Online Wholesale Dealership Membership Agreement

PARTIES TO THE CONTRACT

PROVIDER

USER (DEALER)

The institution or individual business that will use the website under the terms of this agreement.

SUBJECT OF THE CONTRACT

The subject of this agreement is the intellectual and industrial property owned by the PROVIDER. wwww.vervegrand.com The provision of the online wholesale sales platform offered through the website named is for the USER (DEALER) to become a member and use the platform, and it determines the terms and conditions of use as well as the rights and obligations of the parties.

This contract imposes rights and obligations on the parties regarding the subject site, and upon accepting this contract, the parties declare that they will fulfill the aforementioned rights and obligations fully, accurately, and on time, in accordance with the conditions requested in this contract.

1. governorate status and approval process

a. The acceptance of this agreement by the USER and filling out the membership form means that the USER has applied for wholesale dealership. The activation of the dealership and the USER's ability to see wholesale prices and place orders is entirely dependent on the PROVIDER's approval.

b. THE PROVIDER reserves the right to request additional information and documents from the USER (Tax Plate, Trade Registry Gazette, Signature Circulars, etc.) before approving the dealership application. In the event that the requested documents are not submitted or are submitted incompletely, THE PROVIDER has the right to reject the application.

c. This membership does not grant the USER an exclusive dealership, distributorship, or agency right.

2. RIGHTS AND OBLIGATIONS OF THE PARTIES

a. THE PROVIDER always reserves the right to make changes to wholesale prices and the products/services offered without prior notice.

b. THE PROVIDER acknowledges and undertakes that the USER will benefit from the services subject to the contract without any deficiencies, except for technical malfunctions.

c. THE USER acknowledges in advance that they will not engage in reverse engineering or any other process aimed at obtaining or acquiring the source code during the use of the site, and that otherwise, they will be responsible for any damages incurred by third parties and legal and criminal proceedings will be conducted against them.

d. THE USER agrees not to produce or share content that is against general morality and etiquette, illegal, infringing on the rights of third parties, misleading, aggressive, obscene, pornographic, violating personal rights, breaching copyright, or promoting illegal activities in their activities within the site, on any part of the site, or in their communications. In case of any harm caused as a result, the user will be fully responsible, and in such cases, the PROVIDER reserves the right to suspend, terminate these accounts, and initiate legal proceedings.

e. The relationships of the site members with each other or with third parties are their own responsibility.

3. INTELLECTUAL PROPERTY RIGHTS

a. All proprietary rights, whether registered or unregistered, such as titles, trade names, trademarks, patents, logos, designs, information, and methods contained on this Site belong to the PROVIDER, who is the operator and owner of the site, or the specified relevant party, and are protected under national and international law. Visiting this Site or using the services on this Site does not grant any rights regarding these intellectual property rights.

b. The information on the site may not be reproduced, published, copied, presented, and/or transferred in any way. The whole or any part of the site may not be used on another internet site without permission.

4. CONFIDENTIAL INFORMATION

a. THE PROVIDER will not disclose the personal and commercial information transmitted by USERS through the site to third parties. This information includes any kind of information identifying the USER, such as first name-last name, title, address, telephone number, e-mail address, and will be referred to briefly as ‘Confidential Information’. This definition also includes the wholesale sales price lists and discounts accessed by the USER through the site.

b. THE USER acknowledges and declares that they consent to the PROVIDER sharing its own communication, portfolio status, and demographic information with its affiliates or group companies, solely for the purpose of marketing activities such as promotion, advertising, campaigns, promotions, announcements, etc.

c. Confidential Information may only be disclosed to official authorities if such information is requested by the official authorities in due course and in cases where disclosure to official authorities is mandatory under the applicable imperative legislation.

5. I DO NOT GUARANTEE

THIS CONTRACT CLAUSE SHALL BE VALID TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE SERVICES PROVIDED BY THE PROVIDER ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE MADE WITH RESPECT TO THE SERVICES OR APPLICATION (INCLUDING ALL INFORMATION CONTAINED THEREIN), WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE.

6. RECORDING AND SECURITY

a. The USER must provide accurate, complete, and up-to-date registration information. Otherwise, this Agreement shall be deemed breached, and the USER's account may be closed without notice.

b. THE USER is responsible for the security of their password and account on the site and third-party sites. THE USER commits not to share their authorized dealership account, password, and confidential information such as wholesale prices with third parties. Otherwise, the PROVIDER cannot be held liable for any data loss, security breaches, commercial damages, or harm to hardware and devices that may occur.

7. FORCE MAJEURE

If the obligations arising from the contract become impossible to fulfill by the parties due to reasons beyond their control; natural disasters, fires, explosions, civil wars, wars, uprisings, public movements, declaration of mobilization, strikes, lockouts and epidemics, infrastructure and internet failures, power outages (to be referred to as "Force Majeure"), the parties are not responsible for this. During this period, the rights and obligations of the Parties arising from this Contract shall be suspended.

8. INTEGRITY AND ENFORCEABILITY OF THE AGREEMENT

If any provision of this agreement becomes partially or wholly invalid, the remainder of the agreement shall continue to be valid.

9. CHANGES TO BE MADE IN THE CONTRACT

THE PROVIDER may partially or fully change the services offered on the site and the terms of this agreement at any time. The changes will take effect from the date they are published on the site. It is the USER's responsibility to keep track of the changes. By continuing to use the services provided, the USER is deemed to have accepted these changes.

10. NOTIFICATION

All notifications to be sent to the parties regarding this Agreement shall be made through the PROVIDER’s known email address and the email address specified by the USER in the membership form. The USER acknowledges that the address provided during registration is the valid notification address, and in case of any change, the USER agrees to inform the other party in writing within 5 days, and if not, notifications made to this address shall be deemed valid.

11. EVIDENCE AGREEMENT

Any disputes that may arise between the parties regarding the transactions related to this contract shall be subject to the acceptance of the parties’ books, records, documents, computer records, and fax records as evidence in accordance with the Law on Legal Proceedings numbered 6100, and the USER agrees not to object to these records.

12. RESOLUTION OF DISPUTES

The courts and enforcement offices of Istanbul (Çağlayan) are authorized to resolve any disputes arising from the implementation or interpretation of this Contract.