Membership and Usage Agreement

MEMBERSHIP AND USE AGREEMENT

1- PARTIES

1.1. This Agreement has been concluded between the Company and the Member to determine the Member's terms of use of the Website, the conditions for benefiting from the Services and the rights and obligations of the Parties within this scope.

1.2. The Company and the Member shall be referred to individually as a “ Party ” and together as the “ Parties ” in the Agreement.

2- DEFINITIONS

2.1. Services: These are the services, contents and activities that the Member can benefit from within the Website, within the framework determined by the Company.

2.2. Website: The website named www.lamiarosastudio.com where the Services can be used.

2.3. Company: La Mia Rosa Studio (Sakine Esin Çulcu), located at Ahmetli Mah. Çubukcular Sok. 3G, Şile, İstanbul, Istanbul, 34983, which provides the Services through the Website, is the sole legal owner of all rights of the Website, including intellectual and industrial rights, and has all kinds of usage and disposition authority over the Website.

2.4. Member: A natural person who becomes a member of the Website by filling in the membership form of the Website in accordance with the instructions, approving and accepting the Agreement electronically after making the necessary verifications.

2.5. Agreement: This Membership and Usage Agreement and the changes that the Company may make to the Membership and Usage Agreement from time to time.

2.6. Link: A link that enables access to another website or application via the Website or to the Website from another website or application.

3- RIGHTS AND LIABILITIES OF THE PARTIES

3.1. Membership is required to access the Website. In order to create a membership account, the person wishing to become a Member must be at least 18 (eighteen) years old and have other conditions required by the relevant legislation; It is sufficient to fill out the membership form on the Website in accordance with the instructions, make the necessary verifications and give approvals, and then click on the "Register" tab. With the creation of the membership account, the Agreement is concluded by the Parties, provided that the additional terms and conditions stipulated for active use of the Services are reserved. The membership account is specific to the Member who creates this account; The Member will not allow a third party to use the membership account and will not use the membership accounts of other members of the Website.

3.2. It is the sole responsibility of the Member to ensure that the information shared by the Member, both during registration to the Website and while using the Website, is accurate, truthful, current and complete; in the event that a contrary situation is detected, the Company has the right and authority to partially or completely restrict, block, suspend or terminate the Member's membership. The Member can always update his/her information via the Website.

3.3. The information the Member needs to access the Website (such as e-mail address or mobile phone number and password information) is determined by the Member personally during the creation of the membership account; the membership account password is only within the knowledge of the Member and can be used by the Member personally. The responsibility for determining the password of the membership account securely (such as including mixed-order numbers, uppercase/lowercase letters and punctuation marks) and changing it at regular intervals, protecting the confidentiality of the membership account and password and ensuring its security belongs exclusively to the Member; the Company is not responsible in any way for unauthorized persons accessing the Member's membership account and password due to the Member's violation of the obligations within the scope of this Article and for any damages that may arise in this context. In the event of a problem regarding the use of the password and/or the security of the membership account and password, the Company has the right and authority to partially or completely restrict, block, suspend or terminate the Member's membership, without prejudice to all kinds of claims, lawsuits and follow-up rights.

3.4. The Member is personally responsible for all transactions made through his/her membership account; he/she accepts that the transactions and works carried out through his/her membership account are carried out by him/her, that the responsibility arising from these transactions belongs exclusively to him/her, that he/she cannot put forward any defense and/or objection that he/she did not carry out the said transactions and works and/or that he/she will not avoid fulfilling his/her obligations based on this defense or objection.

3.5. While using the Website/benefiting from the Services, the Member,

• To act in compliance with the provisions of the Agreement, amendments, additional provisions, guidelines and policies that the Company may issue from time to time and publish on the Website, and relevant legislation;
• Not to access the Website in a manner other than that determined by the Company, contrary to the instructions and/or in an unauthorized manner;
• Not to use any technology and/or take any action that would damage, interfere with, prevent the operation of the Website, the Website's database or software and/or any element related to the Website, or usurp the Website;
• Not to develop any software, devices, scripts, robots, other types of mobile codes or tools and/or conduct any business, process (including but not limited to browsers, browser add-ons and plug-ins or other technologies) or dispositions to exfiltrate data from the Website and for other prohibited/unauthorized uses;
• Not to engage in activities aimed at accessing the protected data/information of other persons, institutions and organizations through and/or using the Website;
• not to disclose information that you do not have permission to disclose, not to create fake membership accounts by using false or misleading information, not to become a party to the relevant transactions by impersonating someone else, not to use the Website to create a database, record or guide in any way;
• not to send information or programs that will harm the information or software on other members' devices, not to send chain mails;
• not to follow, harass or threaten other members, not to disturb them in any other way, not to attack other members' personal and property rights, physical and material integrity, and not to behave in a manner that could be considered discriminatory or damaging against other members' age, race, color, religion, ethnicity, national origin, sexual orientation, gender identity, physical appearance and integrity;
• not to engage in any behavior that is against the law and public morality, disrupts public order, constitutes a crime, violates people's right to live in a healthy environment, animal rights, human rights, especially children's and women's rights, and/or any rights of the Company/other members and/or third parties and/or negatively affects the use of the Website;

Otherwise, the Company accepts that it is liable to compensate for any damages that may occur to the Company and/or third parties due to any breach within this scope. In this case, the Company also has the right and authority to partially or completely restrict, block, suspend or terminate the Member's membership, without prejudice to all kinds of claims, lawsuits and follow-up rights.

3.8. The Company has taken reasonable measures within the available means to ensure that the Website and the content (including but not limited to the Company Content), materials and elements on the Website that can be accessed, used, downloaded and shared are free from malware. However, the Company does not provide any guarantee or undertaking that the Website and the content (including but not limited to the Company Content), materials and elements on the Website that can be accessed, used, downloaded and shared are free from viruses, bugs, trojan horses, corrupted files, worm programs, dialer programs, spam, spyware and all other malicious and damaging software (such as spyware and adware), programs, products, codes and/or materials. The Member is obliged to take all necessary measures, including using the necessary protective software, hardware and licensed products, to prevent these from occurring and infecting their devices, device hardware and software and/or other equipment and technologies in any way. The Company is not responsible in any way for any damages that may be incurred by the Member and/or third parties, including, but not limited to, malfunctions, damages, data inaccuracies and losses that may occur within this scope.

3.9. The Company has taken reasonable measures within the available means to ensure the accuracy, security, up-to-dateness, availability, continuity, completeness, suitability for purpose and functionality of the Website and the content (including but not limited to the Company Content), materials and elements on the Website, and provides them “as is”, “as available”; it does not give any guarantee or commitment regarding them.

3.10. Links on the Website may take the Member to other websites/applications. The Company does not provide any guarantee or commitment regarding the content, accuracy, reliability, security and/or functionality of these websites/applications; and is not responsible in any way for any damages that may arise from access, use, downloads, sharing and/or changes in these websites/applications.

3.11. The Company may, at its sole discretion, reject membership applications, terminate memberships or bind the acceptance or continuation of membership applications or the use of the Website or the use of the Services to additional terms and conditions, at its sole discretion. The changes, additional terms and conditions, provisions, guidelines and policies to be introduced by the Company after the Member's membership process and published on the Website shall be binding on the Member after their publication and the Member shall be deemed to have accepted them by continuing to use the Website/use the Services; however, if the relevant legislation provisions explicitly require their approval by the Member, the Company shall have the right and authority to partially or completely restrict, block, suspend or terminate the Member's membership, unless such approval is given by the Member.

3.12. The Company may, at its sole discretion, partially or completely, permanently or temporarily, remove, change, update, suspend, stop and/or open additional services on the Website and/or Services. Therefore, the Company has no liability to the Member or third parties. In addition, the Company may offer products and services that can be purchased through the Website.

4- COMPENSATION

4.1. Without prejudice to other rights to claim compensation stipulated in the provisions of the Agreement and relevant legislation, the Member acknowledges that any legal, financial, administrative, technical and/or penal liability arising from any claim, demand, complaint, request, pursuit, investigation, measure and lawsuit made directly or indirectly due to failure to fulfill its commitments and/or obligations under the Agreement in accordance with the provisions and principles of the Agreement or at all, and that the Company has no liability in this regard; For these reasons, it accepts to indemnify the Company from any and all rights, receivables, material/moral damages and compensation claims that may be directed against the Company and to defend the Company within this scope and to pay all of the profits that the Company may be deprived of directly or indirectly (such as loss of reputation, loss of income, investment opportunities) and material and moral damages that it may be exposed to (including payments made to third parties) without the need for any authority and/or court decision, immediately, in cash and in one go, upon the written request of the Company, without raising any objection.

4.2. If the Member fails to fulfill his/her commitments and/or obligations under the Agreement in accordance with the provisions and principles of the Agreement or at all, the Company has the right and authority to restrict, block, suspend or terminate the Member's membership partially or completely, without prejudice to all kinds of claims, lawsuits and follow-up rights.

4.3. The Company shall not be liable for any special, indirect, punitive or consequential damages (including legal fees arising from claims for such damages) or losses (including loss of reputation, loss of data, loss of use) howsoever arising, regardless of the legal basis of the claim.

5- TERM AND TERMINATION OF THE CONTRACT

5.1. The Agreement shall enter into force upon the creation of the Membership account, as specified in Article 3.1, and shall remain valid and effective until terminated in accordance with the terms and conditions set forth in the Agreement. However, the articles of the Agreement, such as Article 4, Article 6.5, Article 6.6 and Article 6.7, which must remain valid and effective due to their nature, and all rights of the Company regulated in these articles shall remain valid and effective indefinitely.

5.2. The Member may terminate the Agreement unilaterally at any time by closing the membership account and terminating the membership from the “Settings” section of the Website. In this case, the Member’s membership account will be closed immediately. If the Member tries to create a new membership account using the same information as the information used in the membership account he/she closed on the Website within the storage period of this information, the Member’s membership account will be reactivated; after the storage period ends, even if the same information is used to create a new membership account, the Member’s membership account will not be reactivated and a new membership account will be created for the Member.

5.3. The Company may, at any time, unilaterally terminate the Agreement and terminate the Member's membership without having to give any reason and without giving any notice to the Member; it may partially or completely restrict, block and/or suspend the Member's membership without terminating the Agreement. In this case, the Company is not responsible in any way for any damages that the Member and/or third parties may suffer.

5.4. If the Member fails to fulfill its commitments and/or obligations under the Agreement in accordance with the provisions and principles of the Agreement or at all, the Company may unilaterally terminate the Agreement and terminate the Member's membership without the need to notify the Member, without prejudice to all rights of claim, lawsuit and pursuit; it may partially or completely restrict, prevent and/or suspend the Member's membership without terminating the Agreement. In this case, the Company shall not be liable in any way for any damages that the Member and/or third parties may suffer.

6- MISCELLANEOUS PROVISIONS

6.1. The Company shows the utmost care and effort in compliance with the legislation on the processing/protection of personal data, especially the Constitution of the Republic of Turkey No. 2709, the Law on the Protection of Personal Data No. 6698 and the Turkish Penal Code No. 5237, and by observing the protection of privacy and fundamental rights and freedoms, determines the basic principles on the confidentiality, security and processing of personal data and carries out the necessary work for the implementation of these principles. In this context, the Company processes and transfers the personal data shared by the Member both during registration to the Website and while using the Website, in accordance with the procedures and principles set out in the Company's Information Text.

6.2. After the approval date of the Agreement, the Company shall not be liable for any failure to fulfill its commitments and/or obligations under the Agreement in accordance with the provisions and principles of the Agreement or at all due to the occurrence of events beyond the control of the Parties, the consequences of which they cannot reasonably foresee and prevent with reasonable costs, including but not limited to changes in legislation, decisions taken by authorized bodies, fire, flood, earthquake, landslide, epidemic, strike, lockout, cyber attack, communication problems, infrastructure and internet failures, power outage, improvement, renovation or maintenance works related to the Website, embargo, state intervention, rebellion, occupation, war, mobilization, explosion, acts of violence ("force majeure"), and this situation shall not be deemed as a breach of the Agreement.

6.3. The Member cannot transfer or assign the Agreement, its rights, receivables, debts and obligations arising from the Agreement, partially or completely, to third parties without the prior written approval of the Company. However, the Company may transfer and assign the Agreement and its rights, receivables, debts and obligations arising from the Agreement, partially or completely, to third parties without the prior written approval of the Member.

6.4. Waivers not signed by the Company are not valid. The Company's failure to exercise any of its rights under the Agreement, in whole or in part, its failure to require the Member to comply with any term or condition of the Agreement and/or the Member's waiver of any breach shall not restrict the subsequent performance of such term or condition or be interpreted as a waiver of any subsequent breach.

6.5. The contract will be subject to Turkish law and will be interpreted in accordance with Turkish law.

6.6. All disputes arising from the conclusion and implementation of the Agreement will be resolved in Istanbul Central (Çağlayan) Courts and Enforcement Offices.

6.7. The Member accepts that in all disputes arising from the conclusion and implementation of the Agreement, all records, information and documents held by the Company, including commercial books, computers, software, databases and servers, shall constitute valid, binding and definitive evidence; and that this Article is a definitive evidence agreement within the meaning of Article 193 of the Code of Civil Procedure No. 6100.

6.8. All rights and powers of the Company pursuant to the terms and conditions of the Agreement and the relevant legislation may be used together; in other words, the use of any right or power of the Company pursuant to the terms and conditions of the Agreement and the relevant legislation does not prevent it from using any other right and/or power in any way.

6.9. The Agreement, together with the amendments, additional provisions, guidelines, policies and relevant legislative provisions that the Company may issue from time to time and publish on the Website, constitute the entire agreement of the Parties on this subject and supersede all previous agreements, statements and arrangements of the Parties (written or oral).

6.10. If any provision or condition of the Agreement is deemed null and void, void, unenforceable or incomplete, the other provisions and conditions of the Agreement shall remain in full force and effect. In such a case, the Agreement shall be interpreted and applied as if the relevant provision or condition had been removed from the text of the Agreement.

6.11. The Company may unilaterally change the Agreement at any time and without giving any reason, at its sole discretion. The changes, additional terms and conditions, provisions, guidelines and policies to be introduced by the Company after the Member's membership process and published on the Website will be binding on the Member after their publication and the Member will be deemed to have accepted them by continuing to use the Website/benefit from the Services; however, if the relevant legislation provisions explicitly require the Member to approve them, the Company has the right and authority to partially or completely restrict, block, suspend or terminate the Member's membership, unless approved by the Member.

6.12. In case of any inconsistency between the Turkish version of the Agreement and the translated versions in other languages, the Turkish version shall prevail.

6.13. The Member may send any questions, suggestions, complaints and requests regarding the Website and Services to the Company's address gulum@lamiarosastudio.com .

The Agreement, consisting of 6 (six) articles, entered into force indefinitely as of the moment of its approval by being approved electronically.