarding the use of personal data and La Baia’s policies on this matter via labaiaatelier.com on the Site.

5.3. The personal data declared by the Member on the Site and the Application and consented to be shared; is collected, stored, processed, used and shared with third parties based on contractual relations by La Baia or its business partners in accordance with the Privacy Policy for the purpose of fulfilling the obligations determined by this Agreement, carrying out the applications required for the operation of the Site and the Application, providing and offering various advantages for the Member, and making all kinds of electronic communication, profiling, statistical studies for advertising, sales, marketing, surveys, similar purposes specific to the Member.

5.4. The Member acknowledges and declares that he/she consents to the use and storage of his/her personal data in this way by La Baia. La Baia will take all kinds of measures to ensure that the said personal data is stored securely in accordance with Article 12 of the Personal Data Protection Law No. 6698, to prevent unauthorized access and unlawful data processing. The Member has the right to use his/her rights under Article 11 of the Personal Data Protection Law No. 6698 on his/her personal data and to make changes or updates to this data at any time.

6. FORCE MAJEURE

If events beyond La Baia’s control occur, including but not limited to labor-management disputes, including riots, embargoes, governmental interventions, insurrections, occupations, wars, mobilizations, strikes, lockouts, work actions or boycotts, cyberattacks, communication problems, infrastructure and internet failures, system improvement or renovation efforts and failures that may occur as a result, power outages, fires, explosions, storms, floods, earthquakes, migrations, epidemics or other natural disasters, and other events that are not caused by La Baia’s fault and cannot be reasonably foreseen (“Force Majeure”) prevents or delays La Baia from fulfilling its obligations under this Agreement, La Baia cannot be held responsible for its obligations that are prevented or delayed as a result of Force Majeure, and this situation cannot be considered a violation of this Agreement.

7. ENFORCEMENT

By reading, completing, and approving the form, or by using the Site and Application to receive services or place orders, the Member declares, accepts, and undertakes to comply with this Agreement. The Agreement may be terminated unilaterally by La Baia without any warning upon the termination of the membership or the occurrence of any of the termination events listed in this Agreement.

8. AUTHORIZED COURT

This Agreement shall be exclusively subject to the laws of the Republic of Turkey. Any dispute arising from or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Istanbul Anatolian Consumer Arbitration Boards and the Istanbul Anatolian Courts and Enforcement Offices.

9. NOTIFICATION

9.1. The e-mail address that the Member has notified to La Baia is accepted as the e-mail address to which the legal address will be requested for all notifications regarding this Agreement. All notifications made to the Member using this e-mail address are deemed to have been received by the Member 2 (two) days after the e-mail was sent.

9.2. The Parties agree that requests to the old e-mails will be valid and deemed to have been made to them, unless they notify the other party in writing of changes in their current e-mails within 5 (five) days.

This Agreement, consisting of 9 (nine) articles, has been read and fully understood by the Member in each provision and has entered into force as of the moment it is approved electronically. In addition, the Member declares, accepts and undertakes that the information he/she provides about himself/herself is accurate and that he/she consents to all commercial content sent to him/her after this approval.