The Customer engaging in behavior by any method that manipulates the operation of the Platform,
The Customer violating this Agreement and/or other service agreements,
The Customer engaging in acts that violate the rights of third parties,
The Customer’s information, content, images, and writings shared on the Platform or with Ustads containing unlawful elements, or even if they do not contain unlawful or immoral elements, the sharing of information, content, images, and writings on the Platform for unlawful and immoral purposes.
8. INTELLECTUAL PROPERTY RIGHTS
8.1. By connecting to the Platform operated by Ustads, the Customer shall have the right to use this system for a limited period, solely within the scope of the Products and Services covered by the agreement signed within the scope of the service to be received (“Additional Service Agreement”) and for which the Customer has paid the fees to Ustads. In the event that this Agreement and/or the relevant Additional Service Agreement terminates for any reason, the license to use shall automatically terminate as well. This Agreement and/or the Additional Service Agreement shall not prevent Ustads from granting the same license to other persons; it shall not be construed as imposing any restriction on Ustads’ Intellectual Property Rights.
8.2. The Platform may be used by the Customer solely for the purposes set forth in this Agreement. No content, information, or visual on the Platform may be used, copied, or transmitted by the Customer for any other purpose in any manner, and no activity aimed at accessing the source code or directory of the Platform, including reverse engineering, may be carried out.
8.3. The Customer may not use Ustads’ and/or its affiliates’ trade name, trademark, service mark, logo, domain name, etc. for any other purpose in any manner.
9. OTHER PROVISIONS
9.1. A person who wishes to become a Customer must fill in the required information in the relevant section of the Platform in order to benefit from the services offered on the Platform. In order to become a Customer on the Platform, the email address and other information provided by the Customer must be up to date. The up-to-date email address provided by the Customer shall be taken as the basis for and used in all correspondence. After the Customer provides the required information, the registration process shall be completed by Ustads, and upon completion, the person shall become a Customer.
9.2. As a result of its evaluation, Ustads reserves the right to reject the person’s application to become a Customer without stating any reason. No obligation can in any way be imposed on Ustads to investigate the accuracy of the information provided by the Customer. Ustads shall bear no responsibility whatsoever for any false statements made by the Customer. If the information provided by the Customer upon becoming a Customer on the Platform changes, the Customer is obliged to notify Ustads of this situation without delay, and Ustads shall incur no liability for this reason.
9.3. Any and all rights and claims specified for the Services offered by Ustads on the Platform and in this Agreement may not be exercised by persons under the age of 18. In the case of Customers who are natural persons, by approving the Agreement, the Customer accepts and undertakes that they are over 18 years of age. If the Customer is under 18 years of age, it shall be deemed, upon approval of this Agreement, that the Customer has obtained the consent/permission of their parent and/or guardian. No obligation can be imposed on Ustads to investigate whether the natural person entering into this Agreement is under the age of 18. If the Customer is a legal entity, by approving this Agreement, the Customer accepts and undertakes that it has been duly established and is duly existing in its jurisdiction, has full power and authority to enter into this Agreement, and that the representative entering into this Agreement is duly authorized to execute the Agreement. No obligation can in any way be imposed on Ustads to investigate whether the natural person entering into this Agreement has representative authority. Ustads has no duty to investigate.
9.4. Where, pursuant to the mandatory provisions of applicable legislation and the Privacy Policy published on the relevant Platform, there is an obligation to disclose information to official authorities, Ustads is authorized to disclose Customers’ confidential/private/commercial information to official authorities if such information is duly requested by the official authorities. The Customer accepts and undertakes that it cannot claim compensation from Ustads under any name whatsoever due to the disclosure of such information to official authorities.
9.5. The security, storage, keeping away from third parties, and use of the access tools to the system used by the Customer in order to benefit from the services provided through the Platform (username, password, etc.) are entirely the Customer’s responsibility. Any transaction carried out with the Customer’s username and password shall be deemed to have been carried out by the Customer itself, even if the Customer did not perform such transaction. Ustads shall have no direct or indirect liability for any damages suffered or that may be suffered by Customers and/or third parties due to any negligence or fault of the Customer regarding the security, storage, keeping away from third parties, and use of the access tools to the system and the Platform. Ustads reserves its right of recourse.
9.6. The Customer accepts, declares, and undertakes that the information and content provided by the Customer within the Platform are accurate and lawful. Ustads has no obligation to investigate the accuracy of the information and content transmitted by the Customer or uploaded, modified, or provided by the Customer through the Platform, or to undertake or guarantee that such information and content are secure, lawful, and accurate. The Customer alone shall be responsible, even without fault, for all material and moral, direct or indirect damages arising or that may arise from the fact that such information and content are false, unlawful, or erroneous. Ustads reserves its right of recourse.
9.7. Without prejudice to the special liability provisions contained in agreements to be concluded with Ustads or Business Partners, the Customer accepts, declares, and undertakes that, under this Agreement or for the services on the Platform, the work and transactions performed through the Platform are lawful and that the Customer shall be solely responsible for any damage arising as a result of any unlawful work/transaction performed.
9.8. The Customer accepts, declares, and undertakes that it shall not reproduce, copy, disseminate, distribute, transfer, or process the images, texts, visual and auditory images, files, writings, statistics, notifications, content, databases, catalogs, and lists contained within the Platform in any manner that would infringe Ustads’ and Business Partners’ in rem or personal rights, personality rights, intellectual property rights, or property rights, or any right relating to goods or services that may be subject to intellectual property rights. The Customer accepts, declares, and undertakes that it shall not compete directly and/or indirectly with Ustads by these actions or by other means, and that it shall not cause any damage to Ustads through such means.
9.9. Ustads reserves the right to make changes to the Services and content offered on the Platform. No compensation may be claimed from Ustads under any name whatsoever for any direct and/or indirect damages suffered/will be suffered by the Customer due to such changes or cancellations.
10. FORCE MAJEURE
Unless otherwise stated in this Agreement, neither Ustads nor the CUSTOMER shall be deemed in default in performing their obligations under the Agreement to the extent that performance is prevented or hindered by force majeure. Force majeure means events of an unforeseeable and irresistible nature, without fault, negligence, or omission of the party relying on it. In the event of force majeure, the party relying on it shall (i) immediately inform the other party, (ii) make every effort necessary to eliminate the reason for the non-performance of the obligation, (iii) as soon as this reason ceases to exist, perform all of its obligations, while the other party shall be relieved of its contractual obligations until such reason ceases to exist. Provided, however, that if the force majeure period lasts longer than thirty (30) days, either party shall have the right to terminate the Agreement without any claim for loss or damage. The COMPANY’s right to claim the fee for the services it has provided up to the termination date of the Agreement and/or the Additional Service Agreement remains reserved. The parties have agreed that changes to be made in the content or infrastructure of the Service due to legislation and administrative regulations shall be deemed force majeure.
11. FINAL PROVISIONS
11.1. Evidentiary Agreement: The parties have accepted, declared, and undertaken that in disputes arising from this Agreement and its annexes, the official books and records of both parties, as well as microfilm and Special Integration Information Processing System records, shall constitute valid, binding, conclusive, and exclusive evidence within the meaning of Article 193 of the Code of Civil Procedure.
11.2. Notices: All notices regarding this Agreement and its annexes shall be made to the addresses stated in the introduction section. It cannot be claimed that notices made to these addresses were received by unauthorized persons, and even if not received, they shall produce the legal consequences of a valid notice. The parties shall notify each other in writing of any change of address.
11.3. Prohibition on Assignment: The parties may not assign or transfer, in whole or in part, their obligations and receivables under this Agreement to subcontractors or third parties. Such assignments and transfers shall have no effect against the other Party. Provided, however, that Ustads may assign its obligations and receivables arising from this Agreement, in whole or in part, to companies in which it has capital participation, companies of which it is a shareholder, or companies in which its shareholders have participation.
11.4. Commercial Communication: Ustads may always send electronic communications or commercial electronic communications to the communication address that the Customer has digitally recorded/registered for remote access to the system. It is deemed that the Customer has given prior permission/consent for the sending of electronic communications to be sent via any electronic means of communication, whether commercial in nature or not. The Customer may always exercise the right to revoke the consent/permission given and to reject commercial electronic communications. Rejection requests shall be processed as soon as possible. The addresses notified by the parties in Article 1 of this Agreement are the parties’ valid notification addresses under the Notification Law. In the event of any address change by the parties, such address change shall be notified to the other Party without delay in writing or by email. Ustads may also carry out such notification by announcing it on the Platform or by updating the information in the Contact section. Otherwise, notices made to the addresses written in this Agreement shall be deemed to have been duly made in accordance with the Notification Law. A Party that fails to notify an address change in a timely manner shall bear all responsibility arising from not providing an address.
11.5. Evidence: The commercial books and records kept by Ustads, computer records, and any and all documents, minutes, reports, receipts, faxes and records pertaining to faxes, documents, minutes, reports, receipts, emails, and similar documents to be prepared by the Parties within the scope of this Agreement and its annexes under the Code of Civil Procedure No. 6100 are of a nature that cannot be challenged before administrative or judicial authorities and have the nature of a conclusive evidence agreement.
11.6. Competent Court: The laws of the Republic of Turkey shall apply to this Agreement. In the resolution of all disputes that may arise between the parties from the interpretation or implementation of this Agreement, the Courts and Enforcement Offices of Istanbul shall have exclusive jurisdiction.
11.7. Entire Agreement: The parties have accepted that this Agreement constitutes the final agreement of the parties; it supersedes and replaces all prior written and oral discussions, undertakings, and agreements previously made between the parties regarding the subject matter of this Agreement. Waiver, cancellation, invalidity, or amendment of any provision of the Agreement shall not be construed as cancellation of the Agreement.
11.8. Amendment to the Agreement: The provisions of this Agreement may only be amended by mutually executed supplemental agreements. Any other written or oral statement shall not constitute an amendment to the Agreement.
11.9. This Agreement was concluded by digital transmission on [18.04.2025]. If the Customer activates the User Account before the signature date of this Agreement, the period between the date on which the User Account was activated and the date of this Agreement, and any Services purchased by the Customer during this period, shall also be subject to the terms of this Agreement.