USER AGREEMENT

 

ARTICLE 1: PARTIES

 

This is a User Agreement (as a short Agreement will be referred).  Istanbul directorate record registration no: 0761053618200010 Mersis.Web address: www.semtrio.com Dudullu OSB Mahallesi DES-2 Cad. Teknopark Binası Apt. NO:8/21 Ümraniye İstanbul is recorded as the address of Semtrio Eğitim ve Danışmanlık Hizmetleri Anonim Company-(as a short Company will be referred), and co2nnectorpro.com.tr ( as a short Website/Site will be referred) CO₂NNECTORPRO corporate carbon  management system -(as a short Application will be  referred) will be presented on the website. Visiting the website ( co2nnectorpro.com.tr) or being  a member  of the application in purpose to use the application and the service.

 

ARTICLE 2: SUBJECT AND SCOPE OF THE AGREEMENT

 

This agreement regulates the rights and obligations of the parties concerned with the terms and conditions regarding the license lease and the data uploaded to the Application in order to use the cloud-based corporate carbon management system application accessed through the Application by the User.

 

ARTICLE 3: ACCEPTANCE OF AGREEMENT

 

The Agreement is deemed to have been accepted by checking the ‘’ I have read and agree to the terms’’ box during the rental process, together with the registration of the application test product or one of the paid packages.

 

ARTICLE 4: DEFINITION OF SERVICE

 

4.1. With the Application offered by the Company, the users will be able to calculate, report, archive, analyze, compare and offset their corporate carbon footprints.

4.2. The features of the application, the scope of the features and the number of regions/locations that can be calculated vary according to the packages specified on  co2nnectorpro.com.tr website. The user will be entitled to use the Application by choosing the appropriate package and paying.

4.3. If the user requests  a different feature development that is not available on the Application, the fee for the relevant feature will be invoiced separately and it will be shown on the customer’s interface.

4.4. The web hosting service required for application use is provided by the Company, and can be used during the Agreement.

4.5. The Application will report according to international standards.

 

ARTICLE 5: TERMS OF USE AND DURATION

 

5.1. The Application is a service provided as software with all the functions specified for a certain period of time and its sectoral definition is known as the SAAS MODEL. The license starting date commences with the acceptance of the AGREEMENT presented, together with the payment of the price declared on the website of Co2nnectorpro.com.tr for the preferred package, and the license period is -1 (one) - year. It will have the right to use all kinds of services offered within the scope of the Application that do not require additional fees. In the event that the service package preference is changed in any way during the usage period of the Application license, the license period will continue to be used based on the first starting date. If the user wishes to continue the service provided, they will be able to continue to use the information declared on Co2nnectorpro.com.tr, which corresponds to the annual license, by paying the price.

 

ARTICLE 6: RIGHTS AND OBLIGATIONS OF THE PARTIES

 

6.1. The User declares knowing that the Agreement must be approved by providing the information requested by the Company in a complete, correct and up-to-date manner in order to benefit from the Application. In case of any change in the information provided during the establishment of the user status, it is obliged to notify the new information to the Company within 3 working days. The User is responsible for the inability to access and benefit from the Site or Application due to the incomplete or inaccurate or not up-to-date information provided.

6.2. The User declares completing that the age of 18 and having the legal capacity to conclude this Agreement. If the User accesses the Site or Application on behalf of a legal entity, the User accepts and declares that having the necessary authorization for this. In this case, the User status and rights and obligations will belong to the company in question.

6.3. The user can establish more than one account using the same or different information. In the event that any account of the User is suspended or terminated by the Company, the User cannot establish a new account (with the same or different information). The Company reserves the right to refuse the opening of the User account without any justification, subject to its own will.

6.4. Access to the Application by the User will be performed using a username and password. The User is responsible for the protection of the confidentiality and security of this password, and it will be deemed that all activities carried out by the use of the information in question through the Application are carried out by the User, and all legal and criminal liability arising from these activities will belong to the User. When the user becomes aware of the unauthorized use of password or any other breach of security, he or she will immediately notify the Company.

6.5. The User accepts and undertakes that using the Application for activities in accordance with the law, and to act in accordance with this Agreement and its annexes. The User will not be able to use the Application and Site to provide services to third parties.

6.6. The User cannot authorize a third-person or party to use the Application.

6.7. Content shared by the User is the property of the User and all responsibility for the content belongs to the User. The Company has the right to use the content within the scope of the license provided by the User under this Agreement. The Company will not be held responsible for the content or the loss or damages that may be caused by the Content, and the Company has no responsibility for compliance with the standards, the accuracy of the content and the accuracy of the data, without being limited to the aforementioned. It is the responsibility of the User whether the results and all documentation to be obtained from the Application are verified as third-party independent verifiers, certification bodies and original statements. The Company reserves the right to regulate, audit, suspend and delete content that is against the law and general ethics. The User accepts that deleting the content from the Application and its systems and the Company is not responsible for any damages that may occur in this context, including lost data.

6.8. If the Application is used by third-parties, in activities that endanger the security and integrity of computer and network systems the Application, the Site or other systems where the services are offered, prevent other Users benefiting from the Application and Site from taking advantage of them, not use them in a way that could damage them or misuse, where the Application is hosted unauthorized access to computer systems or the Application outside the scope of access granted to it will not provide to the Site, the computer systems, devices and devices of the Company and third-parties. Files that will damage the software or illegal Content (the User does not have the right to use not to transmit content including content and other materials that are copyrighted or trade secret) and the computer used in the delivery of the services or the operation of the Site will not change its programs unless it is absolutely necessary for ordinary use, copy, adapt, duplicate, create source code or it accepts and undertakes that it will not perform reverse engineering operations. Violation of this article in such cases, the User, together with third parties, is responsible for the act and damage

accepts, declares and undertakes.

6.9. The User acknowledges that the use of the Application may be subject to restrictions, including monthly transaction and storage volumes.

6.10. The User will keep copies of the content uploaded to the Application. Although the Company complies with the necessary policies and procedures to prevent data loss, it does not give any guarantee that the loss of the content will not occur. The Company is not responsible for the loss of content, regardless of how it came about.

6.11. The Company will keep and use the information and data shared by the User under "Confidentiality Agreement" in addition to this Agreement. The User accepts that the Company can share the information of the User with the relevant authorities in case of request from the competent authorities. Apart from this, the information about the User and the transactions performed by the User on the Site can be used for the security of the User, fulfillment of the Company's obligations and some statistical evaluations. This information can also be classified and stored on a database and the Company will collect such data anonymously for the period required for the performance evaluations of the User's usage and transaction information, marketing campaigns of the Company and its business partners, annual reports and similar transactions will be able to use it after it has been made. User Content and other information of the Company or by third-parties in Turkey accepts or can be stored in data centers located abroad. Within the scope of this article, the data and information of the Company, etc. use depends on the written permission of the User. Otherwise, it will constitute a violation of the contract.

6.12. In case of technical problems with the Application, the User will make reasonable efforts to identify and diagnose the problem before contacting the Company. If the technical support need of the User continues, the necessary support will be provided from the Site, Application or other appropriate channels. The support details to be provided are limited to solving technical problems in the Application, and will be resolved within a maximum of 15 working days.

6.13. In the event that communication tools (such as forum, chat tools or message center) are provided to the User through the Site, the User declares and undertakes to use these communication tools only within the framework of legal purposes and procedures. The User may use such communication tools to sell products and services, e-mails sent without the consent of the other party, files that may damage the software and computer systems of third parties, content that is offensive to other users, or any material other than the purpose of the application, including any unlawful content will not use it for sharing. The User undertakes the authority to do; so, in terms of any communication; the user performs through the Site. The Company is not obliged to check the suitability of the communications made through the Site or whether they are for the purposes of use of the Application. In terms of other web-based communication tools accessed through the Application or used in relation to the Application, the User shall show the necessary care that User is obliged to show while using the communication tools provided on the Site. The Company has the right to remove the communication tools provided through the Site at any time at its own discretion.

6.14. The Company reserves the right to unilaterally amend the provisions of this Agreement and the annexes of the Agreement. The changes to be made will only come into force in the next Agreement year, and in the event that the User does not accept such changes, the right to terminate this Agreement by written notification is reserved.

6.15. The User cannot transfer or assign the User account and its rights and obligations arising from the use of the Site with this Agreement to a third party in any way.

6.16. In the event that the User acts contrary to this Agreement and other terms and conditions within the scope of the Site and the declarations and commitments within this scope, the Company will have the right to suspend the User’s membership or to terminate the User status in this way by terminating the Agreement. In such a case, the Company reserves the right to claim the damages arising from the aforementioned violation from the User.

 

ARTICLE 7: FINANCIAL PROVISIONS

 

7.1. The User will be able to benefit from the services subject to this Agreement within the scope of the conditions in the Application and the Website, if the fees are paid in full with the specified payment terms.

7.2. The fees, payment terms and effective dates of the services subject to this Agreement will be announced in the relevant sections of the Application and the Website. The User has the right to change the membership package at his own discretion. The requests for this will be made at the end of the relevant membership period, otherwise stipulated by the Company. The changes to be made in the fee and payment terms of the membership package during the membership period of the user will be valid with the beginning of the new membership period. No refund will be made if the membership is terminated for any reason, including the termination of the Agreement.

7.3. The User is obliged to notify his request that he will not renew his membership by the communication channels until 14 (fourteen) days before the end of the membership period. In the absence of proper notification, the Agreement is automatically renewed at the current price of the last purchased package. The user is obliged to follow the expiration date of the membership period himself. In case of renewal, the new membership fee defined to the User is calculated over the current price list announced by the Company on the corporate website or price lists on the date of renewal, and invoiced according to the User's information registered in the system. The User is responsible for the taxes payment related to the relevant fees.

7.4. The Company will send the invoice for the usage fees for the membership period at the beginning of the membership period to the Agreement address sent by the User.

7.5. The User accepts that the Company can store the User's credit card or all kinds of payment information.

 

 

ARTICLE 8: INTELLECTUAL AND INDUSTRIAL RIGHTS

8.1. The intellectual property and / or commercial license rights on the Website and Application subject to this Agreement belong to the Company and are protected by the provisions of the Law on Intellectual and Artistic Works, Turkish Penal Code, Industrial Property Law and Turkish Commercial Code. The User has no right to process or change the Website and the Application. In the event that the Website and the Application are processed or changed in violation of this article, all rights, including the intellectual property rights, of the modified and processed Software belong to the Company.

8.2. The User is given a non-transferable, non-exclusive and worldwide simple license to use the Website and the Application for its own internal purposes within the scope of this Agreement. The Company reserves the right to provide the same and similar services to Third Parties and to use the "financial / copyrights" on the Application as it wishes. The right granted to the User in this Agreement does not impose any restrictions on the Company's use of any rights, including Intellectual Property rights, as it wishes.

8.3. The User grants the Company the right to use, copy, transmit and store its information and Content for other purposes and to provide the services within the scope of this Agreement. The Company has the right to sub-license the Third-Party developers for the Content in order to provide the services.

8.4. The User may not copy, modify, reproduce, make source code, reverse engineering, disrupt the sequence, operation, copy or open to anyone's knowledge, disclose the Application and the Site in any way, cannot use it for its account or cannot let be used by Third-Parties except for the purpose of the Agreement

8.5. The property of the offered Application, Software, designs and all other paid or free additional services belongs to the Company and the User cannot claim any rights on them. The Company has the right to make updates and changes regarding all these products and accepts that these studies will not prevent the User's carbon footprint calculation and reporting operation.

 

ARTICLE 9: LIMITS OF WARRANTY AND LIABILITY

 

9.1. The Application, software and other content within the scope of the Site are presented in accordance with the content of the package purchased on the Site, and the Company does not have any responsibility or commitment regarding the accuracy, completeness and reliability of the Application, software and content. The User understands and accepts that the Company also makes no commitment to the relationship between Content and other User data.

9.2. The Company does not guarantee that the use of the Application is uninterrupted and error-free. Although the Company aims to make the Application accessible and usable 24/7, it does not guarantee the operability and accessibility of the systems that provide access to the Application. The User acknowledges that access to the Application may be blocked or interrupted from time to time. The Company is in no way responsible for such blocking or interruptions.

9.3. The User may link to other websites or portals, files or content that are not under the control of the Company over the Site; and accepts and declares that such links do not constitute any kind of declaration or guarantee for the purpose of supporting the website or the operator to whom such links are directed or for the website or the information it contains and the Company has no responsibility for the portals, websites, files and contents, services or products accessed through the aforementioned links or their content.

9.4. The User accepts that the access to and the quality of the Application and/or Applications offered through the Site is largely based on the quality of the service provided by the relevant Internet Service Provider and the Company has no responsibility for the problems arising from the service quality in question.

9.5. The user is exclusively responsible for the contents uploaded and the use of the Site and  the Application. If the violations committed by the User are notified to the Company, the Company will immediately inform the User of the situation. The user accepts responsibility for the violations of intellectual property, Content, Application and use of the Site caused by the User. The Company does not have any responsibility for the aforementioned violations, and the User will be responsible for all kinds of damages, costs and compensation claims.

9.6. The Company shall not be liable for any direct, indirect, special, incidental or punitive damages arising from the use of the Site, including but not limited to items such as Loss of Profit, Goodwill and Reputation, Expenditure for Substitute Products and Services. In addition, the Company further declares that it makes no warranties of any kind, either express or implied, including but not limited to implied warranties, merchantability, fitness for a particular purpose. Liability of the Company within the scope of this Agreement will in any case be limited to the amount paid by the user within the scope of the services subject to this Agreement until the date of the related damage.

9.7. The Company has no legal responsibility for the errors and losses in the Data, voltage fluctuation and power outages, virus contamination, internet lines and similar environmental factors; From application usage training and on-site support services; For the wrong or contrary use of the application; Negligence and defects of Service Providers and Data Centers; Hardware, operating system, remote access network and communication network (network) designs, malfunctions, interruptions and connection errors and database software and other software errors that are not owned by the Company, or for Third Party software.

9.8. Except for the severe fault of the company; the Company is not liable for any material or moral damages, losses and / or claims that may arise due to the use of the Application and this Agreement. The liability of the Company is limited to the "Service Fee", if any, paid for the last purchased membership service to the Company. The Company has no responsibility for free usage. The company is not liable for financial results and indirect damages such as loss of data, profit and gain, special damages and / or consequential damages.

 

ARTICLE 10: EXECUTION AND TERMINATION OF THE AGREEMENT

 

10.1. This Agreement will enter into force as of the date it is signed by the User and will be automatically extended for 1 year periods unless any of the parties notifies it in writing at least 15 (fifteen) days before the expiry date of the Agreement.

10.2. The User may terminate this Agreement at any time with a written notice to be made 1 (one) week in advance without any justification and without compensation. The user will not be able to request any money back from the Company.

10.3. This Agreement may be terminated by the notifying party if one of the Parties does not fulfill its obligations arising from this Agreement fully and properly and the breach is not resolved within the given period despite the written notification to be made by the other party. If the aforementioned breach is committed by the User, the Company will have the right to suspend the status of the User until the violation is resolved. In the event that the User violates this agreement, the Company may terminate the Agreement with a just cause, with immediate effect.

10.4. Termination of the Agreement will not abolish the rights and the obligations of the Parties arising until the termination date. With the termination of the Agreement, the User is responsible for all fees and costs incurred up to that day and will not be able to use the Site and Application as of the termination date. No refund will be made to the User in case of termination of prepaid memberships.

10.5. In cases where the Agreement is terminated although the user account has not been blocked for legal reasons, the Company will ensure that the User can access the Content in read-only form for 6 (six) months.

10.6. The Company has the right to store the Content in databases as long as this Agreement is in effect. Within 6 (six) months following the expiration of the User's membership period or this Agreement, the User will be able to receive the Content for free charge. The company will be able to charge a fee for such requests submitted after the expiration of this period. Related fees will be specified in the Application.

 

ARTICLE  11: FORCE MAJEURE

11.1. Unless otherwise stated in this Agreement, neither the User nor the Company will be deemed to have defaulted on the performance of their contractual obligations to the extent that their fulfillment is prevented or retained due to force majeure. Force Majeure means all phenomena of an unpredictable and irresistible nature, without the fault, fault or negligence of the party based on force majeure.

11.2. In this Agreement, the Parties have identified the main force majeure situations, including but not limited to: Laws and regulations that prevent, delay or make impossible the fulfillment of obligations by Turkish or relevant foreign official authorities, situations of war, strikes, lockouts, fire, earthquakes, floods that directly affect the parties. , other natural disasters and terrorist incidents, internet access and power outages, failure to obtain the consent to be given by the official authorities for the material or personnel that provide the service to the User fully and completely, or the cancellation of those received and similar cases. With this article, the parties have expanded the force majeure conditions stipulated by the law. In case of force majeure, the victim party (i) will notify the other party immediately, (ii) make all the necessary efforts to eliminate the reason for the inability to perform the act, and (iii) the other party will be kept free from contractual obligations until this cause is eliminated, this reason is eliminated. As soon as it does, the victim party will perform all of its actions.

 

ARTICLE 12: MISCELLANEOUS PROVISIONS

 

12.1. The invalidity, illegality and inapplicability of any provision of this Agreement or any statement in the Agreement will not affect the validity of the remaining provisions of the Agreement.

12.2. This Agreement is a whole with its annexes. In case of any conflict between the Agreement and its annexes, the provisions in the relevant annexes will prevail.

12.3. The User will be contacted by the e-mail they have notified during registration or through the general information on the Platform. Communication by e-mail will replace written communication. It is the responsibility of the User to keep the e-mail address up-to-date and to check regularly to inform the Platform.

12.4. Turkish law will be applied in this Agreement, its interpretation or annexes; Istanbul Anatolian Courts and Enforcement Offices will be authorized to resolve any disputes that may arise.