1. THE PARTIES
This Toptanapp Membership Agreement (“Agreement”) has been executed by and between Toptan App (“Toptanapp”) having its principal place of business at Toptan App, and the member (the “Member”) who requested to sign-up for toptan.app website as a member (the Member”).
Within the scope of this Agreement Toptanapp and the Member shall each be referred to seperately as “Party”, and collectively as “Parties”.
2. SUBJECT MATTER
The subject matter of this Agreement is to ensure the Member to sign-up as member for the membership (“the Membership”) to the website (“Website”) named toptan.app which provides wholesale shopping for clothes, shoes, bags and textile products, and to ensure the Member to review the stores and the products sold by the stores, and also to determine the rights and obligations of the Parties.
The Member will be registered on the Web Site as a member of the Customer-User type.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1. The Membership to the Website will be ensured by the acceptance of the membership agreement and other related texts at the time of the signing in with the username and password given by Toptanapp after the acceptance of this Agreement by the Member. The Member accepts and undertakes that she/he can not use the Website services without the signing into the Website and acceptance of the related texts. Toptanapp has right and authority to change and determine the membership agreement etc. and the provisions of the related texts on the Website alone at any time.
The Member is personally responsible for the obligations determined on this Agreement and other related textx and the Member accepts that she/he will act in accordance with the conditions in these texts; otherwise she/he accepts and undertakes to indemnify all the damages of the Toptanapp.
3.2. The user name and password provided to the Member by Toptanapp is special to the Member. The Member is personally and separately responsible for the privacy and security of the username and password. In case of any action is taken against the Member through the Website due to the inability of the security of the username and password by the Member, the Member accepts and undertakes that she/he shall not hold Toptanapp responsible in any way and will be the only responsible for this.
The Member accepts that the transactions carried out with the username and password belong to her/him are carried out by her/him; the responsibility arising from this transaction belongs to her/him in advance; she/he shall not file any objection and/or plea that she/he did not carry out these transactions herself/himself and/or she/he shall not refrain her/his obligations based on this objection or plea; she/he will be exclusively responsible for all damages of the members and/or third parties or Toptanapp.
3.3. The Website has been created to enable the Member to examine the products offered for wholesale by the stores on the Website and to contact the stores regarding the products for considering purchasing. The Website provides that the products such as textile, clothes, shoes, bags etc. can be viewed and proposals can be received by contacting the stores. The Website does not sell the products or mediate the sale of the products offered for sale directly by the stores; the Website only provides a network by bringing together the stores and the Member. Toptanapp will only allow the Member to access the advertisements of the stores via the Website and will allow the stores and the Member to communicate with each other.
3.4. Toptanapp does not give any guarantee to the Member regarding the existance, stock, quality, qualification etc. of the products promoted by the stores. Toptanapp does not control the trademarks or any other features of the products advertised for the purposes of wholesale by the stores and Toptanapp does not give any guarantee for related situtations.
3.5. The Member accepts and undertakes that she/he will act in accordance with the rules of morality, law and honesty in any communication on the Website and she/he will be exclusively responsible for any breach of these rules.
3.6. Toptanapp allows the Member to view the contents of the advertisements on the Website for the purpose of learning. Committing similar acts for a purpose other than this including but not limited to trying to reach advertisements for a certain number or for all of them through the database, partial or complete copying of advertisements, customer information, designs, code and software, information in the database, Publishing, compiling, processing, changing, transferring them to other databases, directly or indirectly, in other media, making this database available to third parties, Linking to advertisements on the Website, is a violation of this Agreement. Using the whole or any part of the Website for the purposes of distruping, modifying, reverse engineering, attemping to break API protocols by reverse engineering or any other method and accessing the parameters (such as API key, API secret key, request headers, client authentication algorithm) without permisson or share these parameters with the third parties without permisson, attempting to access the Website in a way that hinders, disrupts or interferes with the communication or technical systems of the Website, using screen scraping software on the Website such as Automatic program, robot, spider, web crawler, spider, data mining, data crawling, etc., or systems, automated tools or manual processes, accessing to the datas and softwares of the other members without permisson are also prohibited and illegal.
In such a case, Toptanapp may terminate this Agreement immediately with a unilateral notice, and the Member agrees and undertakes to immediately indemnify all the damages suffered by Toptanapp due to these actions.
3.7. Toptanapp has the exclusive right and authority to determine and change the services provided to its members through the Website at any time, and to add new services to the Website or to remove any existing services. Toptanapp will be able to use these rights without any notice. The Member accepts and undertakes that such a change does not give her/him the right to terminate this Agreement.
3.8. The Member accepts and undertakes that all the transactions, actions and messages performed on the Website shall comply with the rules of law, morality and honesty, the rules on the Website and this Agreement, that she/he will use the Website for lawful purposes and will not pursue any lawful and criminal purposes in any communication and cooperation carried out against the stores/other members. The Member accepts and undertakes that all the legal and criminal responsibility of all transactions and actions carried out on the Website belong to her/him personally and exclusively. If Toptanapp is held responsible for the transaction or action of the Member, she/he will make every effort to relieve Toptanapp from this responsibility and will immediately compensate for any and all damages that Toptanapp has suffered or will suffer, in cash and without the need for a court decision.
3.9. The Member accepts and undertakes that she/he will not engage in activities that will lead to unfair competition in accordance with the provision of the Turkish Commercial Code, she/he will not carry out any acts that will damage the personal and commercial reputation and infringe or attack personal rights of Toptanapp, other members and/or third parties, she/he will act in accordance with the legislation, public order and general moral rules, she/he will take the necessary measures required by the law and will carry out the procedures, she/he will not engage in illegal, criminal, irritating, damaging personal rights, infringing intellectual rights, copyrights, trademark rights and property rights.
3.10. Toptanapp does not guarantee the accuracy, authenticity, security and legality of the advertisements and contents, communications and offers published and displayed by the stores on/through the Website under any circumstances. Although it has no such obligation, Toptanapp has the right to control the content at any time without any notification and to close and delete the access if it deems necessary. The member agrees and undertakes that she/he will not hold Toptanapp responsible for any damage incurred due to the connection established with any member or store through the Website, and will not claim any indemnification from Toptanapp.
Toptanapp has no right, responsiblity and authority to control, audit whether the purchasing processes that may be established between the Member and stores regarding the products offered on the Website are realized in accordance with the issues committed by the parties, whether the sales/delivery transactions are completed on time or whether the payments are made between the Member and stores. Toptanapp has no responsibility for the realization of product sales/purchases as agreed between the stores and the Member, while complying with the obligations of life and property safety and occupational health and safety. Toptanapp does not have any responsibility for cancellations, postponements or changes that may occur in purchasing processes and similar issues that may occur in products.
3.11. Toptanapp does not have any responsibility for the accuracy of the store profiles and advertisements on the website and the commitments made by the stores. Toptanapp does not make any commitment to the Member regarding the Website content or stores. The Member shall not hold Toptanapp responsible if any store fails to fulfill its commitments within the scope of negotiations, purchases or agreements with the stores on/through the Website. Toptanapp will not be a party or a resolution authority in disputes between the Member and the stores.
3.12. If the member wishes, he/she may negotiate separately with the stores and/or conclude a contract for the relevant purchase within the scope of the purchasing relationship(s) to be established through the Website. If such a contractual relationship has been established, Toptanapp will not be a party to this agreement in any way and Toptanapp will not have any responsibility for this relationship. The Member is responsible for protecting all kinds of her/his legal and financial rights regarding purchasing/commercial cooperation in the contracts to be concluded with the stores.
3.13. If the Member wishes, he/she may post a purchase announcement containing the purchase request and details on the Web Site. The Member shall not harm the rights of third parties with the rules of law and honesty in the advertisements given by her/him on the Website.
3.14. In case of communication with the stores through the advertisements given by the stores by the Member, or in case the stores communicate with the Member within the scope of the advertisements given by the Member, the information of the Member may be transferred to the store by Toptanapp in order to provide the necessary communication. The member has accepted this issue in advance by making the membership.
4. INTELLECTUAL PROPERTY
All intellectual and industrial property rights, including system, software, brands, logos, identifying marks, designs of Toptanapp and trademark, design, patent and utility model rights, financial and moral rights are exclusively owned by Digi-Stage, and by this Agreement, the Member is not granted to use and/or transfer any right, authority and/or license.
The information accessed within the Website or provided by the members or the stores, and the database, design, codes and all other matters of the Website are owned by Toptanapp.
The Member does not have the right to resell, process, copy, share, distribute, display Toptanapp services, software and copyrighted works or allow anyone else to access or use Toptanapp services and/or the Website. The Member shall not reproduce, process, distribute or create derivative works of Toptanapp's copyrighted works.
Toptanapp reserves all rights to all assets and information provided through this site.
Except for the rights expressly regulated in this Agreement such as entering/modifying content and/or profiling that may be provided by Toptanapp through the Website, the Member shall not reproduce, distribute, modify, transmit to the public, represent, process, sell, lease, copy, create reverse engineer, decompile and/or disassemble the source code and/or object code, make it accessible to third parties, transfer or license the systems and software under the intellectual and industrial property of Toptanapp or the real and legal persons with whom Toptanapp is related and also shall not engage in anti-competitive and unfair competition behavior.
In the event that any of Toptanapp's intellectual and property rights are violated by its employees, consultants, partners, managers and/or subcontractors or other related persons, the Member shall be jointly (with such person) and severally responsible.
The Member accepts and undertakes that it shall not reproduce, copy, distribute, process any kind of pictures, texts, audiovisual images, video clips, files, databases, catalogs and lists contained in the Website, and shall not engage in any commercial activity by performing such actions; shall not directly and/or indirectly engage in acts and transactions that constitute unfair competition.
5. TERM AND TERMINATION
5.1. This Agreement shall be enter into force upon the completion of the membership registration and shall be valid until the termination for any reason. Each Party may terminate the membership at any time.
5.2. During the validity of the Agreement, without prejudice to the termination possibilities stipulated in the other articles of this Agreement, the Member irrevocably accepts that Toptanapp has the right to terminate this Agreement immediately, without any obligation to pay any compensation, in case of one of the following situations:
a) Corruption, exposition technical attacks such as virus, etc. and usage in violation of general morality and honesty rules of the Website and systems provided to the Member
b) Determination that the Member has committed threats, insults, unlawful acts against other members or stores
c) Learning or detecting the existence of illegal and legal regulations in the relationship established by the member with the stores via/through the Website
d) Breach by the Member her/his obligations set forth in Article 3 of this Agreement and other articles that impose obligations on her/him.
In case of occurrence of the above-mentioned situations, Toptanapp also reserves the right to demand indemnification from the Member for the damages suffered or will suffer.
6.1. Due to the relationship between the Parties within the scope of this Agreement, the Parties accept and undertake the following conditions regarding Confidential Information (Information regarding all kinds of information, programs, products and services transmitted verbally, in writing, electronically or in magnetic media or in any way on commercial, financial, technical or similar matters that the Parties will get during the relationship, Website content and process, service discriptions, infrastructure information, idea, invention, business, method, progress, formulas, models, purposes, standards, programs and source codes, password, special authorization parameters, e-mail addresses, phone numbers of the company, financial information, new business or service ideas, sales strategies, strategic alliances and partners, solutions, customer lists and portfolios, customer information, personal data, softwares, trade secrets, drawings, samples, devices, computer programs, demos, technical informaiton and patent, copyright, trademark, company partnership information, know-how or any novalty that is or is not subject to any other legal protection, written or oral all commercial, financial and technical information) : (i) to protect it in secrecy in accordance with the principles of confidentiality, (ii) not to diclosure, transfer or serve to any third party under no circumstances, (iii) not to use directly or indirectly for the purposes of the commercial relationship between the Parties.
6.2. The information provided by third parties to the Parties without the obligation of confidentiality, public information without the Parties’ fault, the information requested to disclose pursuant to the laws in force, a court decision or administrative order are not defined as “Confidential Information” within the scope of this Agreement.
6.3. In case the Member violate her/his confidentiality obligations described in this Agreement, the Member accepts and undertakes that she/he will immediately indemnify any damage of Toptanapp and all amounts that Toptanapp will have to pay to third parties or any institutions.
6.4. Toptanapp never accesses the credit car/debit card information of the Member in the payments made through the payment service provider.
6.5. These confidentiality terms will be valid indefinitely even if this Agreement expires.
7. PERSONAL DATA PROTECTION
7.1. The Member is personally responsible for fulfilling the obligations related to the protection and processing of personal data registered in its system or processed by her/his in any way within the scope of this Agreement in accordance with the Personal Data Protection Law No.6698 and its secondary legislation, and all other relevant legislation provisions that may come into force after the signing of this Agreement.
7.2. The Member shall take all necessary technical and administrative measures to ensure the appropriate level of security regarding the personal data in order a) To prevent unlawful processing of personal data, b) To prevent unlawful access to personal data, c) To ensure the protection of personal data.
If the Member detects that there has been unauthorized access to the personal data transmitted to her/him within the scope of this Agreement, she/he will immediately (within 24 hours at the latest) notify the Toptanapp and cooperate with Toptanapp to prevent or compensate the damage.
7.3. The Member shall take adequate measures stipulated in the relevant legislation regarding the data, in case there are sensitive personal data included in the data transmitted to her/him by Toptanapp or in any way obtained within the scope of this Agreement.
7.4. The Member shall only process the personal data transmitted to her/him for purposes limited to the subject of this Agreement, shall not pass it on to third parties in any way and shall delete and destroy it in accordance with the current legislation in case the business relationship is terminated or requested by the Toptanapp. The Member shall not use or transfer the personal data by anonymizing it.
7.5. If the Member shares any personal data with Toptanapp, he/she undertakes that the data subjects are informed in accordance with the relevant legislation, including the issues in this Agreement, within the scope of this sharing, and that their express consent is obtained if necessary. Otherwise, Toptanapp has the right to demand indemnification from the Member for all losses incurred.
7.6. The Member shall keep the personal data related to the subject of this Agreement at her/his own discretion. The transfer of personal data by the Member to third parties domestic and abroad, including the transfer of data to a third party due to the use of third-party services, is prohibited unless otherwise agreed in writing between the Parties.
7.7. The Member accepts and declares that he/she knows that the personal data he/she shares with Toptanapp can be anonymized by Toptanapp and shared with other members and that he/she is obliged to inform the third parties whose data he/she shares.
7.8. The Member consents to the processing of personal data shared with Toptanapp and personal data belonging to third parties for the purposes stipulated in the performance of this Agreement and the Law on the Protection of Personal Data and relevant legislation by Toptanapp.
7.9. The Member is obliged to immediately fulfill the data subject requests conveyed to her/him by Toptanapp. Requests that cannot be fulfilled on the same day for any reason will be fulfilled within the following business day by stating the reason in writing.
7.10. In a case where the Toptanapp is data controller for any data; if the data subject make a request from the Member in any way, the Member shall immediately (in any case, the next business day) notify Toptanapp in writing, regarding the request and the Member will act in accordance with the requests and instructions of the Toptanapp.
7.11. The Member accepts and declares that he is subject to the control of Toptanapp and the Personal Data Protection Board in terms of personal data processing within the scope of the Agreement. Toptanapp will be able to carry out such inspections in person or through third parties that it will authorize. If any discrepancy is detected as a result of the audit, the Member will be responsible for the the audit costs.
7.12. If the personal data protection legislation in force causes any change in the obligations set forth in this article, the Member will immediately carry out the necessary work to ensure such compliance, at her/his own expense.
7.13. The Member will act in accordance with all legal obligations during the protection and processing of personal data, otherwise he will be individually responsible for all rights and claims, including but not limited to all material and moral damages, losses, penalties, indemnities incurred / to be incurred by Toptanapp due to this violation, and agrees and undertakes that she/he will immediately reimburse these costs in cash and in advance, upon the first request and without any court or competent authority decision.
7.14. These provisions regarding the protection of personal data will remain in effect indefinitely, even if the Agreement is terminated.
8. FORCE MAJEURE
In the event of events such as war, riot, riot, martial law, curfew, strike, lockout, trade embargo, fire, flood, earthquake, storm, natural disaster, epidemic (“force majeure”) occur beyond the control of the Parties, which is unpredictable, unavoidable and prevents any Party from fulfilling its obligations under this Agreement (excluding confidentiality, protection of personal data and intellectual property), the validity of this Agreement will be suspended. and the Parties shall remain free from their obligations for the duration of the force majeure. If, due to the occurrence of force majeure, delays occur in the fulfillment of the obligations of the Parties defined in this Agreement, a new timetable for the performance of the obligations will be determined by the Parties and the obligations in the Agreement will be reviewed. The parties will do their best to minimize the effects of the force majeure event.
During force majeure, there will be no cancellation of membership under this Agreement, membership will be suspended. With the end of the force majeure, the Agreement will automatically enter into force, the suspended period during the force majeure will be added to the contract period and the Parties will be responsible for their obligations under the Agreement.
9. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of Turkey. Istanbul (Çağlayan) Courts and Execution Offices shall have the jurisdiction over all the disputes arising out of this Agreement.
The provisions of this Agreement may be amended by Toptanapp at any time and unilaterally. Toptanapp will notify the Member of any changes that may occur in this Agreement, and the relevant change will take effect on the dates specified in its notification.
11. TRANSFER AND ASSIGNMENT
This Agreement and/or any rights or obligations determined to belong to the Member by this Agreement cannot be transferred or assigned by the Member to third parties without the approval of Toptanapp.
PERSONAL DATA PROTECTION
PRIVACY NOTICE TO MEMBERS
As per the Personal Data Protection Law numbered 6698 Law and related regulations, your personal data will be processed by the data controller Toptan App Toptanapp due to your membership to our website named toptan.app (“Website”), this Privacy Notice has been prepared to inform you about the processing and protection of your personal data.
Purposes of Processing Personal Data
Your personal data might be processed for the following purposes in compliance with the principles set forth under the Law and related regulations: sign-up for the Website as buyer / potantial buyer, ensuring communication with the stores within the scope of your purchasing requests, transferring your information to stores in order to conducting purchase negotiations, communicating with you for commercial purposes, providing customer support in cases such as complaints/requests.
Data Transferring to the Third parties and Purpose of Transfer
Your personal data will be transferred to the stores for the purposes of forwarding your purchase request and ensuring your commercial communication activities and to the public authorities in case of any legal request or requirement.
Since the servers of the Website are located abroad, your data is only transferred to our suppliers located abroad in order to use our website. If you do not want your information to be hosted abroad, please do not visit our Website.
Methods of Collecting Personal Data and the Legal Basis of Such Collection
Your personal data which is collected electronically during your sign-up for Website, will be processed based on following legal provisions stipulated under article 5 paragraph 1: “explicit consent”, article 5 paragraph 2 limb (c): “Processing of personal data of the parties of a contract is necessary, provided that it is directly related to the establishment or performance of the contract”, article 5 paragraph 2 limb (ç): “It is necessary for compliance with a legal obligation to which the data controller is subject”, article 5 paragraph 2 limb (e): “Data processing is necessary for the establishment, exercise or protection of any right”, article 5 paragraph 2 limb (f): “Processing of data is necessary for the legitimate interests pursued by the data controller, provided that this processing shall not violate the fundamental rights and freedoms of the data subject”.
As per the Communiqué on Principles and Procedures for the Requests to the Data Controller, you may sent your requests relating to your rights stipulated under article 11 of the Law titled “Rights of the Data Subject” in writing at the following address of Toptanapp: email@example.com or in case you have previously notified Toptanapp regarding your e-mail, to firstname.lastname@example.org via your e-mail address which has been previously registered to Toptanapp’s records. .