1. PARTIES AND SUBJECT MATTER
This Membership Agreement (“Agreement”) is executed by and between;
internationalFunction OÜ.. (“iO” or “Company”) resides at; Harju Maakond, Kesklinna linnaosa Viru valjak 2 10111, Tallinn, Estonia, and the real person user becoming a member via the website and/or mobile application (“Member); in order to set out the terms and conditions regarding the use of provided Services and to establish the respective rights and obligations of the Parties.
The Member agrees and declares to have read the entire Agreement, to have understood its content in full and to approve all of its provisions.
Product(s): All products, whether designed by iO or not, made available at the Website, in order to enable the Members to execute their transactions as specified in this Agreement. Member(s): Real persons over 18 years of age, accessing the Websites and whose membership is approved by IO.
Website: means the Website or the digital Company that can be accessed through the domain name www.happy-nes.com and/or any sub-domain names, where Happy-Nes provides the Services within the scope specified herein.
Mobile Application (when needed): The software that the members may need to download to their mobile phones from the digital source conforming with the mobile phone software in order to make use of the Website.
Member Page: Member-exclusive webpage where the member may carry out certain transactions in order to make use of various applications, Product details available on the Website and enter its personal details, which can be accessed by means of a username and password specified by the Member.
3. RIGHTS AND OBLIGATIONS
3.1 In order to gain a member status, the User, who is older than 18 years and willing to be a member, is required to approve the Membership Agreement available on the Website; to complete it with true and authentic information in line with the information requested on the membership form and the membership application of the User must be evaluated and approved by the Company. The Membership status becomes effective when the approval procedure is completed and notified to the user via e-mail and by this way, the Member becomes eligible to rights and undertakes the obligations set out somewhere else in this Agreement and applicable parts of the Website. The User and the Member shall be personally
liable for all damages that might arise due to provision of misinformation that are not meeting the membership requirements.
3.2 Membership rights and obligations are exclusively personal to the person whose membership is approved only and the Member may in no event assign or transfer its such rights and obligations to any third party in part or in full. In case of a dispute regarding whom the membership rights and obligations belong to and if the said individuals assert claims and rights from the Company in this respect, the Company shall be entitled to make identity checks or individual interviews, to carry out any investigation necessary to arrive at a decision; and shall reach a final decision so as to accept only one individual’s ownership of the respective account’s rights and obligations and take actions accordingly. In such a case the
Company shall not be liable for any damages or losses on 3 rd parties.
3.3 The Member agrees and represents that in case he is willing to launch his membership and/or purchasing process over the Website or Application, he shall be obliged to fulfil all necessary legal obligations and procedures, including those ones set out in the Website; that the Company shall be under no obligation in connection with the failure to perform the said liabilities and procedures. The Member shall be liable for all losses that may be suffered by the Company in connection with his payment for the use of Services and moreover he shall
pay all losses that may arise from potential claims from Banks and cardholders and that are attributable to payment systems upon first request and along with all accessories.
3.4. The Member, agrees and undertakes that such information, contents and ads to be uploaded by itself to the Website shall be true and lawful, and not be unlawful or unethical or shall not be intended to defame, disparage, discredit, libel, swear, threaten or harass; that the publication of such information and contents shall not cause any breach of the law in line with the applicable legislation; that it shall not cause the violation of any rights. Legal-penal liability in any situation or transaction shall be borne by him.
3.5 The right to process any and all personal data that the Member shares over the membership account shall belong to the Company provided that all legal consents shall have been obtained. All the personal data shall be treated on high privacy basis. However, upon a request from the competent authorities pursuant to the applicable legislation, the Company shall share the membership details available with the relevant competent authorities. Such information may be disclosed to any party to any potential dispute that may arise as between
the members and such disclosure shall be strictly limited to the purpose of allowing other users to exercise their statutory rights.
3.6 Certain user name and password details that the member shall need to have access to the Membership Page and to carry out certain transactions shall be created by the Member and the security and confidentiality of the said details shall be his full liability. The Member agrees, represents and undertakes that any transaction executed by using his user name and password shall be deemed to have been executed by him, that the liability arising from such transactions
shall be borne by him in advance; that he shall not raise any objection and/ or plea that such transactions have not been committed by him and/ or he shall not avoid the fulfilment of his obligations based on such plea or objection.
3.7. The Company is the sole owner of all contents posted and available on the Website and it shall not permit or consent to any unlawful use thereof, including, in particular, any and all uses mentioned below, and the acquisition, reproduction, process and use of the contents or the insertion of any link to such contents.
The use of the Website by the Member or a third party to create, control, update or change a database, record or guideline that belongs to the Buyer or a third party;
The use of the Website in its entirety or any part thereof for violation, modification or reverse engineering purposes;
Execution of transactions by using wrong information or the details of another user; creation of fake user accounts by providing wrong or misleading personal data, place of residence, e-mail address, contact, payment or account details, and the use of Website over these accounts in an unlawful manner and beyond the use of terms hereof or membership agreement or annexes or their scope; the unauthorized use of any other user’s account; creating accounts or becoming a party to transactions by using a false name or by pretending to be someone else;
The use of the Website for any unlawful purpose or for fraudulent transactions,
The use, reproduction, change, transmission or replacement of the Website content or the contents of any third party in its entirety or any part thereof without any permission as the same may be under the protection of law or may be copyrighted, including personal confidentiality or broadcast/ publication rights;
Manipulation of the price of any transaction or intervention with the transactions of other users;
Use of comments, reply or rating features for any reason beyond their intended
purpose or purposes beyond Website (publication of details of an Event on the
Website or any Member comments outside the Website etc.)
Distribution of chain letters or spam;
Transmission of any virus, malware or other damaging technology for the Website, its database or any content on the Website;
Collection of any information of Users or Members, like their e-mail addresses,
without any permission;
Attempts to have access to the Website in a manner that poses unreasonably or
disproportionally large loads on the communications and technical systems designated by the Website or that somehow blocks, ceases, disrupts, spoils or modifies them in any manner;
Use of “screen scraping” software or systems such as automatic programs, robots, web crawlers, spiders, data mining or data crawling on the Website without the Company’s prior written consent, and the unauthorized reproduction, publication, broadcast or use of any content on the Website this way; unauthorized use of Website and any contents on it without permission and beyond such limits of use as defined herein is unlawful, and the Company reserves its right to immediately suspend or cancel the membership and to institute any legal proceeding or to make any claim without any fee refund.
means of reproducing the permitted communication text. The Company shall adopt any and all measures necessary to store said information as securely as possible. The Member shall have the right to change or delete his personal data at any time at his sole discretion via Member Page and/or communicating the Company.
3.9 The Member shall log in the Website over his account by using his password and shall be able to visit the Product Pages. Notwithstanding the foregoing, she/he shall fulfil all necessary terms and conditions, including the payment of the service fee, in order to maintain his status and to make use of the Website. In case these terms and conditions are not fulfilled or in any other necessary circumstance that the Company may designate, the membership may be
suspended or cancelled. The Company shall be entitled to prevent the grant of membership to the respective person, to suspend or cancel the respective person’s membership, to cancel a purchase and to take any action it deems necessary.
3.10 The connection of the Members to the Website and the time/quality downloads may vary depending on their connection speeds. This may affect the Member’s performance, but the Company under no circumstance shall be liable in this regard. Fees and additional costs arising from any connection for any Member’s device shall be borne by the Member.
3.11 The terms and conditions for the use of Website shall be regularly announced on the Website and such terms and conditions may be changed when deemed necessary by being published on the Website. The Member, throughout their Membership relation shall be obliged to follow and regard such rules/terms via Website.
3.12 The Membership may be cancelled at any time by means of an e-mail titled
“Termination of Membership” to be sent through the Membership Page or to the contact address available on the Website. However, the cancellation may become effective a subject to the Company’s approval in certain cases. If in the meantime the request for removal from the communication list is submitted, within 3 Business Days, the communications with announcements and sales contents as well shall be announced separately. With respect to the purchased Services, any transmissions compulsory as per the legislation are exempt from this provision.
4. INTELLECTUAL PROPERTY RIGHTS
The Member may not resell, share, distribute, exhibit, reproduce the services provided over the Website, or the Company details or the Company’s copyrighted works, the visuals of other Members provided nor may it allow other parties to have access to or to use them; otherwise, he shall be responsible to indemnify and cover any and all other liabilities including but not limited to court expenses and attorney’s fee along with such amount of compensation asked from the Company on account of the losses suffered by third parties, including but not limited to, the licensors.
The rights of the Company for all of its assets, real and personal rights, commercial data and know-how including any tangible and intellectual property rights it possesses through the software it shall provide for all the Services, commercial knowledge, copyrighted works, Company’s trademarks, trade dressing or Website are reserved and may not be used without permission.
5. AMENDMENTS AND TERMINATION
The Company may unilaterally amend this Agreement at its sole discretion by publishing it on the Website at any time acceptable to it. Amended provisions of this Agreement shall become effective on the date of their publication while the remaining provisions shall remain fully in force and continue to yield the applicable consequences. This Agreement may not be amended by the unilateral statement of the Member; however, the Member may exercise his termination right at any time after the amendment of agreement in line with the rules for
termination. The Company may cancel the Membership and may terminate this Agreement at any time with immediate effect without giving forth any just cause and subject to its rights set out herein.
6. EFFECTS OF THE FORCE MAJEUR
In all circumstances that are considered to be force major events legally, the Company shall not be responsible to underperform or not to perform any of its obligations set out herein late or at all. Any late or incomplete performance in case of a force major event shall not be considered a non-performance or an event of default, or the Member shall not have the right to claim any right or compensation under any name against Company in such circumstances. The term “force major event” shall refer to any event that is beyond the reasonable control of
Company and that cannot be avoided in spite of the necessary due care and diligence, including but not limited to God’s acts, riots, state of war, strike, cyber-attacks, pandemics, communication troubles origination from service providers and access issues, technical infrastructure and Internet breakdowns or malfunctions, system improvement or upgrade works and related malfunctions, power shortage and extreme weather conditions.
7. APPLICABLE LAW AND JURISDICTION
Turkish law shall be applicable to the governance, interpretation and performance of this Agreement and all other legal matters hereunder. The Central Courts and Execution Offices of Istanbul shall have sole jurisdiction over any present or future disputes that may arise from the scope of this Agreement.
8. VALIDITY OF RECORDS
The Member agrees, represents and undertakes that all electronic and system records and commercial records as well as book records, microfilms and microfiches and computer records maintained at the Company’s Website and its servers shall constitute valid, binding, conclusive and exclusive evidence in case of any dispute that may arise from the Agreement.
In case any provision or term hereof becomes invalid or unlawful or unenforceable, this shall not affect the validity or effectiveness of the remaining provisions of the Agreement.
The Member agrees, declares and undertakes that as of its membership
date, she/he hereby approves the on-line agreement electronically and that
it shall remain to be binding hereof during the whole term of the