User Membership Agreement

Parties

This membership agreement has been mutually accepted and entered into force between www.shayen.com (hereinafter referred to as the “site”) and the “Member” upon the Member’s electronic approval while registering on the www.shayen.com site.

By giving electronic approval when registering on the Site, the User accepts, declares, and undertakes that they have read the Membership Agreement in its entirety, fully understood its content, and approved all of its provisions.

Definitions

ROYAL PHARMA İLAÇ KOZMETİK GIDA VE SANAYİ A.Ş, the company operating the website www.shayen.com, located at Beylikdüzü O.S.B. MUSTAFA KURTOĞLU CAD. No:31/1, 34520 BEYLİKDÜZÜ/İSTANBUL (hereinafter referred to as the “seller”)

Site: The website accessible online (on-line) within the framework determined by www.sayen.com, where various services and content are offered.

Member: A natural or legal person who becomes a member of the Site and benefits from the Services offered on the Site under the conditions stipulated in this agreement.

Buyer: The Member who, by using the Services offered on the Site, purchases the goods and/or services offered for sale.

User: A person who visits the www.shayen.com website, with or without making a purchase.

Verification Process: The process that must be carried out by the Member by sending a message from the www.shayen.com site on the membership form in order to activate the User’s membership.

Website Terms of Use and Membership Agreement: This agreement concluded electronically between the www.shayen.com website and the natural and/or legal persons who will benefit from the commercial and personalized services offered via the Site.

Subject and Scope of the Agreement

The subject of the Membership Agreement is to determine the Services offered on the Site, the conditions for benefiting from these Services, and the rights and obligations of the parties.

The scope of the Membership Agreement consists of this agreement and its annexes, as well as all warnings, writings, and explanations made by the seller within the Site concerning use, membership, and Services. By accepting the provisions of the Membership Agreement, the Member also accepts any and all statements made by the seller within the Site concerning use, membership, and Services. The Member accepts, declares, and undertakes to act in accordance with all matters specified in the aforementioned statements.

The www.shayen.com website generally provides services via the Site consisting of electronic commerce as defined in consumer law legislation.

Services to be provided via the www.shayen.com website through the Site include, without limitation; after the price of the products offered for sale at www.shayen.com is paid by the Member, and provided that the supplier’s stock status is available—that is, provided that the seller’s contractual obligation to deliver the goods can be performed—the delivery within the committed period of the goods to the customer, on behalf of www.shayen.com, by the shipping company in a defect-free condition.

www.shayen.com is entirely free to determine the scope and nature of the services it will provide through the Site, and any changes it makes to the services shall be deemed to have entered into force upon publication on the Site.

In order to benefit from the services to be offered within the Site, users must possess the features to be determined by www.shayen.com and specified in the relevant section of the Site. www.shayen.com is entirely free to determine these features, and any changes regarding the features shall be deemed to have entered into force upon publication on the Site.

Membership and Conditions of Service Use

Membership is completed by the person who wishes to become a Member sending the necessary identity information to the Site via the relevant section of the Site to register, and by approval of the registration by the seller. Until the membership process is completed, the rights and authorities defined for a Member in this agreement cannot be exercised.

To become a member of the Site, one must be of legal age; for legal entity members, be authorized to represent and bind the legal entity; and must not have been temporarily suspended from membership or permanently banned from membership by the seller under this agreement. Applications made by persons who are not of legal age or who are not authorized to represent and bind the legal entity for legal entity memberships, or applications made by persons who, as stated above, have been temporarily suspended or whose membership has been put on hold, or who have been permanently banned from membership under this agreement, shall preclude the exercise of rights arising from Membership even if the Site registration procedures have been completed.

The seller may, at any time, without providing any justification, without any notification, without any compensation obligation, and with immediate effect, unilaterally terminate this agreement and end the Member’s membership, or, without terminating the agreement, may temporarily suspend the Member’s membership. The decisions of termination, ending membership, and suspension specified in this clause shall be made solely at the seller’s discretion in line with the determination that the Member has acted in breach of this agreement, in breach of the rules stated on the site, that the Member’s transactions or the situation arising as a result of those transactions constitute a risk according to the seller’s information security system, or according to the seller’s commercial decisions, or the assessment that the situation constitutes a legal risk for the seller.

Rights and Obligations

Member’s Rights and Obligations

The Member accepts, declares, and undertakes that while fulfilling membership procedures, benefiting from the Site’s Services, and performing any transaction related to the Services on the Site, they will act in compliance with all the terms in the Membership Agreement, the rules specified in the relevant parts of the Site, and all applicable legislation, and that they understand and approve all the terms and rules stipulated in this agreement.

The Member accepts, declares, and undertakes that, due to mandatory provisions of the applicable legislation or in cases where it is alleged that the rights of other members and third parties have been violated, the seller shall be authorized to disclose their confidential/private/commercial information to official authorities and to rights holders, and that, for this reason, no compensation can be claimed from the seller under any name whatsoever.

The security, storage, protection from the knowledge of third parties, and use of the system access tools (username, password, etc.) used by Members to benefit from the Services offered by the seller are entirely the responsibility of the Members. The seller bears no direct or indirect responsibility for any damages the Members and/or third parties may suffer or may incur due to all negligence and faults regarding the security, storage, protection from the knowledge of third parties, and use of Members’ system access tools.

Members accept, declare, and undertake that the information and content they provide within the Site are accurate and lawful. The seller is neither obliged nor responsible to investigate the accuracy of the information and content conveyed to the seller by the Members or uploaded, modified, or provided by themselves through the Site, nor to guarantee and warrant that such information and content are safe, accurate, and lawful; the seller cannot be held responsible for any damages arising from the inaccuracy or incorrectness of said information and content.

Members may not transfer, in whole or in part, their rights and obligations under the Membership Agreement to any third party without the seller’s written consent.

Those who benefit from the Services offered by the seller and who use the Site may perform transactions on the Site only for lawful purposes. The legal and criminal liability for every action and deed carried out by Members within the Site rests with themselves. Each Member accepts, declares, and undertakes that they will not reproduce, copy, distribute, process, and that they will not compete with the seller directly and/or indirectly through these actions or by other means, the images, texts, visual and auditory images, video clips, files, databases, catalogs, and lists found within the Site in a way that would infringe the moral or personal rights or property of the seller and/or any third party. The seller cannot be held, in any way, directly and/or indirectly responsible for the damages that third parties have suffered or may suffer due to activities carried out by Members on the Site in violation of the provisions of the Membership Agreement and/or the law.

The seller, the seller’s employees, or executives bear no responsibility for the services provided and the content published on the Site by third parties, including Members. The commitment regarding the accuracy and lawfulness of any information, content, visual and auditory images provided and published by any third party rests entirely with the persons who performed these actions. The seller does not commit to or guarantee the security, accuracy, and lawfulness of the services and content provided by third parties, including Members.

The Member accepts, declares, and undertakes that, within the scope of any campaigns and raffles that the seller will carry out through the Site, the membership information of the Members entitled to participate in the campaigns and raffles will be shared with the relevant persons and institutions in connection with the campaign and raffle, and that they will not make any claim for compensation from the seller for this reason.

The Member accepts, declares, and undertakes that, in relation to the transactions carried out on the Portal, they are obliged to take the measures and procedures required by the relevant legislation in the capacity of advertiser, manufacturer, taxpayer, or similar, that the seller has no authority or responsibility concerning these measures and procedures, and that, due to all negligence and faults that will result in the failure to fulfill the measures and procedures specified within the scope of this clause, they will be responsible for the damages that other Members, the seller, and/or third parties have suffered or may suffer.

After filling in the required sections for registration and confirming their e-mail address, the Member may begin using the Site by entering their e-mail address and password, provided that they comply with the conditions specified in this agreement.

While benefiting from the Site and its services, the Member agrees to comply with the Turkish Penal Code, the Turkish Commercial Code, the Law on Intellectual and Artistic Works, the Decree Laws and legal regulations regarding the Protection of Trademark and Patent Rights, the Code of Obligations, other relevant legislative provisions, and all announcements and notifications to be published regarding the services of the Site. Any legal, criminal, and financial responsibility that may arise due to use contrary to these notifications and laws belongs to the member.

Information of visiting members of the Site (frequency of visits, visit times, etc.) is monitored to provide them with better service. This information may be shared, in compliance with privacy conditions, with companies that cooperate on matters such as advertising, in order to expand and improve the content. The purpose here is to improve the service offered to the Site’s users and enrich the content offered by the Site.

Rights and Obligations of Buyers

By making a request to purchase the displayed product, the Buyer is deemed to have accepted the sales terms and procedures determined by the seller together with the product description.

The Buyer accepts and declares that the seller has no knowledge of and is not required to have knowledge of, nor is under any obligation to commit to or guarantee, any matter relating to the essence of the product offered for sale by Manufacturers on the Site, including but not limited to whether the product is defective, whether it is among Prohibited Products, whether it is contraband, its nature, its originality, and the accuracy and completeness of the written and/or visual descriptions used in the promotion of the product.

The Buyer accepts, declares, and undertakes that, at any stage of the purchase-sale process taking place on the Site and for whatever reason, if the Manufacturer refrains from selling and delivering the product, the seller shall have no responsibility or obligation for this situation; and that they cannot request from the seller the procurement of the product they attempted to buy or its equivalent in any manner whatsoever, or any compensation based on this.

The Buyer accepts, declares, and undertakes that, pursuant to Law No. 6205 on the Protection of Consumers and the Regulation on Distance Contracts, the seller will create the preliminary information form and the distance sales contract within the Secure Shopping System Service in relation to the products.

The Buyer accepts, declares, and undertakes that, on the Site, within the framework of Law No. 6205 on the Protection of Consumers and the Regulation on Distance Contracts, they will approve the preliminary information form and the distance sales contract prepared based on the seller’s membership information and the information provided by the Manufacturer regarding the product offered for sale.

Seller’s Rights and Obligations

The seller reserves the right to change the Services and content offered on the Site at any time; to block access to and delete information and content uploaded to the system by Members for Members and/or third parties. The seller may exercise this right without any notification or grace period. Members are obliged to promptly fulfill the changes and/or corrections requested by the seller. If necessary, the changes and/or corrections requested by the seller may be made by the seller. All damages, legal and criminal liabilities arising or that may arise due to the Members’ failure to carry out the changes and/or corrections requested by the seller in a timely manner belong entirely to the Members.

The seller may use the membership information on the Site in any manner for User security, fulfilling its own obligations, and to carry out marketing, promotion, and communication related to internet sites created by the group companies named on the Site’s homepage and its own Site (www.shayen.com), as well as for certain statistical evaluations. It may classify and store this information in a database.

Within the scope of the Services provided on the Site, the seller does not act as a mediator or arbitrator in disputes arising between Members.

The seller may conduct the necessary content and/or message scanning to detect messages and/or content exchanged between Users through the site that are contrary to the Site’s operation and/or the Membership Agreement and/or the Site’s general rules and/or general moral rules and that are not acceptable to “the Seller” or “X”, and may remove the messages and/or content it detects from access at any time and in any manner; the seller may warn the Member who created such message and/or content in writing and/or terminate the Member’s membership temporarily or permanently without any notice.

Members and the seller are legally independent parties. There is no partnership, agency, or employer-employee relationship between them. No partnership, agency, or employer-employee relationship arises as a result of the approval and implementation of the Membership Agreement.

The “usernames” that Members upload into the system when registering on the Site are subject to the provisions contained in this Membership Agreement, and when determining a “username,” Members must not infringe the legal rights of third parties such as copyright, trademark, and trade name. In the event Members act contrary to the provisions of this clause, the seller may request the Member to correct this situation that violates the Membership Agreement, or, if it wishes, may cancel the Member’s membership temporarily or permanently without prior notice to the Member.

The seller accepts, declares, and undertakes that it will keep preliminary information forms and distance sales contracts related to sales made through the Site for 3 years, and during this period will share the distance sales contract and preliminary information form upon the request of the Buyer and the Manufacturer. The seller does not keep customers’ credit card information registered in the system.

For the improvement and development of the www.shayen.com website by the seller and/or within the framework of legal legislation, certain information such as the name of the Internet service provider used to access the site and the Internet Protocol (IP) address, the date and time of access to the site, the pages visited while on the site, and the Internet address of the website that provides a direct connection to the site may be collected.

To provide better service to its members, improve its products and services, and facilitate the use of the site, the seller may use members’ personal information in studies tailored to members’ special preferences and areas of interest. The seller reserves the right to keep records of the member’s actions on the www.shayen.com website.

Due to any breach of the www.shayen.com website rules by the member, user, or buyer, or any non-compliance with any obligation stipulated in this agreement, or any action and transaction contrary to any law, regulation, and other legislation, the seller may immediately restrict or suspend the right of use or cancel the membership without any notice or warning. In such cases, the member, user, or buyer may not claim or collect any negative or positive damages, rights, or receivables from the seller.

Intellectual Property Rights

All elements of the Site (including but not limited to design, text, images, HTML code, and other code) (works subject to the seller’s copyrights) belong to the seller and/or are used by the seller under a license obtained from a third party. Members may not resell, share, distribute, display, reproduce, or create or prepare derivative works from the seller’s Services, the seller’s information, and the seller’s copyrighted works, nor may they allow others to access or use the seller’s Services; otherwise, they shall be responsible for covering the compensation amounts claimed from the seller due to damages suffered by third parties, including but not limited to licensors, and all other obligations including but not limited to court costs and attorney’s fees.

All of the seller’s assets, including the seller’s Services, the seller’s information, the seller’s copyrighted works, the seller’s trademarks, the seller’s trade dress, or all types of tangible and intellectual property rights owned through the Site, as well as all real and personal rights, commercial information, and rights to know-how, are reserved.

Amendments to the Agreement

This agreement shall remain in force until the member cancels their membership or the membership is canceled by the seller. In the event the member violates any provision of the membership agreement, the seller may cancel the member’s membership and unilaterally terminate the agreement.

Limitation of Liability

www.shayen.com.tr shall not be liable for any direct or indirect damages that may arise due to access to the Site, the use of the Site or the information and other data or programs on the Site, for breach of contract, tort, or for other reasons. www.shayen.com accepts no responsibility for interruption of the process, errors, negligence, or interruptions as a result of breach of contract, tort, negligence, or other reasons. By accessing this Site or the other websites linked to it, or by using the Site, it is accepted that the www.shayen.com business is exempt from all kinds of liability, including court and other expenses, from all kinds of damages and claims arising from use/visit.

Assignment

www.shayen.com may assign this agreement in whole or in part at any time without notice. However, the User and the Member may not assign this agreement or any part of it to another party. Any attempt at such an assignment is invalid.

Force Majeure

In all cases legally considered force majeure, the obligations under these Terms of Use and Membership Agreement shall not be liable for late performance or non-performance. Such situations shall not be considered delay, non-performance, or default for www.shayen.com, and no compensation obligation shall arise for the www.shayen.com business in relation to these situations.

Applicable Law and Jurisdiction

In the implementation of this agreement, Consumer Arbitration Committees up to the value announced by the Ministry of Industry and Trade and the CONSUMER COURTS at the seller’s place of residence are authorized. If the Order is approved electronically, the Buyer is deemed to have accepted all provisions of this agreement. In the event of any dispute between the parties and/or complaints of third parties, the seller’s records and documents, e-mail correspondence, and system records on the website (including records in magnetic media such as computer and audio records) shall constitute conclusive evidence exclusively within the meaning of Article 193 of the Code of Civil Procedure.

Enforcement

The member’s completion of the membership registration means that the member has read all the articles in the membership agreement and accepted the articles in the membership agreement. This Agreement was concluded at the moment the member became a member and entered into force mutually. The seller may make changes to the provisions of this agreement at any time; the changes shall be published on the site stating the version number and the date of change and shall enter into force on the same date.

I HAVE READ—ACCEPTED and APPROVED

Member