MEMBERSHIP AGREEMENT

ARTICLE 1) DEFINITIONS

1.1. ERWA:

According to Law No. 6563 on the Regulation of Electronic Commerce, and Law No. 5651 on the Regulation of Publications Made on the Internet and Combating Crimes Committed Through These Publications, the term "intermediary service provider" refers to a service provider that acts as a commercial representative for sellers by bringing sellers and consumers together through the Platform and facilitating the sale of products and/or services by sellers through the Platform.

1.2. SHOPPYPELLA.COM / PLATFORM:

This refers to the website and mobile application available at www.shoppypella.com.com and all other related domain names, the ownership and all intellectual and industrial property rights of which belong to ERWA in accordance with the Industrial Property Law No. 6769 and the Law on Intellectual and Artistic Works No. 5846, and through which the “Services” defined in this Agreement are provided. 

1.3. SERVICE:

It refers to the practices developed by ERWA to enable Members to carry out their business and transactions as defined in this Membership Agreement.

1.4. SELLER:

This refers to a legal entity/natural person member who, within the scope of the Seller and Partnership Agreement with ERWA, registers on the Platform and offers various products and/or services for sale through advertisements published via their account.

1.5. MEMBER:

This Membership Agreement with ERWA refers to the natural person who becomes a member of the Platform and purchases the products and/or services offered for sale by the Seller through advertisements on the Website.

1.6. CONSUMER:

It refers to natural persons who purchase products and/or services from the Platform.

1.7. VIRTUAL STORE: 

This refers to the virtual space allocated to Sellers on the platform in accordance with ERWA procedures and rules, where Sellers can publish advertisements consisting of content and images for the sale of one or more goods and/or services.

1.8. MY ACCOUNT:

This refers to the member-specific page accessible only by the user with a username and password, where the member can perform the necessary actions to utilize the various applications and services on the Platform, and enter their personal information and application-specific information requested from them.

1.9. PERSONAL DATA PROTECTION AND PRIVACY POLICY: 

This refers to the text that regulates ERWA's general privacy policy regarding personal data and cookie usage, including the purposes and methods by which ERWA will use the personal data transmitted by members through the Platform.

ARTICLE 2) PARTIES

  1.  Shoppypella.com Membership Agreement (“Agreement”); On one side Acarlar Neighborhood, Çubuklu Çiftlik Yolu Street, Block H, No: 2h, Inner Door No: 4, Beykoz/Istanbul located at [address] and www.shoppypella.com This Membership Agreement is entered into between ERWA MAĞAZACILIK İTHALAT İHRACAT SANAYİ VE TİCARET LİMİTED ŞİRKETİ (“ERWA”), the owner of www.shoppypella.com, and the website user or mobile application user (“Member”) who becomes a member of the platform by accepting the following terms and conditions. ERWA and the Member will be referred to collectively as “Parties” in this Membership Agreement.
  1. SUBJECT AND SCOPE OF THE AGREEMENT
  1. The subject of this Membership Agreement is to define the terms and conditions regarding users' access to the Services offered by ERWA on the Platform, and to determine the rights and obligations of the parties accordingly.
  1. If ERWA is not the seller of any product or service on the Platform, ERWA will be considered only an "Intermediary Service Provider" under Law No. 6563 on the Regulation of Electronic Commerce and other relevant legislation, and only a "Hosting Provider" under Law No. 5651 on the Regulation of Publications Made on the Internet and Combating Crimes Committed Through These Publications. 
  1. By accepting this Agreement, the Member declares, acknowledges, and undertakes that they also accept all statements made by ERWA on the Platform regarding the Services, usage, content, applications, Members, and users.
  1. According to the agreement, the Member may become a member of the Platform managed by ERWA and purchase products and/or services sold by ERWA and/or Sellers in Virtual Stores on this platform.
  1. This Agreement is binding only between the Parties and covers the terms and conditions of the Services provided by ERWA to the Seller. It should be noted that the relationship between Sellers and Consumers is not covered by this Agreement. In this commercial activity, ERWA only grants the Seller the right to open a Virtual Store and sell products in the area where this Virtual Store is located. The Seller will be solely responsible to Consumers for sales transactions conducted through the Platform, within the framework of existing legislation.
  2. RIGHTS AND OBLIGATIONS OF THE PARTIES
  1. “To obtain "Membership" status, the user wishing to become a member must accept the Membership Agreement found on the Platform, fill in the requested information with accurate and up-to-date details, and then have their Membership application evaluated and approved by ERWA.
  1. Users wishing to become members must be at least 18 (eighteen) years old.  
  1.  Once the approval process by ERWA is complete, the Member will be notified and their Membership status will commence. The Member will then have the rights and obligations specified in this Membership Agreement and in the relevant sections of the Platform. 
  1. The Member acknowledges, declares, and undertakes that all personal and other information provided during registration on the Platform is accurate under the law. The Member declares and undertakes to fully and immediately compensate ERWA for all damages it may suffer due to the inaccuracy or inaccuracy of this information.
  1. The username and password required by the Member to access their My Account page and conduct transactions through the Platform are created by the Member, and the security and confidentiality of this information is entirely the Member's responsibility.
  1. The member acknowledges, declares, and undertakes that all transactions carried out using their username and password are deemed to have been performed by them, that they are solely responsible for any consequences arising from these transactions, and that they will not raise any defense and/or objection claiming that they did not perform these transactions, and/or will not evade fulfilling their obligations based on such defense or objection.
  1. The member may not give the password provided to them by ERWA to any other person or organization; the right to use the password belongs solely to the member. Therefore, ERWA reserves the right to claim compensation and other demands against the member for any unauthorized use of the password and any claims or demands that may be made against ERWA by third parties or authorized authorities.
  1. Personal data obtained from Members during registration and/or shopping on the Platform may be shared with other Members and/or Sellers who may be parties to a dispute arising from fraud, deception, misuse of the Platform, or matters constituting a crime under the Turkish Penal Code, solely for the purpose of enabling the parties to exercise their legal rights and only to the extent limited to the requested subject matter.
  1. ERWA may share the information it holds about a Member with the competent authorities upon their request, in accordance with applicable legislation.
  1. ERWA will not be held responsible for the unauthorized reading of member data or for any damage that may occur to member software and data. The member hereby agrees not to claim compensation from ERWA for any damage that may be incurred as a result of using the Platform.
  1. In the event of a dispute regarding who holds the membership rights and obligations, and if the individuals concerned request clarification from ERWA, ERWA will proceed on the basis that the most recent person who made a payment to ERWA for any Service using the relevant Membership account is the owner of the Membership account.
  1.  The member acknowledges and agrees that if they wish to initiate any legal action or purchase process related to the advertisements viewed through the Platform, they are obligated to fulfill all necessary legal obligations and procedures, including those contained on the Platform, and that ERWA has no information or responsibility regarding said obligations and procedures.
  1. If ERWA is not the seller of any product or service on the Platform, ERWA is only an "intermediary service provider" under Law No. 6563 on the Regulation of Electronic Commerce and a "hosting provider" under Law No. 5651 on the Regulation of Publications Made on the Internet and Combating Crimes Committed Through These Publications. ERWA is not responsible for the authenticity, reliability, accuracy, or legality of any visual, written, or other content on the Virtual Store that it has not published. ERWA has no obligation to verify the accuracy of such content.
  1. The Member acknowledges and declares that in distance sales contracts concluded with any Seller through the Platform, the Seller is the seller party and the Member is the consumer party; that ERWA is not a party to the aforementioned distance sales contract relationship; and therefore, the Seller alone is solely responsible to the Member in all respects under the applicable consumer law legislation and other legislation. The Seller shall be solely and exclusively responsible for the quality of all products displayed and sold on the Platform, their compliance with legislation, the provision of warranty certificates, invoicing, delivery of other necessary documents, after-sales service, etc., and timely delivery of the products.
  1. On the Platform, ERWA, due to its status as an intermediary service provider and the authority granted in the contract signed with the Seller, will have the authority to collect the product price on behalf of the Seller for the products the Member will purchase from the Seller. By making this payment to ERWA, the Consumer will be relieved of their payment obligation to the Seller and will not have to make any further payments to the Seller.
  1. ERWA reserves the right to change the Platform content at any time, to modify or terminate any service provided to users, or to delete registered user information and data.
  1. The member hereby agrees and undertakes to comply with and not violate the provisions of legal regulations while using the Platform. The member may not use the Platform in any way that disrupts public order, violates general morality, disturbs or harasses others, for an illegal purpose, or infringes upon the intellectual and copyright rights of others. Furthermore, the member may not engage in activities or transactions that prevent or hinder others from using the services (spam, viruses, Trojan horses, etc.). Otherwise, all legal and criminal liabilities arising therefrom shall be entirely and exclusively binding on the member.
  1. The Member is obligated to conduct their transactions on the Platform in a manner that does not cause any financial or technical damage to ERWA or the Platform. The Member acknowledges and agrees to take all necessary precautions, including using necessary protective software and licensed products, to ensure that the Platform is free from any programs, viruses, software, unlicensed products, Trojan horses, etc. that could harm it. The Member also agrees not to access their My Account page using robots or automated login methods.
  1. Members may not use the Platform to create, control, update, or modify databases, records, or directories on behalf of any person; nor may they use the Platform, in whole or in part, for the purpose of disrupting, altering, or reverse engineering it.
  1. Members may not use the comments and rating section for purposes outside the Platform, such as publishing comments from the Platform outside the Platform, or for any purpose other than manipulating the systems.
  1. It is prohibited to share any content in the comments section that constitutes a crime, violates the rules of the website, applicable legislation or international agreements, or encourages such violations; is illegal, threatening, contains advertising and/or marketing content, is offensive, insulting, abusive, derogatory, humiliating, vulgar, pornographic or immoral, contrary to generally accepted social norms, infringes on personal rights, infringes on intellectual and industrial property rights, creates unfair competition and/or similar content on the Platform.
  1. It is prohibited for members to spread viruses or any other technology that could damage the Platform, the Platform's database, or any content on the Platform.
  1.  It is prohibited for members to engage in activities that create unreasonable or disproportionate loads on the communications and technical systems determined by the Platform, or that damage the technical operation; to use automated programs, robots, web crawlers, spiders, data mining, and data crawling software or systems such as "screen scraping" on the Platform without the prior written permission of ERWA; and to copy, publish, or use any content, in whole or in part, on the Platform without authorization.
  1. If the Member uses the Platform in violation of any provision of this Agreement, ERWA reserves the right to prevent the Member from using the Platform in whole and/or in part, in whole or in part. Furthermore, ERWA reserves all rights to claims, lawsuits, and legal proceedings arising from such unlawful use.
  1. ERWA will continuously review comments and ratings in accordance with article 4.21. If a comment is found to be in the manner described in the relevant article, the content in question will not be published on the Platform. The member acknowledges, declares, and undertakes that the final decision rests exclusively with ERWA.
  1. ERWA, in accordance with this membership agreement, has the right to send informational emails to the email addresses registered with it and informational SMS messages to the mobile phones of its members. By approving this membership agreement, the member is deemed to have accepted the sending of informational emails to their email address and informational SMS messages to their mobile phone. If the member wishes to stop receiving emails and/or SMS messages, they can cancel the email and/or SMS sending process from the "Notification Settings" section in the "My Account" section.
  1. PROTECTION OF PERSONAL DATA AND PRIVACY
  1. ERWA attaches great importance to the processing, security, and protection of personal data provided by the Member in accordance with all relevant legislation, including the Law No. 6698 on the Protection of Personal Data. In this context, ERWA collects, uses, transfers, and otherwise processes this data in accordance with the Privacy Policy located at https://www.shoppypella.com/kisisel_verilerin_korunmasi.html. The Privacy Policy is an integral part of the Membership Agreement. 
  1. By using the Services and/or creating an account, the Member explicitly and freely consents to the collection, use, transfer, and other processing of their personal data as set forth in the Privacy Policy. The Member acknowledges and declares that they consent to ERWA's use and storage of their personal data in this manner. ERWA will take all necessary measures to ensure the secure storage of said personal data in accordance with Article 12 of the Law No. 6698 on the Protection of Personal Data, and to prevent unauthorized access and unlawful data processing. The Member has the right to exercise their rights regarding their personal data in accordance with Article 11 of the Law No. 6698 on the Protection of Personal Data and to make changes or updates to this data at any time.
  1. For more information regarding the terms of the use of personal data and your rights in this regard, please review our Privacy Policy, and you can exercise your legal rights by sending an email to …………….. email address.
  1. Personal data declared and consented to be shared by the Member on the Platform will be collected, stored, processed, used by ERWA or its business partners in accordance with the Privacy Policy for the purposes of fulfilling the obligations determined in this Membership Agreement, carrying out the applications necessary for the operation of the Platform, providing and offering various advantages to the Member, and conducting personalized advertising, sales, marketing, surveys, similar electronic communications, profiling, and statistical studies, and may be shared with third parties based on our contractual relationships.
  1. INTELLECTUAL PROPERTY RIGHTS
  1. ‘The 'shoppypella.com' brand and logo, the design, software, domain name of the shoppypella.com mobile application and website, and all intellectual property rights related to any trademark, design, logo, trade dress, slogan, and other content created by ERWA are the property of ERWA. The member may not use, share, distribute, display, reproduce, or create derivative works from the intellectual property rights belonging to ERWA without ERWA's permission. The member may not use all or part of the shoppypella.com mobile application and website on another website without permission.
  1. The Member undertakes not to infringe the intellectual property rights of ERWA or third parties in any activities carried out through the shoppypella.com mobile application. If the Member acts in a manner that infringes the intellectual property rights of third parties or ERWA, the Member shall be liable to compensate ERWA and/or said third party for all direct and indirect damages and expenses. Furthermore, ERWA reserves the right to terminate the contract of any Member whose activities infringe the intellectual property rights of third parties or ERWA.
  1. VALIDITY OF RECORDS

The Member acknowledges, declares, and undertakes that in any disputes arising from this Agreement, ERWA's official ledgers and commercial records, as well as the electronic information and computer records kept in its database and servers, shall constitute binding, conclusive, and exclusive evidence, and that this clause constitutes an evidentiary agreement within the meaning of Article 193 of the Code of Civil Procedure.

  1. CONTRACT AMENDMENTS

ERWA reserves the right, at its sole discretion and provided it does not contravene applicable legislation, to unilaterally amend this Membership Agreement and any policies, terms, and conditions, including the Privacy Policy, on the Platform at any time by posting them on the Platform. The amended provisions of this Membership Agreement will become effective on the date they are posted on the Platform, while the remaining provisions will remain in effect and continue to produce their legal consequences.

  1. FORCE MAJEURE

The parties shall not be liable for any delay, incomplete performance, or non-performance of any of their obligations defined in this Agreement in any circumstances legally considered force majeure. In cases of force majeure, delay, incomplete performance, or non-performance shall not be deemed default. Furthermore, no compensation under any name may be claimed from the other party for such circumstances. Force majeure shall be interpreted as unavoidable events beyond the reasonable control of the parties and which could not be prevented despite the exercise of due diligence, including but not limited to: embargoes, government intervention, labor-management disputes, epidemics, earthquakes, fires, explosions, storms, floods, migration, natural disasters, riots, war, strikes, cyber attacks, communication problems, infrastructure and internet failures, system improvements or upgrades and resulting malfunctions, power outages, and adverse weather conditions.

  1. MISCELLANEOUS PROVISIONS

10.1. ERWA will communicate with the Member via the email address provided by the Member during registration, or by making a phone call and sending an SMS to the phone number provided. The Member is responsible for keeping their email address and phone number up-to-date.

10.2. The failure of either Party to exercise or enforce any right granted under this Membership Agreement shall not constitute a waiver of such right and shall not prevent the subsequent exercise or enforcement of such right.

10.3. Without the written consent of ERWA, the Member may not assign or transfer its rights, interests, or obligations arising from this Agreement to any third party. Any assignment or transfer made without the written consent of ERWA shall be null and void.

10.4. The laws of the Republic of Turkey shall apply to the interpretation and implementation of this Agreement. In the event of any dispute arising from this Agreement, the Istanbul Consumer Arbitration Boards, Istanbul Anatolian Courts, and Enforcement Offices shall have jurisdiction.

  1. INTEGRITY AND SEVERABILITY OF THE AGREEMENT

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

  1. TERMINATION OF THE AGREEMENT

This agreement will remain in effect until the member cancels their membership or their membership is terminated by ERWA. ERWA may unilaterally terminate this agreement by canceling the member's membership if the member violates any provision of this membership agreement.

This Membership Agreement, consisting of 15 (fifteen) articles, has entered into force as of the moment it is approved electronically by the Member, after each provision has been read and fully understood.