TERMS OF USE AGREEMENT FOR BUSINESSES

(A)

PARTIES

1. JACCA

Titel                           : MOBİTE BİLİŞİM TEKNOLOJİLERİ ANONİM ŞİRKETİ

Address                      : Yenibosna Merkez Mh. Prof. Dr. M. Nevzat Pisak Cd. No: 8 K: 4  

   Bahçelievler/İstanbul/Türkiye

Web-Address            : : www.jacca.com

E-Mail                       : [email protected]

• FIRM/ BUSINESS

Means the member BUSINESSES that use the JACCA Platform in their business within the scope of these Terms of Use Agreement for Businesses (“Terms”).

(B)

DEFINITIONS

In these conditions:

1. JACCA Platform: It refers to the application/platform whose intellectual and industrial rights defined in Article C of this contract belong to JACCA, through the www.jacca.com website of Mobite Bilişim Teknolojileri Anonim Şirketi, one of the parties to this contract, and through different portals to be developed in the future.
2. Conditions: This refers to the JACCA Terms of Use Agreement for Businesses.
3. User: It meansthe natural or legal person who uses one or more of the services of the JACCA Platform specified in this contract, real persons acting on behalf of the legal person.
4. Sub-User Accounts: Refers to the accounts that the business has opened for its personnel in connection with the business account and are subject to the same provisions as business accounts.
5. Employee: It refers to the employees of the BUSINESS, who are in the service sector within the BUSINESS(es) and subject to the evaluations where the profile information of the Users is shared within the JACCA Platform.
6. Confidential Information: All kinds of verbal and written corporate information, invention, work, method, progress and patent, copyright, trademark, commercial-financial-technical secrets between the parties, disclosed by the managers, agents, consultants or employees of the parties or that the parties can learn during the relationship between them, all kinds of commercial information, member information, members’ speech information, similar sectoral research data, technical infrastructure information, technical information, customer information, customer(s) speech information, corporate plans, corporate strategies, customer lists, documents of all kinds, drawings, tables, records, all kinds of information and data, whether in print or electronic media, databases, e-mail messages, e-mail subject headings, e-mail mailing lists, program and source codes, computer software, test results, system architectures and structures, information systems and operational information, project plans or project information contained in information systems, all kinds of data, log records, technical, financial, system, hardware and software information, reports and documents, including all business plans and business information, will be considered confidential information; such as other information that should be kept confidential due to commercial practices will definitely be considered as confidential information (“Confidential Information”), even if it is not subject to legal protection. Information that is in the public domain and information that must be disclosed pursuant to applicable laws or regulations or a court decision or administrative order is not confidential information.
7. Commercial Conditions: It expresses the terms and conditions, which are an annex and an integral part of these terms, concluded between the COMPANY and JACCA in relation to the use of the JACCA platform.

(C)

SERVICES OFFERED BY JACCA

JACCA Platform is the application by JACCA that provides the following services;

1. Business Evaluation: A service designed for instantaneous delivery of user complaints to the BUSINESS authorities, ensuring that suggestions, notifications and complaints reach the authorities.
2. Employee Evaluation: A service that provides complaints, suggestions and notifications regarding the performance of the employees of the BUSINESS
3. Price List Display: A service that allows BUSINESSES to access price information in their menus.
4. Menu Display: A service that allows users to learn the prices, pictures and contents of products and services in their BUSINESS.
5. Ordering: USERS to access the price information of the products and services of the businesses and to collect the services they wish to use or the products they wish to consume/use in a single virtual basket in line with this information; and also the service that enables the Business to forward the order they have created with or without payment through the payment methods determined by the JACCA Platform to the authorities.
6. Payment: A service that allows users to make payments after the service they have received in Businesses through the payment service providers contracted by JACCA through the JACCA Platform.
7. Calling Contact Person/ Waiter: The service that allows the user to call the contact person / waiter in the BUSINESSes through the JACCA Platform.
8. Survey: A service that allows the user to answer the questionnaires that Businesses send to them.
9. Loyalty Program: The program, which includes loyalty apps that Jacca can offer to its customers through the Jacca platform, allows accumulating points, accumulating free products, etc. that can be used for discount purposes.

(D)

SUBJECT OF TERMS

The subject of these Terms is to determine the terms of use of the JACCA Platform, the content of which has been determined in accordance with Article C above, and the rights and obligations of the parties in accordance with these principles.

(E)

DURATION OF CONDITIONS

These Conditions will come into force as of the date the Business uses the JACCA Platform and will have its provisions and consequences. These Conditions will be renewed automatically, unless otherwise agreed, and in case of new conditions, they will be determined by JACCA and notified to the Business in writing.

(F)

RIGHTS AND OBLIGATIONS OF THE PARTIES

1. JACCA’s Rights and Obligations
2. JACCA has the right to use the personal data shared by the Business and the personal data of the contracted Business employees for information purposes for current and potential Users within the scope of these Conditions.
3. JACCA has the title of “hosting provider” as defined within the framework of the Law No. 5651 on Regulating Broadcasts on the Internet and Combating Crimes Committed Through These Broadcasts, in terms of the services it provides within the scope of the Platform and the contents other than its own, and the Business in this context, accepts and declares that it has no responsibility for the contents. In this context, the Business accepts that the users will direct their requests regarding the said content directly to itself.
4. The obligation to issue invoices and receipts for orders placed by the User using JACCA does not belong to JACCA. The obligation to issue invoices and receipts belongs to the Business. The Business is responsible for any problems and damages that may arise within the scope of the Tax Law and Tax Procedure Law on invoices, receipts and related issues. JACCA is not responsible for these problems and damages. The Business clearly declares, accepts and undertakes that JACCA will not be held responsible for these problems and damages.
5. JACCA operates by paying attention to all kinds of requirements while performing its activities and takes all kinds of technical and administrative measures for the protection of personal data.
6. JACCA may provide a ‘link’ to the Business’ website, application and/or other content via the Platform. The link in question may have been provided by JACCA only for ease of reference, or it may have been provided by the Business. As mentioned above, JACCA’s linking to the Business’ websites, applications and/or contents through the JACCA Platform does not constitute any kind of declaration and/or guarantee for such websites, applications and their contents. The responsibility for the services or products offered by the Business’ sites and/or applications accessed through the links on the JACCA Platform or their content belongs entirely to the Business, JACCA has no responsibility in this regard.
7. Business can access the JACCA Platform management panel with the user name and password given to the Business; and the reports, user information, user preferences, survey answers, comments, menu and price lists of the services provided, organization of campaigns and promotions, and access to all other information and documents provided within the scope of the services. JACCA has no responsibility for the opening of sub-accounts through which the Business can access its own account and the security of the username and password of these accounts, and all responsibility belongs to the Business. The responsibility for the usernames and passwords of the Main User and the opened sub-accounts belongs to the Business, and JACCA has no responsibility. The Business is responsible for damages that the Business, the User and third parties may suffer due to the reasons such as loss of these passwords by the Business or copying, stealing, etc. of passwords.
8. The Service and other content within the scope of the JACCA Platform are provided “as is”, and in this context, JACCA has no responsibility or commitment regarding their accuracy, completeness and reliability.
9. JACCA cannot be held responsible for any disputes and/or disputes that may arise between the Business and the User within the scope of the services provided through the platform, and does not act as a mediator or arbitrator.
10. JACCA shall not be liable for any damages incurred by the Business, the User or third parties in the event that the actions such as SMS, e-mail, calls sent to the Business by JACCA do not reach the Business, except through JACCA’s fault.
11. JACCA has no responsibility for any disputes that may arise between the employees and the Business if the Business makes the results of the JACCA Platform subject to the performance evaluations of its employees and changes the employment contracts and working conditions based on this. The Business is obliged to eliminate all kinds of objections, complaints and lawsuits that may be directed to JACCA in such cases.
12. JACCA, to the extent permitted by applicable law, will not be responsible for any direct, indirect, special, incidental, punitive damages that occur as a result of the use of the Platform, including but not limited to items such as loss of profit, loss of goodwill and reputation, expenditure for the supply of substitute products and services. In addition, JACCA further disclaims any warranties of any kind, express or implied, including but not limited to the implied warranty of merchantability, fitness for a particular purpose.
13. JACCA is not liable for any damages, excluding its responsibilities arising directly or indirectly from the legislation, within the scope of the performance of the services specified in clause C. JACCA will not have any responsibility towards all parties, including third parties, for all consequences arising from the Business’ actions.

The Business agrees to indemnify JACCA in cash, defeat and in kind for any and all losses incurred by JACCA due to its violation of the obligations stated herein, while benefiting from the services offered by the JACCA Platform. In case of a liability, a judicial or administrative sanction and a claim for damages, compensation directed to JACCA, JACCA will have the opportunity to recourse all of this damage, direct and indirect damage to the Business.

2. Rights and Obligations of the Business

• The Business will be able to simultaneously monitor the voting and evaluations made about the personnel working within it. JACCA cannot be held responsible for the results of the comments and/or evaluations made about the personnel and the Business, and for the negativities that may occur due to their sharing in all kinds of social media. The Business cannot request the personal information of the Users who perform the evaluation and/or sharing from JACCA.
• The Business, if deemed necessary by JACCA and as agreed by the Business and JACCA, introduces the JACCA Platform; displays visual tools such as stickers, billboards and banners in a location where everyone can easily see them.
• Business declares, accepts and undertakes that the downstream user accounts it has opened for its personnel also fall within the scope of this agreement, that such accounts are bound by the terms of the agreement and that they will fulfill their obligations and that companies are also subject to the sanctions under the contract if they fail to comply.
• The Business cannot register as a user using the legal entity title. Otherwise, JACCA has the right to terminate the invalid membership immediately, regardless of whether the Business uses the JACCA Platform as a User.
• In terms of the personal data obtained from the Users during the use of the Services, the Business is the data controller and is obliged to fulfill the clarification, explicit consent and other responsibilities arising from KVKK. JACCA is not responsible for any damages incurred by the Business, the User and third parties in case of breach of these responsibilities. In case of sending unauthorized electronic messages to the contact addresses obtained from the users, the responsibility belongs to the Business. Access to all data collected from Users during the use of sub-accounts opened by the Business or the services of the Business is the responsibility of the Business. JACCA is not responsible for any damages that may arise due to this access.
• The Business has the title of data controller in accordance with the Law on the Protection of Personal Data No. 6698 (“KVKK”) in terms of user information shared with it within the framework of these terms of use. In this context, the Business is obliged to act in accordance with the provisions of the relevant legislation. JACCA has no responsibility for whether the data controller Business fulfills the requirements of KVKK. JACCA is the data processor in terms of personal data obtained by the Business from users by using the services on the Platform.
• The Business cannot, in any way, transfer or assign all or some of its rights and/or responsibilities under the Conditions to third parties (natural persons and/or legal entities) for a limited or indefinite period.
• The Business recognizes the access to the Services and content offered through the Platform and acknowledges that their quality is largely based on the quality of the service provided by the relevant internet service provider and that JACCA has no responsibility for the problems arising from the said service quality.
• The Business does not have the right to copy, modify, reproduce, reverse engineer, decompile or otherwise access the source code of the software on the Platform, to create work from the Platform, in any way or for any reason. Business, cannot, by the following methods -including but not limited- such as virus, automatic cancellation programs (cancel bots), Trojan horse, malicious code, Internet packet searchers (flood ping), denial of service attacks, packet or IP spoofing (spoofing) , forged forwarding, or any other form of intrusion, email address information, or any similar method or by use of technology, interfer with the Platform. It is strictly forbidden to change the browser and content of the Platform in any way. However, the Business cannot develop a platform, application, website and/or service to compete with JACCA and the JACCA Platform.
• Business; actions, articles, videos, photographs, slogans, images, things like cartoons, lines, words, songs, melodies, comments that are considered criminal offenses and/or require compensation under The Constitution of the Republic of Turkey, Criminal Code of Turkey and other laws, public security , which disturb national unity and solidarity, violate general morality, the public interest and fundamental rights and freedoms cannot be shared via the JACCA platform. In the event of such a situation, JACCA accepts, declares and undertakes that it has no fault and responsibility and that any such content can be removed from publication by JACCA immediately.

(G)

CONTROL CHANGE

In the event that the share structure of the parties and/or the shareholders change partially or completely and/or the management control changes in any way, these Conditions shall remain in effect with all their provisions. The successors of the parties are deemed to have accepted these terms and all the rights and obligations of their predecessors.

(H)

PARTIAL INVALIDITY

If any of the articles of this agreement is deemed invalid or canceled, this will not affect the validity of the other articles of the agreement. In the event of such a situation, the parties have agreed and committed to agree on a new provision that will achieve their intended economic result with the invalid or invalidated provision. If an agreement cannot be reached and thus there is a gap in the contract, the said gap is filled by the competent court upon the request of one of the parties.

(I)

MODIFICATION OF TERMS

JACCA has the right to make unilateral changes to these Conditions at any time, and these changes will become valid upon notification to the Business. Any changes in the Commercial Terms will be subject to the written agreement of the parties.

(J)

FORCE MAJEURE

Circumstances that did not exist and/or were not foreseeable at the time of signing the Conditions, have developed beyond the control of the parties and make it impossible for one or both parties to partially and/or fully fulfill their obligations and obligations imposed by the Conditions are accepted, or to fulfill them in a timely manner, are covered by these conditions as force majeure (natural disasters, war, terror, riots, epidemics, legal provisions, confiscation or strike, lockout, major disruption in production and communication facilities). The party in force majeure is obliged to notify the other party immediately and in writing/e-mail. During the continuation of the force majeure, the parties do not bear any responsibility due to their failure to fulfill their obligations. If this force majeure situation continues for 15 (fifteen) days, each party has the right to terminate unilaterally without compensation and without any penal sanction.

(K)

SECURITY

Parties accepts and undertakes; to keep confidential information strictly private and confidential, to regard it as a confidentiality obligation and to ensure its confidentiality; not to use confidential information for any reason, directly or indirectly, for the benefit of itself or third parties or institutions; not to use and/or allow to be used for any purpose other than the permitted one; not to disclose, report, publish, copy, disclose confidential information to any third party without permission, and take all legal or other measures to avoid disclosure.

Parties accept, declare and undertake, preverse Confidential Information in best way, that (written, verbal, paper, floppy disk, e-mail, Confidential Information) they received, obtained or learned in any way from the other Party and/or the other Party’s Customers before or after the signing date of this Agreement (by providing access or in any other medium or by any other means); to protect them in great secrecy; to not disclose under any circumstances to any person, institution, organization, public or private legal or real person, including the companies of which it is a shareholder or its agents/representatives/shareholders;

Parties accept, declare and undertake; before or after the signing date of this Agreement due to any business/transaction/project/contract/direct-direct business conduct between them; through written, oral, floppy disk, e-mail, access to Confidential Information or any other medium or any other means; Confidential Information received, received or otherwise learned from the other Party; not to disclose, not to deliver, disclose, transfer, share, present in any way to the managers, officials, representatives and personnel who do not need to know, to take all necessary precautions in this regard. Sides accept, declare and undertake to not reproduce, copy, without the written consent of the other party, Confidential Information obtained directly or indirectly, also for the purposes and conditions specified in the agreement made or to be made between the parties, publish or passed into the hands of third parties. and in general they promise to ensure full security. In general, the parties undertake to ensure full security and to implement all necessary measures, precautions, security practices and internal control mechanisms in this regard.

Sides; cannot transfer its rights and obligations arising from this Agreement, partially or completely, to any third party.

The Parties agree, declare and undertake to show the same care in protecting the confidential information of the other party as they do in protecting their own confidential information.

The Parties have exclusive rights over their Confidential Information.

Any material containing confidential information will be returned to the other party immediately upon termination of the commercial relationship between the parties or this confidentiality agreement. The parties will in no way keep any material containing confidential information belonging to the other party. However, if the parties need to keep the confidential information during a legal custody, the parties will limit access to this information and will continue to take every precaution to prevent the confidential information from being disclosed.

The parties cannot transfer confidential information to third parties, distribute it in any way or by any means, disclose it through media organs and media outlets, or use it for advertising purposes, without the written consent of the other party.

This agreement enters into force from the date of signature and remains in effect unless terminated jointly by the parties. Even if the commercial relationship and service contract between the parties ends, the confidentiality obligations in this contract will continue to be valid indefinitely. This agreement or any right herein is not transferable in whole or in part.

The party in the status of data processor shall establish the conditions for the infrastructure, hardware, physical security and control necessary to ensure the security regarding the protection of the confidentiality subject to the Contract and ensure that these conditions are in continuous operation. In the event that this Confidentiality Agreement is terminated in any way, the Parties will prevent access to the Confidential Information of the other Party and will irreversibly delete the records from the computer system. Printed information and any printed or unpublished Confidential Information will be immediately destroyed and/or returned to the other Party after its use for the service regulated by this Agreement. In case the Parties request or if the Confidential Information given is no longer required for the Parties to fulfill their responsibilities in the Agreement or does not create an obligation arising from the legislation, the Parties accept, declare and undertake to return all kinds of Confidential Information and its copies to the other Party and all related material to the other Party and to destroy it in the presence of personnel to be determined by the Party.

(L)

PROTECTİON OF PERSONAL DATA

The parties are obliged to process personal data in accordance with the principles of data processing and processing conditions in the KVKK No. 6698 regarding the personal data they transfer to each other.

The parties will keep the personal data shared with each other for the periods required by the purpose of processing or stipulated by the relevant legislation. When these periods expire, the parties will transfer all the personal data they have processed on behalf of each other to the other party, and delete the originals and backups from their systems.

The parties agree, declare and undertake that they will take all necessary measures for the protection of personal data shared with each other and that they will not use this data for any purpose other than the purposes of providing the services subject to the Agreement, and therefore will not share this data with third parties and/or persons.

In cases where the party in the status of data processor has to employ a subcontractor and therefore transfers the personal data of the other party to the subcontractor regarding the service that is the subject of this main contract offered by the parties to each other, it shall inform the other party in advance. The contract to be signed by the party in the status of data processor with the subcontractor must be signed in such a way as to at least include the obligations in this Contract signed between the Parties.

In addition, the Parties shall take all necessary physical, technical and administrative measures to ensure the appropriate level of security in order to prevent the illegal processing of personal data, illegal access to personal data and to ensure the preservation of personal data in accordance with the KVKK No. 6698. They will be jointly responsible for taking these measures.

The parties shall be obliged to accept the personal data shared with them as confidential information in accordance with this Agreement and not to disclose them indefinitely.

The parties shall inform the other party as soon as possible if the personal data shared with them is obtained by others illegally.

Regarding the personal data they process, the parties shall ensure that they operate processes in accordance with the provisions of the KVKK No. 6698 through internal or external audits.

(M)

NOTIFICATION ADDRESSES OF THE PARTIES

Unless the parties notify any address change in writing, the addresses specified in the Parties section are considered valid notification addresses.

(N)

APPLICABLE LAW AND STATUS OF DISPUTES

These Conditions are subject to Turkish Law. Istanbul Central (Çağlayan) Courts and Enforcement Offices are authorized to resolve disputes, in case of disputes that may arise between the parties, although these Conditions and its annexes are based on these Conditions, if the disputes that may arise from these Conditions cannot be settled amicably between the parties.

(O)

ATTACHMENTS

These Conditions are a whole with their annexes and references to the Conditions are deemed to be made to the annexes. In case of any conflict between the terms and their annexes, the provisions in the annexes shall be deemed valid.

This contract consists of 12 (twelf) pages and 15 (fifteen) articles.