HEOXA USER AGREEMENT

By registering on our site, you acknowledge, declare, and agree that you have read the User Agreement, understood its content, and accepted its provisions. (publication year: 2024)

1. Parties

This Heoxa User Agreement (hereinafter briefly referred to as the 'User Agreement'), consisting of this contract and its inseparable annexes, is executed between Heoxa and the User who registers on the Site, for the purpose of the User becoming a member of the Site, at the moment the User approves the User Agreement in the electronic environment where the Site is located. By becoming a member of the Site, you acknowledge, declare, and undertake that you have read the User Agreement in its entirety, fully understood its content, and approved all of its provisions.

2. Definitions

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

Buyer: A User who, by using the Services offered on the Site, offers for sale to other Users goods and/or services of which they are legally the owner and have the right and authority to dispose.

Seller: A User who, by using the Services offered on the Site, offers for sale to other Users goods and/or services of which they are legally the owner and have the right and authority to dispose.

Site: The website consisting of the domain name Heoxa (www.heoxa.com) and its subdomains connected to this domain name.

Heoxa Education Platform (the 'Platform'): The applications put forward by Heoxa within the Site to enable Users to perform the work and transactions defined in the User Agreement. Heoxa may, at any time, make changes and/or adaptations to its Services in order to enable Users to carry out the work and transactions defined in the User Agreement more effectively.

Product: Any kind of goods and/or services offered for sale by the Seller on the Site.

3. Subject and Scope of the Agreement

3.1 The subject of the User 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.

3.2 The scope of the User Agreement consists of the User Agreement and its annexes, as well as all notices, writings, and explanations made by Heoxa within the Site regarding use, membership, and Services.

3.3 By accepting the provisions of the User Agreement, you also accept any and all statements made by Heoxa within the Site regarding use, membership, and Services and that you will act in accordance with these statements.

4. Membership and Conditions of Service Use

4.1 Membership is completed by the person who wishes to become a User entering the necessary information to become a member of the Site via the relevant section of the Site. Unless the membership process is completed, one cannot acquire the rights and authority of being a User as defined in this User Agreement.

4.2 To become a member of the Site, you must not have been temporarily suspended from membership or permanently banned by Heoxa pursuant to Article 5.2 of this User Agreement. As stated above, the completion of site registration procedures by persons who have been temporarily suspended or permanently banned by Heoxa pursuant to Article 5.2 will not result in them becoming members of the Site.

5. Rights and Obligations

a) While fulfilling membership procedures, benefiting from the Services of the Site, and carrying out any transaction related to the Services on the Site, the User accepts, declares, and undertakes that they will act in compliance with all the terms in the User Agreement, the rules specified in the relevant parts of the Site, and all applicable legislation, and that they understand and approve all of the foregoing terms and rules.

b) In cases where, pursuant to the provisions of the Privacy Policy and mandatory provisions of the applicable legislation, or in the event it is claimed that the rights of other Users or third parties are violated, Heoxa shall be authorized to disclose the User’s confidential/private/commercial information to official authorities and to rights holders, and the User accepts, declares, and undertakes that no compensation can be claimed from Heoxa under any name whatsoever for this reason.

c) The security, storage, non-disclosure to third parties, and use of the access tools (username, password, etc.) that Users use to access the system in order to benefit from the Services provided by Heoxa are entirely the responsibility of the Users. Heoxa has no direct or indirect responsibility for any damages that the Users and/or third parties may suffer or may incur due to all negligence and faults of Users concerning the security, storage, non-disclosure to third parties, and use of the system access tools.

d) Users accept, declare, and undertake that the information and content they provide within the Site are accurate and lawful. Heoxa is not obligated or responsible for investigating the accuracy of the information and content conveyed to Heoxa by Users or uploaded, modified, or provided by themselves through the Site, nor does it guarantee and warrant that such information and content are safe, accurate, and lawful; Heoxa cannot be held responsible for any damages arising from the inaccuracy or incorrectness of such information and content.

e) Users may not, without Heoxa’s written consent, transfer, partially or completely, their rights and obligations under the User Agreement to any third party.

f) Those who benefit from the Services provided by Heoxa and use the Site may only perform transactions on the Site for lawful purposes. Users are solely responsible, legally and criminally, for every transaction and action they perform within the Site. Each User accepts, declares, and undertakes that they will not reproduce, copy, distribute, process, or otherwise use in a way that would infringe the real or personal rights or property of Heoxa and/or any third party any images, texts, visual and audio images, video clips, files, databases, catalogs, and lists available within the Site; and that they will not directly and/or indirectly compete with Heoxa through these actions or by other means. Heoxa can in no way be held directly and/or indirectly responsible for any damages that third parties may incur or may be likely to incur due to activities carried out by Users on the Site in violation of the provisions of the User Agreement and/or the law.

g) Heoxa, its employees, or its executives have no responsibility for the services provided and content published by third parties, including Users, on the Site. The commitment to the accuracy and lawfulness of information, content, visual and audio images provided and published by any third party lies entirely with the persons who carry out these actions. Heoxa does not guarantee and warrant the security, accuracy, and lawfulness of services and content provided by third parties, including Users.

h) Users accept, declare, and undertake that they will not perform transactions on the Site that would enable money transfers between their own memberships or memberships belonging to their acquaintances, and that they will not engage in behavior that manipulates the operation of the Site; otherwise, they will compensate Heoxa for any and all damages incurred.

ı) Users accept, declare, and undertake that this User Agreement shall be valid in every medium in which the Site operates, including mobile environments.

i) Heoxa, at its own initiative, enables Users to receive promotional and informational messages to be sent by Heoxa. Users accept, declare, and undertake that they consent to the sending of all informational and promotional messages by Heoxa in every medium in which the Site operates, including mobile environments. Users have the right to change their preferences regarding receiving informational and promotional messages via the settings in their user accounts.

j) The User accepts, declares, and undertakes that Heoxa allows the user’s credit card information to be stored in an encrypted manner on the User’s own device in Heoxa’s mobile application related to the Site. The User accepts, declares, and undertakes that Heoxa has no responsibility for the theft or loss of the device or its falling into the hands of unauthorized persons.

5.1.1. Rights and Obligations of Buyers

a) By requesting to purchase a Product or, in cases where sales are made with the pricing model determined by the Seller, by ordering the Product; the Buyer is deemed to have accepted the Product description and the sales terms and procedures determined by the Seller.

b) The Buyer accepts, declares, and undertakes that they will act in accordance with the rules determined by Heoxa regarding giving or canceling bids for Products in sales made via the pricing model.

c) The Buyer accepts and declares that Heoxa does not have and is not required to have knowledge about whether Products offered for sale by Sellers on the Site are defective and/or contraband and/or Prohibited Products, their nature, originality, or the accuracy of written and/or visual descriptions used in the Product promotion, including but not limited to these matters; and that Heoxa has no obligation to guarantee or warrant any of these.

d) At any stage of the purchase-sale process on the Site and for any reason whatsoever, if the Seller refuses to sell the Product or cancels the bids given for the Product, the Buyer accepts, declares, and undertakes that Heoxa will have no responsibility or obligation due to this situation; and that the Buyer cannot request from Heoxa the procurement of the Product they attempted to purchase, or an equivalent, in any manner whatsoever, or any compensation based thereon.

e) The Buyer accepts, declares, and undertakes that, within the framework of the Law on the Protection of Consumers and the Regulation on Distance Contracts, Heoxa may use the Buyer’s user information.

f) The Buyer accepts, declares, and undertakes that Heoxa will not be a party to any dispute arising from the preliminary information form and distance contract; that the sole addressee of any and all claims regarding the preliminary information form, the distance contract, and/or the Product subject to sale is the Seller; and that Heoxa has no legal liability in relation to these claims.

g) The Buyer acknowledges, understands, and accepts that Heoxa, which is not a party to the sale agreement between the Buyer and the Seller and does not make any transaction, commitment, or undertake any obligation regarding the sale relationship and the Product subject to sale, has no transaction, commitment, or obligation whatsoever under any title within the scope of the Law on the Protection of Consumers, including seller, provider, manufacturer, producer, dealer, agent, advertiser, media organization, and the like; and that Heoxa is not a party to the preliminary information form and distance contract between the Buyer and the Seller.

5.1.2. Rights and Obligations of Sellers

a) The Seller accepts, declares, and undertakes that the ownership of the Product(s) offered for sale on the Site belongs to them and/or that they are authorized to transfer ownership and that there is no legal or other obstacle to the sale by them of the Product(s).

b) The Seller is entitled and authorized to offer and sell a Product on the Site at a fixed price disclosed in advance by using the 'Buy Now' option or via the 'Make an Offer' pricing model. The Seller accepts, declares, and undertakes that, in sales made via the 'Make an Offer' pricing model, if the Buyer accepts to pay the product price via the 'Buy Now' option and transfers the money, the Buyer is entitled to receive the Product.

c) The Seller accepts, declares, and undertakes that the Product(s) they offer for sale on the Site, including Prohibited Products, are not contrary to the rules regarding the use of the Site and the Services offered on the Site, and to the conditions regarding membership as determined by the provisions of the User Agreement, and that they comply with the applicable legislation.

d) The Seller accepts that all legal responsibility for the Products displayed on the Site belongs to them, that the Products have previously been placed on the market by the manufacturer or authorized sellers in Türkiye and worldwide, and that Heoxa is not, under any capacity, in a direct or indirect relationship with the Seller regarding product supply and sales.

e) The Seller accepts, declares, and undertakes that they will be solely responsible for any and all liability that may arise from the fact that the Product(s) offered for sale on the Site are Prohibited Products; or from the sale, distribution, or any act of offering for sale on the Site being contrary to any applicable regulation.

f) At any stage of the purchase-sale process on the Site and for any reason whatsoever, if the Buyer gives up purchasing the Product, the Seller accepts, declares, and undertakes that Heoxa will have no responsibility or obligation due to this situation; and that the Seller cannot request the sale of the Product they attempted to sell to another person under the purchase conditions created by the Buyer who gave up, or any compensation based thereon.

g) If Heoxa suffers any damage due to the Seller’s violation of any provision contained in this Agreement, the Seller accepts, declares, and undertakes that they will immediately compensate Heoxa’s actual damages and that Heoxa will set off such damages from any amounts without any notice requirement.

h) The Seller accepts, declares, and undertakes that, regarding the Products they offer for sale, both during the sales phase and after the sales transaction is completed and payment is made to them, they alone shall be responsible for any and all damages that may arise for Buyers and third parties, and that they will cover all rights and receivables as well as costs and attorney’s fees arising from all claims and lawsuits to be brought by Buyers and rights holders due to the Seller’s failure to fulfill the obligations stated in this User Agreement. Heoxa always reserves the right to recourse to the Seller any attorney’s fees, compensation, and other claims arising from all lawsuits to be brought by Buyers and rights holders against Heoxa.

ı) The Seller accepts, declares, and undertakes that Heoxa may use their user information related to the Products sold on the Site pursuant to the Law on the Protection of Consumers and the Regulation on Distance Sales.

i) The Seller accepts, declares, and undertakes that they will be responsible for the accuracy of the information regarding the Product and that Heoxa is not obliged to check the accuracy of such information provided by the Seller.

j) The Seller accepts, declares, and undertakes that they will act in accordance with the provisions of the Law on the Protection of Consumers and the Regulation on Distance Sales and that they will not perform any action or make any statement that restricts or eliminates these provisions. The Seller accepts, declares, and undertakes that all responsibility towards the Buyer lies with them within the scope of the Law on the Protection of Consumers; that Heoxa will not have any responsibility for any dispute, lawsuit, and claims arising between the Seller and the Buyer; and that they will act in accordance with the provisions of the preliminary information form and the distance contract.

5.2. Rights and Obligations of Heoxa

a) Heoxa reserves the right to restrict access to and delete the Services and content offered on the Site at any time. Heoxa may exercise this right without any notice or time allowance. Users are obliged to promptly fulfill changes and/or corrections requested by Heoxa. Users bear full responsibility for damages and legal and criminal liabilities that arise or may arise due to the Users’ failure to timely fulfill changes and/or correction requests demanded by Heoxa.

b) Through the Site, Heoxa may provide 'links' to other websites and/or portals, files, or content owned and operated by third-party sellers, providers, and other third parties that are not under Heoxa’s control. These 'links' may be provided by Users or by Heoxa for ease of reference only and do not constitute any endorsement of the website or the person operating the site, nor any declaration or warranty regarding the website or the information contained therein. Heoxa has no responsibility for portals, websites, files, and content accessed via links on the Site, the services or Products offered through portals or websites accessed via such links, or their content.

c) Heoxa does not act as a mediator or arbitrator in disputes arising between Users regarding the Services provided and Products available on the Site.

d) Heoxa is only responsible for the software services it provides. It cannot be held responsible for disruptions caused by third-party server failures or service provider–related interruptions.

e) The membership of any Seller who is determined to have offered for sale Prohibited Products specified in the User Agreement and in the relevant legislation and/or to have failed to comply with the provisions of the User Agreement and the rules specified on the Site shall be suspended by Heoxa, temporarily or permanently.

f) Heoxa may perform necessary content and/or message scans to detect messages and/or content that are contrary to the operation of the Site and/or the User Agreement and/or the general rules of the Site and/or public morality, and that are unacceptable to Heoxa, and may remove such messages and/or content from access at any time and in any manner; Heoxa may warn the User who created such message and/or content in writing and/or may terminate the User’s membership temporarily or permanently without any notice.

g) Users and Heoxa are legally independent parties. There is no partnership, representation, or employer–employee relationship between them. As a result of the approval and implementation of the User Agreement, no partnership, representation, or employer–employee relationship is established.

h) The 'usernames' or 'academy' names uploaded by Users to the system when becoming members of the Site are also subject to the provisions contained in this User Agreement, and Users must not violate third-party legal rights such as copyright, trademark, and trade name when determining their 'username' or 'academy' name. In the event of User's violation of this clause, Heoxa may request the correction of this situation, which is contrary to the User Agreement, or may temporarily or permanently cancel the User's membership without prior notice if it so wishes.

i) Heoxa may use information about the products offered for sale by Users for the purpose of collecting statistical information.

6. Privacy Policy

Heoxa may use information related to Users in accordance with the provisions set out in the Privacy Policy. Except for situations permitted contrary to the User Agreement and the Privacy Policy, Heoxa shall not allow the use of Users’ confidential information by third persons or institutions.

7. Cancellation and Payment Transactions

a) All users can try the Heoxa Education Platform free of charge. In this way, the user is enabled to learn what the system is, what components the service offered consists of, and how the system operates.

b) Users who have decided to purchase the service provided by Heoxa shall be deemed to have tried the service, understood what the service and its components are, and liked this product (platform).

c) Purchases made from Heoxa are actions carried out entirely with the user’s knowledge.

d) In addition, if Heoxa sees that any rule(s) specified in any of the Terms of Use are violated, it may suspend the service purchased by the user.

e) Heoxa reserves the right not to provide the suspended service. Therefore, cancellation or refund of purchased or suspended packages is not possible.

f) All requests, demands, technical support, and consultancy services other than platform errors will be charged at fifteen (15) euros per hour.

g) If the User experiences three (3) delays in the payment period determined for the services, the system will be suspended. The User is aware that, in the event of suspension, they will not be able to access their account and will not be able to use the services. After the account is suspended, it will only be reactivated by making the payment again.

h) Data related to accounts that have not been paid for and are therefore suspended will be completely deleted within three (3) months from the date of suspension.

8. Subscription Transactions and Saving Card Information

a) We use other companies, intermediaries, or contractors ('Service Providers') to help us deliver services or to provide services on our behalf. For example, to ensure continuity of subscription services and uninterrupted service to our users, users’ payment information (credit or debit card information) is recorded by 'Lidio', a secure, easy, and fast payment system.

b) This information will be used for the automatic collection of subscription fees without requiring users to re-enter their payment information for each subscription period. This information, recorded only by 'Lidio', is not shared with Heoxa and is not stored on its servers. The information recorded by 'Lidio' does not have the authority to be used or disclosed for purposes other than service provision.

c) Users consent to the recording and processing of payment information during the subscription process.

d) This consent becomes legally valid and binding together with the acceptance of the user agreement.

e) Users have the right to update or delete their payment information at any time. These transactions can be carried out via the user account or through customer service.

f) In case the payment information is deleted, the subscription will automatically end at the end of the current subscription period.

9. Warranty Conditions

a) Heoxa can in no way be held responsible for direct or indirect loss of income and benefits, mandatory interruption of work, loss of programs or other data, and similar situations that may arise causally or accidentally from being a user of Heoxa.

Heoxa is offered to the user as is and does not guarantee that the aforementioned situations will not occur or that the content is complete, accurate, or useful.

b) Again, Heoxa is authorized, without being bound by anything, to change, remove, or add to all or part of its content.

c) In case the User suspends or freezes their account for any reason, they are responsible for backing up their own data.

d) Heoxa does not undertake to provide data backup services to users. Users accept that they are entirely responsible for the security and backup of their data.

10. Other Provisions

10.1. Intellectual Property Rights

a) All elements of the Site (including but not limited to design, text, images, HTML code, and other codes) (works subject to Heoxa's copyrights) belong to Heoxa and/or are used by Heoxa under a license obtained from a third party. Users may not resell, share, distribute, display, reproduce, or create or prepare derivative works from Heoxa Services, Heoxa information, and works subject to Heoxa copyrights, nor allow others to access or use Heoxa's Services; otherwise, they will be responsible for compensating the amount of damages requested from Heoxa by third parties, including licensors but not limited thereto, and for all other obligations including but not limited to court costs and attorney's fees.

b) Heoxa reserves all property, real and personal rights, including all kinds of material and intellectual property rights, Heoxa Services, Heoxa information, works subject to Heoxa copyrights, Heoxa trademarks, Heoxa trade dress, or all rights it holds through the Site, including trade secrets and all rights.

c) Users accept, declare, and undertake that they will comply with the rules regarding the use of Heoxa’s Brand and Logo.

10.2. Amendments to the Agreement

a) Heoxa may, at its sole discretion and unilaterally, amend this User Agreement and its annexes at any time by announcing it on the Site. The amended provisions of the User Agreement shall become valid on the dates they are announced, or if an effective date is specified in advance, on the effective date; the remaining provisions shall remain in force as is and continue to bear their consequences. This User Agreement cannot be changed by the User’s unilateral statements.

b) This User Agreement shall become valid as of March 1, 2024 for all existing registered users, and for users who register on or after that date, as of their registration date.

10.3. Force Majeure

In all cases deemed 'force majeure' by law, Heoxa is not liable for late or incomplete performance or non-performance of any of its obligations determined by this User Agreement. Such situations shall not be considered as delay, incomplete performance, non-performance, or default for Heoxa, and no compensation can be claimed from Heoxa under any name for these situations. The term 'force majeure' shall be interpreted as events beyond the reasonable control of the relevant party and which could not be prevented despite the exercise of due care, including but not limited to natural disasters, insurrection, war, strikes, communication problems, infrastructure and internet failures, power outages, and severe weather conditions.

10.4. Applicable Law and Jurisdiction

In the implementation and interpretation of this User Agreement and in the management of legal relationships arising under its provisions, Turkish Law shall apply. İzmir Courts and Enforcement Offices shall have jurisdiction over any disputes arising from or that may arise from this User Agreement.

10.5. Renewal and Termination of the Agreement

Upon termination of the Agreement for any reason, the Customer’s system will be shut down. Additionally, except in cases where a defect attributable to the Heoxa website arises during the provision of the service and this defect is not remedied within 10 (ten) business days despite written notice, in the event of termination of the agreement, any monthly/annual service fees that have been prepaid by the Customer for the months following the termination date will not be refunded by Heoxa. In addition, after payment is made and the system is opened, the Customer may exercise the right of withdrawal within 14 days. However, if storage space exceeding 5GB has started to be used, the right of withdrawal will be canceled and no refund will be made.

10.6. Termination of the Agreement

This User Agreement shall remain in force as long as the User is a member of the Site and shall continue to bear legal consequences between the parties; it shall be deemed terminated in cases where the User’s membership is suspended temporarily or permanently. In the event that Users violate this User Agreement and/or similar rules regarding use, membership, and Services contained within the Site—and especially in the following cases—Heoxa may unilaterally terminate the User Agreement, and Users shall be obliged to compensate all damages incurred by Heoxa due to termination:

a) The User engaging in behavior that manipulates the operation of the Site by any method;

b) The User transferring or making available to others the User profile created for themselves;

c) The User committing acts that infringe or pose a risk of infringing third-party rights;

d) The User, by any method, violating Heoxa’s company strategy.

11. ADDITIONAL RULES

Users accept that the rules defined in this article are annexes and an integral part of the User Agreement and that they will be valid together with this User Agreement. Users accept that they have read and understood the rules.