TOPTANAPP STORE MEMBERSHIP AGREEMENT

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 create store on toptan.app website (the Store”).

Within the scope of this Agreement Toptanapp and the Store 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 Store to sign-up for the membership (“the Membership”) to the website (“Website”) named toptan.app which provides wholesale shopping for clothes, shoes, bags and textile products, and ensure the Store to advertize, introduce itself and its products offered for wholesale and also to determine the rights and obligations of the Parties.

The Store will be registered on the Web Site as a member of the Store-OwnerSeller type.

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

3.1. Only the persons or companies can be member as Store on the Website, whoes have physically store at Merter, Güngören, Laleli and Osmanbey in Istanbul and sell textile, clothes, shoes, bags, etc. products for wholesale purposes; and Toptanapp will asses the membership requests within these criterias and, if Toptanapp determines that the Store meets the membership conditions, Toptanapp will approve the membership. Toptanapp is free to accept the Membership request of the Store regardless of the conditions contained herein.

3.2. 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 Store. The Store 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 Store is personally responsible for the obligations determined on this Agreement and other related textx and the Store accepts that it will act in accordance with the conditions in these texts; otherwise it accepts and undertakes to indemnify all the damages of the Toptanapp.

3.3. The user name and password provided to the Store by Toptanapp is special to the Store. The Store is personally and separately responsible for the privacy and security of the username and password. In case of any action is taken against the Store through the Website due to the inability of the security of the username and password by the Store, the Store accepts and undertakes that it shall not hold Toptanapp responsible in any way and will be the only responsible for this.

The Store accepts that the transactions carried out with the username and password belong to it are carried out by her/him; the responsibility arising from this transaction belongs to it in advance; it shall not file any objection and/or plea that it did not carry out these transactions itself and/or it shall not refrain its obligations based on this objection or plea; it will be exclusively responsible for all damages of the members, stores and/or third parties or Toptanapp.

3.4. The Website has been created in order to create a sales platform where the stores can come together with the buyers / potential buyers by posting their wholesale products on the Website. 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 Store is obliged to carry out product sales externally and physically, and the Website does not sell or act as an intermediary for the products offered for sale directly by the Store. The Web Site only provides a network by bringing together the Store and buyer / potential buyer members. Toptanapp will ensure that only the Store's advertisements can be accessed through the Website and will allow the Store and buyers / potential buyers to communicate.

3.5. The Store is solely and exclusively responsible for the products it undertakes to offer wholesale opportunities through the Website. Toptanapp does not give any guarantee to any third party regarding the existance, stock, quality, qualification etc. of the products promoted by the Stores. The Store will in no way present Toptanapp as a guarantor to third parties in matters for sale, supply, etc.

3.6. The Store accepts and undertakes that it will act in accordance with the rules of morality, law and honesty in any communication on the Website and it will be exclusively responsible for any breach of these rules.

3.7. Toptanapp allows the Store to advertize the products offered for wholesale and to contact with the buyers/potential buyers. 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 Store agrees and undertakes to immediately indemnify all the damages suffered by Toptanapp due to these actions.

3.8. The Store will only be able to use the brand(s) that it owns or has the right to use, in its advertisements placed on the Website. Toptanapp has no obligation to investigate the ownership of the right to use the brand or brand used by the Store. In the event that third parties make a request from Toptanapp for any reason within the scope of the Store's brand use, the Store is obliged to immediately indemnify for all the damages that Toptanapp has suffered/will suffer, including the payments that have to be made to third parties.

3.9. Toptanapp has the exclusive right and authority to determine and change the services provided to its members / stores 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 Store accepts and undertakes that such a change does not give it the right to terminate this Agreement.

3.10. With this Agreement Toptanapp will ensure the Store that the advertizements uploaded to the Website can be reviewed by the buyers/potential buyers by using relevant interfaces. The Store is personally and exclusively responsible for the advertisements uploaded to the Website by the Store and the contents contained in the advertisements. If the third party makes any request from Toptanapp due to the related content, the Store will be the sole addressee of this request and will assume all kinds of responsibility; accepts and undertakes that Toptanapp will immediately indemnify any damages incurred, if any.

3.11. The Store 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 it 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 Store accepts and undertakes that all the legal and criminal responsibility of all transactions and actions carried out on the Website belong to it personally and exclusively. If Toptanapp is held responsible for the transaction or action of the Store, it 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.

3.12. The Store accepts and undertakes that it will not engage in activities that will lead to unfair competition in accordance with the provision of the Turkish Commercial Code, it 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, it will act in accordance with the legislation, public order and general moral rules, it will take the necessary measures required by the law and will carry out the procedures, it will not engage in illegal, criminal, irritating, damaging personal rights, infringing intellectual rights, copyrights, trademark rights and property rights.

3.13. Toptanapp does not guarantee the accuracy, authenticity, security and legality of the communications, offers and agreements to be made by the members on/through the Website under any circumstances. Although it has no such obligation, Toptanapp has the right to control the communications made through the Website at any time without any notice and to block and delete it if it deems necessary. The store accepts and undertakes that it will not hold Toptanapp responsible for any damages incurred due to the connection it has established with any member or store through the Website, and will not claim any compensation from Toptanapp.

Toptanapp has no right, responsiblity and authority to control, audit whether the purchasing processes that may be established between the Store and members 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. Toptanapp has no responsibility for the realization of product sales/purchases as agreed between the Stores and members, 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.

3.14. Toptanapp does not have any responsibility for the accuracy of other member profiles and information on the website and the commitments made by the members. Toptanapp does not make any commitment to the Store regarding the Website content or other members. The store will not hold Toptanapp responsible if any member fails to fulfill his/her commitments within the scope of negotiations, projects or agreements with buyer / potential buyer members through / through the Website. In disputes between Toptanapp Store and members or other stores, no party will be a resolution authority.

3.15. If the Store wishes, it may negotiate separately with the members 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 Store is responsible for protecting all kinds of its legal and financial rights regarding purchasing/commercial cooperation in the contracts to be concluded with the members.

3.16. The Store accepts and undertakes that qualification, eligibility for sale and all other matters of the products offered for wholesale on the Website will comply with the legislation, it will take required legal permissions from related institutions, it will carry out the necessary procedures and all legal, financial and tax liabilities related thereto belong exclusively to it.

3.17. The Store shall in no way harm the brand or license rights of third parties for its products, which are included in the advertisements on the Website and offered for wholesale; accepts and undertakes that it will not sell an illegal product. If the Store violates this obligation, it will immediately compensate in cash for all kinds of damages that Toptanapp may incur and any payments it may have to make to third parties. Toptanapp may freeze or delete the Store's advertisements and/or membership without prior notice, upon learning that the Store has acted contrary to its obligation stipulated in this article.

3.18. The store is affiliated with the advertisements it publishes on/through the Website. The Store fulfills its commitments to other members fully and in a timely manner in its communication and other commercial relations with other members/stores with these announcements; otherwise it will be personally and exclusively responsible for the requests of other members; therefore, it accepts and undertakes that Toptanapp will immediately indemnify all its losses in case of any loss.

3.19. In the event that the Store will no longer sell for any reason the products that it declares to have wholesaled on the Website, it will immediately remove the advertizement for the product on the Website. The Store will in no way deceive other members, buyers / potential buyers of Toptanapp into selling an unavailable product; it will not publish any advertizements in this context.

3.20. In case of advertizing by the stores, or communication with the members through the advertisements given by the stores or or in case the Store communicates with the members within the scope of the advertisements given by the members, the information of the Store may be transferred to the members by Toptanapp in order to provide the necessary communication. The Store has accepted this issue in advance by making the membership. Also, the Store accepts and undertakes that its advertizements and its name and contact details shall be published on the Website publicly.

4. MEMBERSHIP FEE

The Store accepts and undertakes to pay a monthly membership fee to Toptanpp in accordance with the rights granted to it on the Website under this Agreement. If the payment is not made at the beginning of the relevant month, the Store will not be able to benefit from the opportunities provided to it on the Website.

The Store will be able to pay the membership fee through the payment service provider with monthly recurring payments and online with a credit or debit card during membership registration.

The membership fee is determined unilaterally by Toptanapp, and any changes that may occur in the membership fee will be separately announced to the Store by Toptanapp at the beginning of the relevant month.

5. 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 Store 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 Store 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 Store 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 Store shall be jointly (with such person) and severally responsible.

The Store 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.

6. TERM AND TERMINATION

6.1. This Agreement shall be enter into force upon the completion of the membership registration and the acceptance of the membership of the Store by Toptanapp, and shall be valid until the termination for any reason. Each Party may terminate the membership at any time.

6.2. During the validity of the Agreement, without prejudice to the termination possibilities stipulated in the other articles of this Agreement, the Store 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 Store

b) Determination that the Store 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 Store with the members via/through the Website

d) The advertizements published by the Store on the Website are not reflective of the truth, are misleading and/or violate the trademark, copyright or any other rights of third parties

e) Breach by the Store its 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 Store for the damages suffered or will suffer.

6.3. If this Agreement or membership is terminated for any reason, the username and passwords of the Store will become invalid and the Store will not be able to access the Website.

7. GİZLİLİK

7.1. 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.

7.2. 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.

7.3. In case the Store violate its confidentiality obligations described in this Agreement, the Store accepts and undertakes that it will immediately indemnify any damage of Toptanapp and all amounts that Toptanapp will have to pay to third parties or any institutions.

7.4. Toptanapp never accesses the credit car/debit card information of the Store in the payments made through the payment service provider.

7.5. These confidentiality terms will be valid indefinitely even if this Agreement expires.

8. PERSONAL DATA PROTECTION

8.1. The Store is personally responsible for fulfilling the obligations related to the protection and processing of personal data registered in its system or processed by itself 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.

8.2. The Store 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 Store detects that there has been unauthorized access to the personal data transmitted to it within the scope of this Agreement, it will immediately (within 24 hours at the latest) notify the Toptanapp and cooperate with Toptanapp to prevent or compensate the damage.

8.3. The Store 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 it by Toptanapp or in any way obtained within the scope of this Agreement.

8.4. The Store 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 Store shall not use or transfer the personal data by anonymizing it.

8.5. If the Store shares any personal data with Toptanapp, it 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 Store for all losses incurred.

8.6. The Store shall keep the personal data related to the subject of this Agreement at its own discretion. The transfer of personal data by the Store 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.

8.7. The Store accepts and declares that it knows that the personal data it shares with Toptanapp can be anonymized by Toptanapp and shared with other members and that it is obliged to inform the third parties whose data it shares.

8.8. The Store 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.

8.9. The Store 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.

8.10. In a case where the Toptanapp is data controller for any data; if the data subject make a request from the Store in any way, the Store shall immediately (in any case, the next business day) notify Toptanapp in writing, regarding the request and the Store will act in accordance with the requests and instructions of the Toptanapp.

8.11. The Store accepts and declares that it 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 Store will be responsible for the the audit costs.

8.12. If the personal data protection legislation in force causes any change in the obligations set forth in this article, the Store will immediately carry out the necessary work to ensure such compliance, at her/his own expense.

8.13. The Store 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 it will immediately reimburse these costs in cash and in advance, upon the first request and without any court or competent authority decision.

8.14. These provisions regarding the protection of personal data will remain in effect indefinitely, even if the Agreement is terminated.

9. 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.

10. 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.

11. CHANGES

The provisions of this Agreement may be amended by Toptanapp at any time and unilaterally. Toptanapp will notify the Store of any changes that may occur in this Agreement, and the relevant change will take effect on the dates specified in its notification.

12. TRANSFER AND ASSIGNMENT

This Agreement and/or any rights or obligations determined to belong to the Store by this Agreement cannot be transferred or assigned by the Store to third parties without the approval of Toptanapp.

TOPTANAPP PERSONAL DATA PROTECTION PRIVACY NOTICE TO STORES

Data controller

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 to the Website as store, publishing your adverts on the Website, ensuring the communication regarding to purchase requests of the members, transferring your information to members 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 published on Website for ensuring that you may reach buyers/potential buyers by publishing your adverts. Also, your personal data will be transferred to members you contact through the Website within the scope of purchase requests or for your commercial communication, to our suppliers in order to carry out your payment transactions and to authorized public institutions and organizations in case of any legal request and 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”.

Your Rights

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: info@toptan.app, or in case you have previously notified Toptanapp regarding your e-mail, to info@toptan.app via your e-mail address which has been previously registered to Toptanapp’s records.

EXPLICIT CONSENT FOR PERSONAL DATA PROCESSING AND COMMERCIAL ELECTRONIC COMMUNICATION

When you approve this consent, your personal data may be processed and transferred to our suppliers located domestic and/or abroad and our business partners for the purposes of defining advantageous product and price alternatives, notifying regarding the advantages, conducting marketing activities special for you and notifying advertisement, promotion, campaign, making new product notifications and offering cross shopping opportunities, targeting and making analysis etc.; your personal may be also transferred to social network providers for the purposes of advertisement targeting and also commercial electronic messages may be sent you for the specified purposes.