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MEMBERSHIP AGREEMENT
ABOUT XPERITUM:
https://xperitum.com/about
1. SUBJECT MATTER
This agreement sets forth the conditions to become a member of and use the web site, namely www.xperitum.com, which is set up by CENTRA UZMAN İNSAN KAYNAKLARI VE TEKNOLOJİLERİ TİCARET ANONİM ŞİRKETİ as well as the remedies to be applied in case of a dispute. The Expert/Principal agrees and acknowledges that s/he has read, understood and agreed the provisions of the agreement by subscribing to the website.
2. PARTIES
This agreement is deemed to be entered into between CENTRA UZMAN İNSAN KAYNAKLARI VE TEKNOLOJİLERİ TİCARET ANONİM ŞİRKETİ and the Expert/Principal, who enrols to the website of www.xperitum.com (the “Website”), when the user agrees the agreement on the virtual platform, for the purpose of the user to be a member of the website and informed of the conditions of the usage of the website.
3. DEFINITIONS
Site: The website active under the domain name of www.xperitum.com
Service: The applications provided by the Website so that the principals and experts may purchase/sell goods/services.
Employer: The natural person who enrols to the Website and enjoys the services provided by the Website in accordance with the conditions to use the Website.
Expert: The person who renders his/her service which is produced by his/her knowledge, skills and expertise and the copyrights of which belong to himself/herself, to the principal in accordance with the conditions to use the Website in return for a fee
Member: The person at over 18 years of age who enrols to the Website as a Principle and/or an expert..
Secured Payment System: The service provided by the Website to make the payment under the Contract of Work between the Principal and the expert.
Xperitum Pool Account: The secured account held by the Website or the business partners of the Website in which the price of the work shall be in custody during the course of the work as a requirement of the Secured Payment System.
Work: The product/service/work to be created by the expert upon the request of the Principal.
Contract of Work: The contract which is agreed between the expert and the principal specifically for each work commenced to be produced and which includes the terms and conditions regarding production, delivery and payment, etc. The contract shall be kept by the Website and the Members shall be able to reach it at any time until the expiry of the same.
SincApp Application: The application by which the experts can inform that they commence to work, keep it online during the course of work and can record their work by screen and camera shots; which can be stopped when the work finishes; and by which the principals may track the working period of the experts as well as the progressing of the work. For details please see:http://www.xperitum.com
Agreement: The membership Agreement governing the conditions to use the services on the website by the members.
4. SCOPE OF THE AGREEMENT and SIGNATURES
This agreement includes the conditions required for members to enjoy the services of the website. Members agree, acknowledge and undertake by agreeing with the provisions of this agreement on the virtual platform and by being a member of the website that they agree with all of the rules introduced by the website to enjoy the services of the website; that they are at the age of over 18; and that they shall comply with all responsibilities when using the services.
5. TYPES OF MEMBERSHIP
Standard Membership : refers to a membership that enables those who become a member to the Website and may make an offer up to 20 works benefit from the services of the Website without any requirement to pay a monthly membership fee. FOR DETAILS PLEASE CLICK HERE.
Pro Membership : refers to a membership that enables those who become a member to the Website by paying a monthly fee of TRY 20 (VAT included) and may make an offer up to 50 works benefit from the services of the website. FOR DETAILS PLEASE CLICK HERE.
Platinum Membership : refers to a membership that enables those who become a member to the Website by paying a monthly fee of TRY 50 (VAT included) and may make an offer to the works without being subject to any amount limitation benefit from the services of the website. FOR DETAILS PLEASE CLICK HERE.
6. CONDITIONS TO BE A MEMBER AND TO USE THE SERVICES
6.1 Those who shall enjoy the services of the website by being a member agree, acknowledge and undertake to enter all information requested at the time of enrolment completely and accurately; and not to disclose information such as user password and user name with third parties. Member shall inform the Website in case s/he suspects that her/his user password is used by third parties Members shall be responsible from all direct/indirect damages that may arise from inaccurate, missing, erroneous information that are provided with at the time of being a member or disclosure of the member information to third parties. Members agree, acknowledge and undertake this matter. In case the website suspects that the membership information entered by the member is inaccurate, it may request all types of information and document from the member for verification purposes. Until the accuracy of the information entered by the member is verified, the membership may be suspended by the website. In case it is determined that the information entered by the member is inaccurate, the membership shall be terminated by the website.
6.2 Parties agree, acknowledge and undertake that the website shall not be held responsible in any case or under any condition from the damages which another member may suffer due to the fact that members enter their personal information incorrect or incomplete.
6.3 Members shall enter the personal information, contact information and e-mail addresses requested from them by the website correctly, and shall complete the membership transaction by agreeing this agreement. The website shall inform the members of any changes in services, conditions of the services, etc. by sending e-mails to the e-mail addresses entered by the members during enrolment. For this reason, members acknowledge, agree and undertake to provide the website with the updated e-mail addresses that they use actively.
6.4 Members may not transfer their rights and authorities under this agreement in whole or in part to third parties without the written approval of the website.
6.5 Members may enjoy the services provided by the website only for legitimate purposes. Members shall bear all legal and criminal responsibilities resulting from their transactions.
6.6 Members acknowledge, agree and undertake not to process, duplicate, publish, disclose to public all types of visual data, texts, audial image, database that are included in the website in a manner that may be infringing personal rights, rights in rem and assets of the other members of the website or third parties. Members shall be liable for the all types of monetary/moral, direct/indirect damages that may arise from the breach of the members of the obligations provided in this article. The website shall in no way be held liable in connection with for matters.
6.7 Members acknowledge, agree and undertake not to use the Website for the attacks such as bombing mails, hacking, spreading virus, time-bombing or as a robot, data provider, database or a structure in which other software tools shall be integrated; not to use or disclose the other members’ names, contact details, information regarding the works uploaded on the website or accepted on the website.
6.8 Members acknowledge, agree and undertake not to use the website to transfer money among other members, as a collusive transaction; not to benefit from the payment vehicles in the website in a manner other than the services of the website; not to manipulate the operation of the website. In the event that the website suffers from any damage due to such reasons, the member/principal/expert shall be liable for compensation of the entire damage and his/her membership shall be terminated, and a criminal complaint shall be filed against the users that use the website for their actions that are considered as a crime.
Members acknowledge, agree and undertake that this agreement shall not only on virtual platform on which the website is but also all types of channels such as mobile media.
6.9 The website enables the members to receive promotive and informative messages to be sent from the website, at their discretion. Members acknowledge, agree and undertake that they consent the website to send all types of promotive and informative messages on all media including mobile platform on which the website is active. Members have the right to change the Contact Settings on receiving promotive and informative messages. The website shall not be held liable in any case, in the event that members who did not consent to receive promotive and informative messages suffer from damages due to non-receiving of notifications.
6.10 The Website shall be the sole authority to allow entrance to the Website. Members acknowledge and agree that they may not claim compensation and/or enjoy any such right from the Website due to the fact that the website shall not have access temporarily during regular works or network operations.
7. MEMBERSHIP RIGHTS AND OBLIGATIONS
7.1 Once members agree on the work to be done and its conditions in principle; members shall agree the Contract of Work prepared by the website and undertake to comply with all liabilities set forth in such contract.
7.2 Principles agree, acknowledge and undertake that the works they request to be done from the members of the website comply with all conditions to use set forth in this agreement as well as the laws. No contract of work that has a subject conflicting with laws may be agreed between principles and members.
7.3 All legal liabilities with respect to the work requested by principles and done by members and all types of contents that are produced by the members shall be borne by the respective persons. Members agree, acknowledge and undertake that the website functions only as a hosting provider. Principle agree, acknowledge and undertake that the price of the work that is under custody at the Xperitum Pool Account shall be transferred to the expert’s account upon the receipt of the work requested by the principle and that the principle shall approve such transaction. The principle shall be deemed as it has received the work and has approved the transfer of the price of the work that is under custody at the Xperitum Pool Account to the expert’s account, in case the principle does not declare within two days following the receipt of the work that it shall not return the work; or that the work is not defective or does not comply with the contract; or the work is accepted.
7.4 In case of any dispute on the delivery of the work, the quality of the work, any defect in the work, avoidance of contract or termination of contract, The Expert and the Principal shall apply to the arbitration service provided by the Website.
7.5 Expert agrees and acknowledges that it shall do the work that is requested to be done by the principle in a diligent manner by using his/her all skills and experiences and in accordance with the request.
7.6 The Contract of Work shall be drafted by the website pursuant to the understanding between the principle and the expert. The Contract of Work shall include certain matters such as the lead time, the additional period to be granted to the expert according to the conditions changed, the grace period to be granted to the expert to fix the non-compliances in case the principle considers that the work done does not comply with the contract, termination of the contract, contract price, etc.
7.7 The website shall not be responsible for any tax liabilities that may arise from the transactions done via the website by the members. All tax liabilities that may arise shall be borne by the members.
7.8 Members agree, acknowledge and undertake that they shall be responsible from all rights and receivables as well as the costs and attorney fees arising from the claims that may be raised and actions that may be initiated by the expert or the principle whom s/he entered into a Contract of Work, due to the failure of the performance of their obligations under this agreement both during the course of the work and also following the work is done and delivered. The website shall always be entitled to recourse to the members about the attorney fees, compensations and other claims that may arise from all the actions to be initiated by the members against the website Site.
8. RIGHTS AND OBLIGATIONS OF THE WEBSITE
8.1 Website agree, acknowledge and undertake that the member is authorized to disclose the confidential/special/commercial information pertaining to her/himself to the necessary official bodies under the compulsory provisions of the laws and regulations in force; and that they shall not raise any compensation claims under any name due to such matters from the website.
8.2 The Website may exercise its right to change the services and contents, to block the contents and information uploaded by the members and the members from the access of third parties, to delete such contents at any time without giving any notice.
8.3 The Website may request the members to change or completely remove the contents and information uploaded by them, when necessary. In case the member does not change/remove such content requested from the website within the time requested, the member that does not comply with such request within the time requested shall be responsible from all legal and criminal liabilities of the website.
8.4 The third parties that are not under the control of the website may provide links to other websites and/or platforms set up or operated by the providers and other persons or files or contents pertaining to the same. Such links may be provided by the members or the website only for the ease of reference, and such provision does not aim to support such website or the operator nor represent or guarantee the website or its content. Members agree, acknowledge and undertake that they hereby agree with this matter.
8.5 The names and surnames used at the time of enrolment to the website by the members are subject to the provisions under this Membership Agreement. Members must not infringe the copyrights, tradenames, trade names of third parties when entering the names and surnames. In the event members do not comply with this provision, the website may either request the member to fix such non-compliance to the Membership Agreement or may cancel the account of the member permanently or temporarily without giving any notice to the member, at its discretion.
8.6 The website may investigate and browse any content and/or message for the purpose of detecting any message or content on the website between the members that does not comply with the operation of the website and/or the Membership Agreement and/or general terms and conditions of the website and/or general ethic rules and that are not acceptable to the website. The website may block the access to the messages and/or the content detected at any time and in any manner; may warn the member creating such message and/or content in writing and/or terminate the membership of such member permanently or temporarily without giving any notice to the member.
8.7 Members and the website are completely independent from each other. No partnership or employment relation is constituted between the same.
8.8 The website is authorized to pay and receive the payment on behalf of the members (sender or receiver) as defined in article 12/2/b of the LAW numbered 6394 CONCERNING PAYMENT AND SECURITY SETTLEMENT SYSTEMS, PAYMENT SERVICES AND ELECTRONIC MONEY INSTITUTIONS. Members agree, acknowledge and undertake that they appointed the website as their proxy regarding such transactions of receiving and making the payments.
8.9 There is no partnership, employment relation other than the intermediation relation for the transactions of receiving and making the payments stated in article 8.8 is constituted between the members and the website. Members agree, acknowledge and undertake that the website only acts as a service provider in accordance with article 2/m of the law numbered 5651.
8.10 Experts may download the application of SincApp developed by the website into their computers which they do the work on. By the help of such application, the principal may track the working hours of the experts and the progress of the work and also may share opinions. When applied to the Xperitum Arbitration System, the working data recorded by the experts shall be benefitted. Therefore, it would be beneficiary for experts to download and use the application of SincApp.
9. SERVICES PROVIDED BY THE WEBSITE
The website provides services of connecting the communication between the principal and the expert; provision of information to the principals about the progress of the work being done by the members that downloaded the application of SincApp; auditing the parties when necessary; provision of the transfer of the payment between the parties via Xperitum Pool Account; and acting as an arbitrator between the parties in case of a dispute.
ARBITRATION SERVICE:
The website, by respecting both side’s rights in equity, shall act as an independent arbitrator between the parties in case of a dispute arises on the delivery of the work, avoiding from the Contract of Work, termination of the Contract of Work, failure by the principal to receive the work, failure of the principal to approve the transfer of the price of the work in the custody of the Xperitum Pool Account to the expert and on similar matters, and shall review the reasons that give rise to the dispute in detail and shall direct the parties to meet on a common ground. Apart from the mediation activity of the website, the parties shall have the right to recourse to all types of official and legal proceedings at any time. The website does not intend to restrict the right of members to recourse to legal proceedings, by this provision. As a result of reviewing, the arbitrator may render decisions on partial payment, full payment of the work price, termination of the contract of work without compensation or similar decisions. In case the expert, principal or both sides fall in dispute they may apply to arbitration to settle such dispute.
Arbitrator fee may not be more than TRY 50 for the works the price of which are equal to and less than TRY 500, or be more than 10% of the work price if the work price is more than TRY 500.
10. PRICING AND RETURN
10.1 The member principals shall transfer the price of the work to the Pool Account of the website following the execution of the Contract of Work with the expert they decided to work with. Upon the delivery of the work without any problem the principal shall approve the transfer of the price of the work which it deposited into the Xperitum Pool Account, to the expert. An amount of 18% of the price of the work which the principal deposited into the Xperitum Pool Account shall be retained by the website as a service fee. The website shall issue the invoice, amounting to the service fee, to the expert and send the same to the electronic mail address entered by the expert during the enrolment.
10.2 The website may make a discount on the service fee amount stated in article 10.1 based on a campaign or promotion initiated by itself.
11. CONFIDENTIALITY
The website may use the information of the members in accordance with the provisions stated in the Confidentiality Policy section of this agreement. The website shall not disclose the information of the members to third parties and institutions in cases other than those provided in the agreement.
12. APPLICABLE LAW AND JURISDICTION
The interpretation and, application of the agreement and all disputes shall be governed by Turkish law, and Istanbul Courts and Execution Offices shall have the jurisdiction.
13. MISCELLANEOUS
Intellectual Property: All studies regarding the copyrights shall either be owned by the website or used under a license of a third party. In this regard, the members may not, including but not limited to, process, duplicate, publish, spread, sell or act in any way to infringe the intellectual property rights of any studies which the website has a copyright on, including but not limited to contents, designs, graphics, html codes and other codes pertaining to the website. Member conflicting with such liabilities shall be responsible from all damages which the website, third parties or licensors suffer/s as well as from the court fees, attorney fees and all types of accessory costs.
All rights of the website on the services, website information, website design, website logo, domain name, tradename, commercial know-how, all types of studies that may be subject to copyrights, all intellectual property rights and knowhow rights are reserved. They may not be exercised by third parties or members.
14. TERMINATION OF THE AGREEMENT
14.1 This Membership Agreement shall be effective for the term the membership of the member survives.
14.2 It shall terminate upon leaving of the member from membership.
14.3 The Website shall always have a right to terminate this agreement and end the membership in case it determines that the member breaches the provisions of the membership agreement.
14.4 Articles 6.5, 6.6, 7.7, 8.7, 9.1, 8.9, 11 and 13 shall survive for an indefinite period upon termination of this membership agreement.
14.5 In case the membership of the member terminates and there is any amount pertaining to such member in the pool, the arbitrator shall review and decide on whether such amount shall be returned to such member or not. Member may always recourse to legal proceedings about such amount in the pool.
15. EFFECTIVENESS AND EXECUTION
This agreement shall be deemed executed on the date of approval on the virtual platform by the members and entered into force upon approval of the membership by the website.