HEOXA USER AGREEMENT

BY BECOMING A MEMBER OF OUR SITE, YOU ACCEPT, DECLARE, AND ACKNOWLEDGE THAT YOU HAVE READ THE USER AGREEMENT, UNDERSTOOD ITS CONTENT, AND ACCEPT AND APPROVE ITS PROVISIONS. (announcement year: 2024)

1. Parties

This Heoxa User Agreement (hereinafter referred to as 'User Agreement'), consisting of this agreement and its integral annexes, has been established between Heoxa and the User who becomes a member of the Site, for the purpose of the User becoming a member of the Site and 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 accept, declare, and undertake that you have read the entire User Agreement, understood its content in its entirety, and approved all its provisions.

2. Definitions

User: Real 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: User who, by using the Services offered on the Site, offers goods and/or services that they legally own and have the right and authority to dispose of to other Users for sale

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

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

Heoxa Education Platform (Briefly "Platform"): In order to enable Users to carry out the work and transactions defined in the User Agreement, Heoxa, the applications set forth within the Site, Heoxa may make changes and/or adaptations to its Services at any time in order to enable Users to carry out the work and transactions defined in the User Agreement more effectively.

Product: All kinds 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 warnings, writings, and explanations made by Heoxa regarding usage, membership, and Services on the Site.

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

4. Membership and Service Usage Conditions

4.1 Membership is completed by entering the required information to become a member of the Site by the person wishing to become a User, from the relevant section of the Site. Without completing the membership process, one cannot have the right and authority to be a User as defined in this User Agreement.

4.2 To become a member of the Site, in accordance with Article 5.2 of this User Agreement, one must not have been temporarily removed from membership or indefinitely banned from membership by Heoxa. As stated above, in accordance with Article 5.2 of this User Agreement, the completion of Site registration procedures by persons who have been temporarily removed from membership or indefinitely banned from membership by Heoxa will not result in them becoming Site members.

5. Rights and Obligations

a) The User 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 accordance with all conditions in the User Agreement, the rules specified in the relevant places on the Site, and all current legislation, and that they have understood and approved all the conditions and rules stated above.

b) The User accepts, declares, and undertakes that, in accordance with the provisions of the Privacy Policy and current mandatory legislative provisions, or in cases where the rights of other Users and third parties are alleged to be violated, Heoxa will be authorized to disclose confidential/private/commercial information belonging to them to both official authorities and rights holders, and for this reason, no compensation can be claimed from Heoxa under any name whatsoever.

c) The security, storage, keeping away from third parties' knowledge, and use of the system access tools (User name, password, etc.) used by Users to benefit from the Services offered by Heoxa are entirely the responsibility of the Users. Heoxa has no direct or indirect liability for damages that Users and/or third parties have suffered or may suffer due to all negligence and faults of Users in matters such as security, storage, keeping away from third parties' knowledge, and use of system access tools.

d) Users accept, declare, and undertake that the information and content provided by them within the Site are accurate and lawful. Heoxa is not obligated and responsible for investigating the accuracy of information and content transmitted to Heoxa by Users or uploaded, modified, or provided by them through the Site, and for undertaking and guaranteeing that this information and content is secure, accurate, and lawful, nor can it be held responsible for any damage arising from this information and content being incorrect or erroneous.

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

f) Those who benefit from the Services offered by Heoxa and use the Site can only conduct transactions on the Site for lawful purposes. Users are legally and criminally responsible for every transaction and action they perform within the Site. Each User accepts, declares, and undertakes that they will not reproduce, copy, distribute, or process images, texts, visual and audio images, video clips, files, databases, catalogs, and lists within the Site in a way that constitutes infringement of the real or personal rights or property of Heoxa and/or another third party, and that they will not directly and/or indirectly compete with Heoxa through these actions or through other means. Heoxa cannot be held directly and/or indirectly responsible in any way for damages that third parties have suffered or may suffer due to activities carried out by Users on the Site in violation of the User Agreement provisions and/or the law.

g) Heoxa, Heoxa employees, or managers are not responsible for services provided and content published on the Site by third parties, including Users. The undertaking of the accuracy and lawfulness of information, content, visual and audio images provided and published by any third party is entirely the responsibility of the persons performing these actions. Heoxa does not undertake and guarantee 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 conduct transactions in a way that enables money transfer between their own memberships or memberships belonging to their acquaintances on the Site, and will not engage in behaviors that manipulate the operation of the Site, otherwise they will compensate for all damages that Heoxa may suffer.

ı) Users accept, declare, and undertake that this User Agreement will be valid in all media where the Site operates, including mobile environments.

i) Heoxa provides its Users with the opportunity to receive promotional and informational messages to be sent by Heoxa, at their own initiative. Users accept, declare, and undertake that they have given their consent to all kinds of informational and promotional messages being sent by Heoxa in all media where the Site operates, including mobile environments. Users have the right to make changes regarding the receipt of informational and promotional messages through the settings in their user account.

j) The User accepts, declares, and undertakes that Heoxa allows credit card information to be saved in encrypted form to the User's own device in the mobile application related to the Site. The User accepts, declares, and undertakes that Heoxa has no liability for the device being stolen, lost, or falling into the hands of unauthorized persons.

5.1.1. Rights and Obligations of Buyers

a) The Buyer is deemed to have accepted the Product description and sales conditions and procedures determined by the Seller by making a request to purchase the Product or, in sales made with the pricing model determined by the Seller, by ordering the Product.

b) The Buyer accepts, declares, and undertakes to act in accordance with the rules determined by Heoxa regarding making offers to Products or canceling offers in sales made with the pricing model.

c) The Buyer accepts and declares that Heoxa does not and does not need to have information about whether the Products offered for sale by Sellers on the Site are defective and/or smuggled and/or Prohibited Products, their quality, originality, the accuracy of written and/or visual descriptions used in the promotion of the Product, including but not limited to the original Product, and that it has no obligation to undertake and guarantee these.

d) The Buyer accepts, declares, and undertakes that at any stage of the purchase and sale process taking place on the Site and for whatever reason, if the Seller gives up selling the Product or cancels offers made to the Product, Heoxa will have no responsibility and obligation due to this situation; they cannot request from Heoxa the supply of the Product they are trying to purchase or its equivalent, in any way whatsoever, or the payment of any compensation based on this.

e) The Buyer accepts, declares, and undertakes that, within the framework of the Consumer Protection Law and the Regulation on Distance Contracts on the Site, Heoxa may use user information belonging to them.

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; the sole addressee of all kinds of demands related to the preliminary information form and distance contract and/or the Product subject to sale will be the Seller; Heoxa has no legal responsibility regarding these demands.

g) The Buyer acknowledges, understands, and accepts that Heoxa, which is not a party to the sales contract between them and the Seller and does not have any transaction, undertaking, and obligation related to the sales relationship and the Product subject to sale, has no transaction, undertaking, and obligation under any name whatsoever, including seller, provider, manufacturer, producer, dealer, agent, advertiser, media organization, etc., within the scope of the Consumer Protection Law; it is not a party to the preliminary information form and distance contract between them and the Seller.

5.1.2. Rights and Obligations of Sellers

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

b) The Seller has the right and authority to offer and sell a Product they will offer for sale on the Site, using the 'Buy Now' option, at a fixed price they have previously announced or with the Make an Offer pricing model. The Seller accepts, declares, and undertakes that in sales made with the Make an Offer pricing model, if the Buyer accepts to pay the product price with the 'Buy Now' option and sends the money, they are entitled to receive the Product.

c) The Seller accepts, declares, and undertakes that the Product/Products they offer for sale, including Prohibited Products, do not violate the rules regarding the use of the Site and Services offered on the Site, and conditions regarding membership, determined by the User Agreement provisions, and comply with current legislation.

d) The Seller accepts that all legal responsibility for the Products displayed on the Site belongs to them, that the Products were previously released to the market in Turkey and the World by their manufacturer or authorized sellers, and that Heoxa is not in any direct or indirect relationship with them, under any title, regarding product supply and sales

e) The Seller accepts, declares, and undertakes that they will be solely responsible for all kinds of liability that may arise from the Products they offer for sale on the Site not being Prohibited Products; from the sale, distribution, or any act related to offering the Product for sale on the Site being contrary to any current regulation.

f) The Seller accepts, declares, and undertakes that at any stage of the purchase and sale process taking place on the Site and for whatever reason, if the Buyer gives up purchasing the Product, Heoxa will have no responsibility and obligation due to this situation; they cannot request from the Site that the Product they are trying to sell be sold to someone else, in any way whatsoever, under the purchase conditions created by the Buyer who gave up purchasing, or the payment of any compensation based on this.

g) The Seller accepts, declares, and undertakes that in the event that Heoxa suffers any damage in case of violation of any provision in this Agreement, they will immediately compensate for the damage incurred by Heoxa and will cover the damage incurred from this amount without any notice and warning condition from Heoxa.

h) The Seller accepts, declares, and undertakes that they are solely responsible for all kinds of damages to Buyers and third parties both during the sale phase and after the sale transaction is completed and payment is made to them, regarding the Products they offer for sale, and that they will cover the rights and receivables arising from all demands and lawsuits to be filed by buyers and rights holders, as well as expenses and attorney's fees, due to not fulfilling the obligations specified in this User Agreement. Heoxa always has the right to recourse to the Seller for attorney's fees, compensation, and other demands arising from all lawsuits to be filed against Heoxa by Buyers and rights holders.

ı) The Seller accepts, declares, and undertakes that Heoxa may use the user information belonging to them and the information they have provided regarding the Product subject to sale on the Site, in accordance with the Consumer Protection Law and the Regulation on Distance Sales.

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

j) The Seller accepts, declares, and undertakes that they will act in accordance with the provisions of the Consumer Protection Law and the Regulation on Distance Sales and will not make any transaction or statement that restricts or eliminates these provisions. The Seller accepts, declares, and undertakes that all responsibility towards the Buyer within the scope of the Consumer Protection Law belongs to them, that Heoxa will have no responsibility for any dispute, lawsuit, and demand arising between them and the Buyer, and that they will act in accordance with the preliminary information form and distance contract provisions.

5.2. Rights and Obligations of Heoxa

a) Heoxa reserves the right to close and delete the Services and content offered on the Site to third parties' access at any time. Heoxa may exercise this right without making any notification and giving notice. Users are obliged to immediately carry out the changes and/or corrections requested by Heoxa. Damages and legal and criminal responsibilities that arise or may arise due to the changes and/or correction requests requested by Heoxa not being fulfilled by Users on time entirely belong to Users.

b) Heoxa may provide 'links' through the Site to other websites and/or portals, files, or content owned and operated by third-party sellers, providers, and other third parties not under Heoxa's control. These 'links' may have been provided by Users or by Heoxa solely for reference convenience and do not constitute an endorsement of the website or the person operating the site or any kind of statement or guarantee towards the website or the information it contains. Heoxa has no responsibility for portals, websites, files, and content accessed through 'links' on the Site, services or Products offered from these portals or websites accessed through these 'links', or their content.

c) Heoxa does not serve as a mediator or arbitrator in disputes arising between Users regarding the Services provided and Products 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 the Seller who is found to have offered for sale Prohibited Products specified in the User Agreement and Products whose sale is prohibited by relevant legislation and/or who does not comply with the User Agreement provisions and the rules specified on the Site will be temporarily or permanently canceled by Heoxa.

f) Heoxa may conduct the necessary content and/or message scanning to detect messages and/or content that occur between Users through the site and are contrary to the operation of the Site and/or the User Agreement and/or the general rules of the Site and/or general moral rules and cannot be accepted by Heoxa, and may remove the messages and/or content it detects from access at any time and in any way; Heoxa may give written warning to the User who created this message and/or content and/or may temporarily or permanently terminate the User's membership without giving 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 arises.

h) The "user names" or "academy" names that Users upload to the system when becoming a member of the Site are also subject to the provisions within this User Agreement, and Users must not violate the legal rights of third parties, such as copyright, trademark, trade name, when determining their "user name" or "academy" name. In case Users act contrary to this article provision, Heoxa may request that this situation contrary to the User Agreement be corrected by the User, or if desired, may temporarily or permanently cancel the User's membership without prior notice to the User.

i) Heoxa may use information related to 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 regulations in the Privacy Policy. Heoxa does not allow confidential information belonging to Users to be used by third parties and institutions, except in cases permitted contrary to the User Agreement and Privacy Policy.

7. Cancellation and Payment Transactions

a) All users can try the Heoxa Education Platform for free. In this way, users are provided with information about 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 offered by Heoxa have made a trial use, understood what the service offered and the components that make up this service are, and have liked this product (platform).

c) Shopping from Heoxa is an action that takes place entirely within the user's consciousness.

d) Furthermore, Heoxa may suspend the service purchased by the user if it sees that the rule/rules specified in any of the Terms of Use articles have been violated.

e) Heoxa has the right not to provide the suspended service. For this reason, cancellation or refund of purchased or suspended packages is not possible.

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

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

h) Data associated with accounts that are not paid for and therefore suspended will be completely deleted within three (3) months from the suspension date.

8. Subscription Transactions and Storage of Card Information

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

b) This information will be used for the purpose of automatically collecting subscription fees without users having to enter payment information again each subscription period. Only this information recorded by ''Lidio'' is not shared with Heoxa or stored on its servers. Information recorded by ''Lidio'' is not authorized to be used or disclosed for purposes other than those related to service provision.

c) Users give their consent for the recording and processing of payment information during the subscription transaction.

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

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

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

9. Warranty Conditions

a) Heoxa definitely cannot be held responsible for situations arising from being a user of Heoxa, directly or indirectly, causal or incidental income and benefit losses, mandatory interruption of work, loss of programs or other data.

Heoxa is offered to the user as it is, and does not undertake that the situations mentioned above will not occur or that the content is complete, accurate, and useful.

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

c) The User is responsible for backing up their own data if they suspend or freeze their account for any reason.

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, image, html code, and other codes) (works subject to Heoxa's copyrights) are used as belonging to Heoxa and/or under a license right obtained by Heoxa from a third party. Users cannot resell, share, distribute, display, reproduce, make derivative works from or prepare Heoxa Services, Heoxa information, and works subject to Heoxa's copyrights, or allow others to access or use Heoxa Services; otherwise, they will be responsible for covering the amount of compensation demanded from Heoxa for 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.

b) All rights of Heoxa, including Heoxa Services, Heoxa information, works subject to Heoxa copyrights, Heoxa trademarks, Heoxa commercial appearance, or all kinds of material and intellectual property rights it owns through the Site, including all property, real and personal rights, commercial information, are reserved.

c) Users accept, declare, and undertake that they will act in accordance with the rules regarding the use of Heoxa's Brand and Logo.

10.2. Contract Changes

a) Heoxa may change this User Agreement and its annexes, entirely at its own discretion and unilaterally, at any time it deems appropriate, by announcing on the Site. The changing provisions of this User Agreement will become effective on the date they are announced or on the validity date if a validity date is specified in advance; the remaining provisions will continue to remain in force and continue to produce provisions and consequences. This User Agreement cannot be changed by the User's unilateral statements.

b) This User Agreement will become effective on May 1, 2024 for all currently registered users and from their registration date for all users who register on and after this date.

10.3. Force Majeure

In all cases legally considered 'force majeure,' Heoxa is not obligated due to late or incomplete performance or non-performance of any of the obligations determined by this User Agreement. These and similar situations will not be considered delay, incomplete performance, or non-performance or default for Heoxa, and no compensation can be demanded from Heoxa under any name for these situations. The term "force majeure" will be interpreted as events that are beyond the reasonable control of the relevant party and that it cannot prevent despite showing due diligence, including but not limited to natural disasters, rebellion, war, strikes, communication problems, infrastructure and internet failures, power outages, and bad weather conditions.

10.4. Applicable Law and Jurisdiction

Turkish Law will be applied in the application and interpretation of this User Agreement and in the management of legal relationships arising under its provisions. İzmir Courts and Execution Offices are authorized in the resolution of all kinds of disputes arising from or that may arise from this User Agreement.

10.5. Renewal and Termination of the Agreement

Upon the termination of the Agreement for any reason, the Customer's system will be closed. In addition, except in the case of termination of the agreement in the event that a fault attributable to the Heoxa website arises during the provision of the service and this fault cannot be remedied within 10 (ten) business days despite written notification, if the agreement is terminated, the monthly/annual Agreement Fees related to this monthly/annual will not be refunded by Heoxa to the Customer if there are monthly/annual service fees paid in advance for any reason by the Customer for the months following the termination date with respect to the periods that will follow the termination. 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 over 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 will remain in force as long as the User is a member of the Site and will continue to produce provisions and consequences between the parties; it will be considered terminated in cases where the User's membership is temporarily or permanently suspended. Heoxa may unilaterally terminate the User Agreement in cases where Users violate this User Agreement and/or similar rules regarding usage, membership, and Services on the Site, and especially in the cases listed below, and Users will be obligated to compensate for all damages incurred by Heoxa due to termination:

a) The User engaging in behaviors that will manipulate the operation of the Site using any method,

b) The User transferring the User profile created for them to someone else or making it available for use,

c) The User engaging in acts that violate and/or pose a risk of violating the rights of third parties,

d) The User violating the Heoxa company strategy using any method.

11. ADDITIONAL RULES

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