Membership Agreement

Parties

This membership agreement has become effective upon mutual agreement of the parties and upon receipt of an electronic approval from the “Member” via http://www.copurs.com/ site in the course of being enrolled in http://www.copurs.com/ (To be hereinafter shortly referred to as the “Site”).

By giving his electronic approval in the course of being enrolled in the Site, the User will be deemed to have declared, accepted and acknowledged that he has fully read, understood, accepted and approved all of the terms and conditions of this Membership Agreement.

 

Definitions

Copurs Tekstil Sanayi Ve Ticaret Anonim Şirketi, having its registered offices at the address of Merkez Mahallesi Birahane Sokak Helboll İş Merkezi No 20A Bomonti Şişli İstanbul Türkiye  Posta 34381 , running and operating the activities of http://www.copurs.com/ internet site (To be hereinafter shortly referred to as the “Seller”).

Site: A web site at the address of http://www.copurs.com/ accessible via on-line medium and offering contents in respect of sales of goods and/or products within a certain framework determined by itself.

Member: A natural person or a legal entity who is a member of the Site and who makes use of the Services offered in the Site in respect of sales of goods and/or products, under the terms and conditions specified in this Agreement.

Buyer: A Member who purchases the goods and/or products offered for sale in the Site by making use of the Services provided therein.

User: A person who visits http://www.copurs.com/web site by or without shopping therein.

Approval Transaction: A transaction effected by the Member for activating the membership of the User by sending a message via http://www.mysabella.com.tr/ site in the membership form.

Web Site Conditions of Use and Membership Agreement: This agreement executed in electronic medium by and between http://www.mysabella.com.tr/ internet site on one side and the natural persons and/or legal entities intending to make use of the commercial and individual services being offered via the Site on the other side.

 

Subject and Scope of Agreement

Subject of this Membership Agreement is to determine the Services regarding sales of goods and/or products offered in the Site, and the conditions of use of the Services, and the mutual rights and obligations of the Parties thereto.

Scope of this Membership Agreement is the declarations such as all kinds and types of warnings, statements and comments made by the Seller regarding the conditions of use and membership of the Site and the Services in respect of sales of goods and/or products, included in this Agreement and its exhibits and contained in the Site. By accepting the terms and conditions of this Membership Agreement, the Member will also be deemed to have accepted all of the declarations such as all kinds and types of warnings, statements and comments made by the Seller regarding the conditions of use and membership of the Site and the Services in respect of sales of goods and/or products described in the Site. Accordingly, the Member hereby declares, agrees and undertakes to comply with all of the terms and conditions set forth in the aforesaid declarations.

The services to be offered via http://www.copurs.com/ internet site are, in general terms, comprised of electronic trade defined in the Consumer Law and associated regulations.

The services to be offered via http://www.copurs.com/ internet site are, without however being limited thereto, related to delivery of the subject goods, selected from among the products offered for sale at the address of http://www.copurs.com/Site, by the cargo courier firm to the customer in the name of http://www.copurs.com/Site within the agreed upon time against and after payment of the price thereof by the Member, if and to the extent the Supplier’s inventory is adequate, or in other words, the obligation of the Seller to deliver the goods as per the Agreement is enforceable by all means.

http://www.copurs.com/ / Site will be entirely free to determine and adjust the scope and kind of the services to be offered thereby in respect of sales of goods and/or products, and all and any changes that may be made in regard to the services will be deemed to have entered into force upon being published in the Site.

In order to be eligible for use of the Services in respect of sales of goods and/or products to be offered via the Site, the Users are required to have the qualifications to be determined by http://www.copurs.com/ / Site and to be described in the related part of the Site. http://www.copurs.com/ / Site will be entirely free to determine these qualifications, and all and any changes that may be made in regard to the qualifications will be deemed to have entered into force upon being published in the Site.

 

Membership Conditions and Conditions of Use of Services

Membership is completed through registration of the candidate Member via the related part of the Site after receipt of his identity data and information needed for membership in the Site, and upon approval of this membership by the Seller. One cannot have the Membership rights, powers and privileges described in this Agreement until completion of the Membership process.

In order to be eligible for membership in the Site, it is required to reach lawful age, and for legal entities, to be authorized to represent and bind the legal entity, and not to have been temporarily restrained from membership and not to have been permanently banned from membership under this Agreement.  Applications filed by minors or for legal entities, by persons not authorized to represent and bind the legal entity, or applications filed by members who have been temporarily restrained from membership and have been permanently banned from membership or whose membership has been suspended as stated in the preceding paragraph prevent the applicants to use the rights arising out of Membership, even if the Site has completed its registration processes and procedures.

The Seller may at all times, in its sole convenience and without being liable to show any reason, without sending any notice and without being obliged to pay any indemnity, terminate this Agreement unilaterally and cancel the membership of the Member with immediate effect or may temporarily suspend and stop the membership of the Member without terminating this Agreement.  The decisions of termination of this Agreement, cancellation of membership, or suspension of membership of the Member as cited in this article will entirely be given by the Seller in its own personal discretion and volition only upon detection of a breach of this Agreement, or breach of the rules declared in the Site, or determination by the Seller that the Member’s transactions or results of its transactions impose a risk in the light of the Seller’s information security system, or in line with the Seller’s commercial decisions or choices, or if and when it is considered by the Seller that the resulting situation constitutes a legal risk.

 

Rights and Obligations

Member’s Rights and Obligations

The Member hereby declares, agrees and undertakes that in carrying out the membership procedures, and in making use of Services of the Site in respect of sales of goods and/or products, and in performing any transaction regarding Services in the Site, the Member will strictly comply with all terms and conditions specified in the Membership Agreement, and all rules published in the related pages of the Site, and all of the applicable laws and regulations, and that the Member has understood and approves all of the terms and conditions agreed upon in this Agreement.

The Member hereby declares, agrees and undertakes that pursuant to the current mandatory law provisions or if and when it is alleged that the rights of other members and third parties are infringed, the Seller will be authorized to disclose and provide the Member’s confidential / proprietary / commercial data and information to both official authorities and other right holders, and that the Member will have no rights of claim against the Seller due to this disclosure under any name or for any cause whatsoever.

It is entirely under the responsibility of the Members to take actions for the sake of security, storage and safekeeping, keeping out of knowledge of third parties, and use of the system access tools and means (User name, password, etc.) used by the Members in order to make use of the Services in respect of sales of goods and/or products offered by the Seller. Accordingly, the Seller may in no case and for no reason be held directly or indirectly liable for the damages and losses that are incurred or may be incurred by the Members and/or third parties due to and as a result of any negligences or faults of the Members in regard to actions for the sake of security, storage and safekeeping, keeping out of knowledge of third parties, and use of the system access tools and means.

The Members hereby declare, accept and acknowledge that all information and contents supplied by them to the Site are fully true, accurate and lawful.  The Seller is in no case obliged or liable to study and check the accuracy or truth of the information and contents transmitted by the Members to the Seller or uploaded, replaced or supplied by the Members in the Site, and to represent and warrant that such information and contents are fully true, accurate and lawful, and therefore, cannot ever be held liable for any damages or losses that may be caused by wrong, inaccurate and unlawful information and contents supplied by the Members to the Site.

Without a prior written consent of the Seller, the Members cannot ever transfer or assign all or some of their rights and obligations arising out of this Membership Agreement to any third party.

Any person who uses the Site and makes benefit from the Services offered by the Seller in respect of sales of goods and/or products may transact in the Site only for legal and legitimate purposes. The Members will themselves bear and assume all civil and criminal liabilities of all and any actions and transactions effected by them in the Site. Each of the Members hereby declares, agrees and undertakes not to reproduce, copy, distribute or process any one of the drawings, texts, visual and audio images, video clips, files, databases, catalogues and lists contained in the Site in such manner or to such extent to infringe on the rights in rem or personal rights or assets of the Seller and/or any third parties, and not to directly and/or indirectly enter into competition with the Seller through such acts and actions or by other ways and means. Now and therefore, the Seller may in no event be held directly and/or indirectly liable for the damages and losses which are or may be suffered by third parties due to any acts or actions committed by the Members in the Site in conflict with the terms and conditions of this Membership Agreement and/or with the applicable laws and regulations.

The Seller and its employees or directors will by no means be held responsible for the services provided or the contents published by third parties, also including the Members, in the Site in respect of sales of goods and/or products.  The responsibilities regarding accuracy, truth and compliance with laws of all and any information, contents, visual and audio images supplied and published by any third party will be fully borne and assumed by the relevant third party.  Thus, the Seller does not ever declare, represent and warrant the security, accuracy, truth and compliance with laws of any contents and services supplied by third parties, also including the Members.

It is also hereby declared, accepted and acknowledged by the Member that in all kinds of campaigns and drawings to be organized by the Seller via the Site, the Seller will share with the related persons or entities working in such campaigns and drawings the membership data and information of all Members deemed eligible to participate in said campaigns and drawings, and that the Member shall have no rights of claim against the Seller in connection therewith.

In regard to the transactions executed by the Member in the Portal, the Member hereby declares, accepts and agrees that he is under obligation to take all actions and abide by all procedures required and imposed by the applicable laws and regulations as an advertiser, producer, taxpayer or similar other capacities, and that the Seller does not have any authorization or responsibility in connection with said actions and procedures, and that he will be personally liable for all kinds of damages and losses which are or may be suffered by other members, the Seller and/or third parties due to his negligent acts or faults leading to non-performance of said actions and procedures referred to in this Article.

The Member may, after filling in the parts required for registration and approving his electronic mail address, start to use the Site by entering his electronic mail address and password, providing that he complies with all terms and conditions of this Agreement.

In the course of making use of the Site and its services in respect of sales of goods and/or products, the Member hereby agrees and undertakes to comply with the pertinent provisions of the Turkish Criminal Code, the Turkish Commercial Code, the Intellectual and Artistic Works Law, the Decree-laws pertaining to Protection of Trademark and Patent Rights and other applicable laws, and the Code of Obligations, and other laws and regulations pertaining thereto, and all kinds of notices and statements published by the Site regarding its services. That is why the Member will personally bear and assume all kinds of civil, criminal and financial liabilities and responsibilities that may arise out of use of the Site and its services in contradiction with said laws and notifications.

Information (frequency of visits, visit timing, etc.) of members visiting the Site is tracked in order to offer better services to them. Such information is also shared with advertisement, etc. service providers of the Site with a view to expanding and improving the contents, in strict compliance with the confidentiality conditions and obligations. The underlying purpose is to further develop the services offered by the Site to its users and to enrich the contents available in the Site.   

 

Rights and Obligations of Buyers

By demanding to buy an exhibited product, the Buyer will be deemed to have accepted both the product definition, and the conditions and procedures of sales determined by the Seller in connection therewith.

The Buyer hereby declares, accepts and acknowledges that the Seller does not have and is not required to have any information, and is not therefore under obligation to represent and warrant anything, regarding the subject product, including, but not limited to, whether the subject products offered for sale in the Site by their Manufacturers are defective and reject or not, or whether they are included in Prohibited Goods or not, or their description, qualities and originality, or the truth, accuracy and completeness of written and/or visual explanations and features used in promotion of the subject products.

The Buyer hereby also declares, accepts and acknowledges that if and when the Manufacturer renounces from selling and delivering the product for any reason whatsoever and at any stage of the trading process being conducted in the Site, the Seller will by no means and for no reason be held liable or responsible for such renunciation or failure, and accordingly, the Buyer cannot request or claim the Seller to supply and deliver the purchased product or its equivalents or to pay any indemnity in connection therewith.

The Buyer hereby further declares, accepts and acknowledges that the Seller will create and provide a preliminary information form and a distant sales agreement regarding the products within the secure shopping system services hereunder pursuant to the Consumer Protection Law no. 6205 and the Regulation on Distant Sales Agreements. 

The Buyer also declares, agrees and undertakes to approve the preliminary information form and distant sales agreement published by the Seller in the Site by using and on the basis of the Buyer’s membership information and the information given by the Manufacturer regarding the product offered for sale, within the frame of the Consumer Protection Law no. 6205 and the Regulation on Distant Sales Agreements. 

 

Rights and Obligations of Seller

The Seller hereby reserves its rights to at all times change or adapt the Services and contents in respect of sales of goods and/or products offered in the Site, and to delete the information and contents uploaded by the Members to the system, and to close the same for access  by third parties, also including the Members.  The Seller may use these rights without sending any notice or giving any additional time. The Members are under obligation to urgently make the changes, adaptations and/or corrections demanded by the Seller as above. The requests of the Seller for changes, adaptations and/or corrections may also be fulfilled and performed by the Seller if deemed fit and necessary. Accordingly, the Members will entirely bear and assume all of the civil and criminal liabilities for damages and losses which have arisen or may arise out of failure of the Members in timely fulfilment and performance of any such changes, adaptations and/or corrections requested by the Seller.

The Seller may use, as it deems fit and appropriate, all membership data and information kept in the Site for the sake of security of Users, or for performance of its own obligations, or for marketing, promotion and communication activities relating to its own Site (http://www.copurs.com/) or other internet sites built by the group companies named in the Site’s home page, and for some statistical evaluations, and may also classify and keep them in a database.

The Seller cannot stand as a mediator or an arbitrator for resolution of disputes that may arise among the Members in connection with the Services offered in the Site in respect of sales of goods and/or products.

The Seller may check and scan the contents and/or messages with the intention of detecting any contents and/or messages which are exchanged between the Users via the Site and are in conflict with the Site’s modus operandi and/or this Membership Agreement and/or the Site’s general rules and/or the general rules of morality and are unacceptable by the “Seller” or “X”, and may remove from accessibility all of the messages and/or contents detected as above at any time and in any form desired, and then, the Seller may warn in writing the Member creating such messages and/or contents and/or may temporarily or permanently terminate the membership of the Member without sending any further notice.

The Members and the Seller are legally independent parties, and do not have any partnership, representation or employment relationship. And no such partnership, representation or employment relationships may arise as a result of approval and implementation of the Membership Agreement.

The “user names” uploaded by the Members into the system at the time of being enrolled in the Site are subject to and governed by the provisions of this Membership Agreement, and in determining or choosing a “user name”, the Members are required to avoid infringing such legal rights of third parties as copyrights, trademarks and trade names. If any Member breaches the provisions of this article, the Seller may request the Member to correct such breach of the Membership Agreement, and may, if it wishes so, temporarily or permanently cancel the membership of the Member without sending a prior notice to the Member.

The Seller hereby declares, agrees and undertakes to keep the preliminary information forms and distant sales agreements relating to sales effected via the Site for a period of 3 (three) years, and to share these distant sales agreements and preliminary information forms with the Buyer and the Manufacturer upon their demands within this period of time. The Seller is not holding the credit card information of its customers registered in the system.

The Seller may collect some information such as name and Internet Protocol (IP) address of Internet Service Provider used for further improvement and development of http://www.copurs.com/ internet site and/or within the frame of the applicable laws and regulations, as well as the date and time of access to the site, and pages entered during the time spent in the site, and internet address of the Web Site used for direct link to the Site.

The Seller may use the personal data of the Members in the course of its activities aimed at determining the private choices and areas of interest of its Members in order to offer better services to its Members and further improve its products and services and facilitate the use of the Site. The Seller hereby reserves its right to keep records of the actions of the Member in the internet site http://www.copurs.com/.

Due to any act or transaction of the Member, User or Buyer in contradiction with the rules of the internet site http://www.copurs.com/ or any one of their obligations arising out of this Agreement or any one of the applicable laws, regulations and other legislative instruments, the Seller may immediately limit or stop the rights of use or cancel the membership without any separate notice or warning. In such cases, the Member, User or Buyer cannot claim or collect any negative or positive damages, losses, rights or interests from the Seller in connection therewith.

 

Intellectual Property Rights

All components (i.e. all and any works covered by the Seller’s copyrights) of the Site (including, but not limited to, designs, texts, images, html codes and other codes) are owned by the Seller and/or are used by the Seller in reliance upon a license right received from a third party. The Members are not allowed to resell, share, distribute, exhibit, reproduce, or make or prepare derivative works out of, the Seller’s Services, the Seller information and the Seller’s works covered by copyrights, nor may the Members permit others to access or use the Seller’s Services, or otherwise, the Members shall be held obliged and liable to indemnify and hold the Seller harmless from all kinds of damages and losses, including, but not limited to, indemnities claimed from the Seller due to damages and losses incurred by third parties, also including licensors thereof, and court fees and expenses and attorney fees in connection therewith.

The Seller hereby retains and reserves all of its rights regarding all kinds of assets, rights in rem and personal rights, commercial knowledge and know-how, also including all and any of its material rights and intellectual property rights, arising out of or in connection with the Seller’s Services in respect of sales of goods and/or products, the Seller’s data and information, the Seller’s works covered by copyrights, the Seller’s trademarks, the Seller’s trade dress or the Site.

 

Term and Termination of this Agreement

This Agreement will be valid and remain in force until the Member cancels his own membership or his membership is cancelled by the Seller. In case of breach by the Member of any one of the terms  and conditions of this Membership Agreement, the Seller may unilaterally cancel the Member’s membership and terminate this Membership Agreement.

 

Limitation of Liability

http://www.copurs.com/may in no case be held liable for direct or indirect damages or losses that may arise out of or in connection with access to the Site or use of the information and other data and programs, etc. in the Site due to breach of contract, tortuous act or in reliance upon other legal theories. Nor does http://www.copurs.com/ accept or assume any liable for interruption of process, errors, omissions or other failure due to breach of contract, tortuous act, negligence or in reliance upon other legal theories. By accessing to this Site or other linked web sites or using this Site, it is hereby deemed to have been accepted and acknowledged by all of the site users that http://www.copurs.com/ internet site will be kept free from all kinds liabilities that may arise out of use/visit and from all kinds of damages, losses and claims, also including court fees and expenses and other costs relating thereto.

 

Transfer

http://www.copurs.com/ may at any time and in its sole discretion transfer this Agreement in full or in part without any further notice. However, the User and the Member cannot transfer or assign this Agreement or any part hereof to any third party. Any such attempt of transfer will be invalid ab initio.

 

Force Majeure Events

In any cases deemed and considered legally as force majeure events, http://www.copurs.com/ may not be held liable or responsible for a failure or delay in performance of these Conditions of Use and this Membership Agreement. Such and similar other events will not be considered and treated as a delay or failure in performance or default on the part of http://www.copurs.com/ and will not lead to any indemnification liability of http://www.copurs.com/  thereinfor.

 

Governing Law and Jurisdiction

All and any disputes that may arise out of or in connection with this Membership Agreement and its implementation shall be in the jurisdiction of the Consumer Arbitration Panels and the Consumer Courts in the Seller’s place of residence up to the threshold published by the Ministry of Industry and Commerce. If and when a purchase order is approved in electronic media, the Buyer will be deemed to have accepted all terms and conditions of this Agreement. In the case of a dispute between the Parties and/or in respect of complaints of third parties,  the Seller’s records and documents, mails and correspondences, and system records on the internet site (also including the records in magnetic media such as computer and sound records) shall be considered and treated as sole, definite, final and prima facie evidence within the meaning ascribed thereto by Article 193 of the Turkish Civil Procedures Code.

Effective Date

By completing his membership registration, the Member will be deemed to have read all articles of this Membership Agreement and have accepted all of the provisions hereof. This Agreement is executed and made effective mutually for all sides when the Member is enrolled as a member hereunder. The Seller may at any time and in its sole discretion amend or revise the provisions of this Agreement, and such amendments or revisions will be published on the Site with reference to version number and date of revision, and will become effective as of the same date.

I HAVE READ, ACCEPTED AND APPROVED.

Member