Platform Membership Agreement

This Platform Membership Agreement (the "Agreement") has been concluded between, on the one side, Karavan Dış Ticaret Teknoloji A.Ş. ("Karavan"), located at Merkez Mah. Hasat Sok. Kamara Apt. No: 52/1 Şişli İstanbul, and on the other side, the natural or legal person ("Buyer") who accepts and approves this Agreement by completing the electronic registration process via the Platform.

Karavan and the Buyer shall hereinafter be referred to individually as a "Party" and collectively as the "Parties".

Buyer: The person who purchases goods and services from the Seller through the Platform.

B2B: The business model in which sales are made from business to business.

Confidential Information: All financial information including trade secrets, costs, profits and Revenue Sharing ratios disclosed by the Parties to each other in connection with the subject of this Agreement and its annexes; all patents, copyrights, registered designs, unregistered design rights, trademarks or other industrial or intellectual property owned, used or not used by the Parties and the registration applications already made for their registrable elements; all computer programs and software (including artistic, technical and design documents, algorithms, source codes, object codes, cron codes, data and databases); and user and character databases — including but not limited to all ideas, projects, inventions, works, methods and all written or oral commercial, financial and technical information, documents and conversation/correspondence information that are or are not subject to legal protection arising from patents, copyrights, trademarks, trade secrets or Law No. 5846 on Intellectual and Artistic Works, learned during the work. Information that has become public and information that must be disclosed pursuant to the laws or regulations in force or pursuant to a court decision rendered does not fall within the definition of confidential information.

Services: The intermediation service provided by Karavan through the Platform for the commercial transactions between the Buyer and the Seller, and related services.

Transaction: Any commercial activity that takes place between the Buyer and the Seller through the Platform, in which the Supplier may also be involved.

Commission: The service fee paid by the Seller to Karavan in return for selling through the Platform.

Platform: The e-commerce and export venue operated and owned by Karavan, providing the service of intermediating the realisation of commerce by bringing Buyers and Sellers together via www.karavan.net.

Seller: The person who sells goods and services to the Buyer through the Platform.

Sales Price: The price at which the Seller's goods or services are sold to the Buyer on the Platform.

Supplier: Third-party companies approved by Karavan that provide shipping, insurance, inspection, customs clearance and payment services.

Member: The natural or legal person who becomes a member by registering on the Platform and who carries out Transactions by benefiting from the Services in the capacity of Buyer or Seller.

The subject of this Agreement is the regulation of the terms of use, the rights and obligations of the Parties, the working conditions with the Buyer, and the conditions for the suspension and termination of membership, regarding the transactions that the Member, as Buyer, will carry out with Sellers on the Platform owned and operated by Karavan that intermediates the realisation of B2B commerce by bringing the Buyer and Seller together. The relationship between the Buyer and Sellers does not fall within the scope of this Agreement. Karavan is in no way a party to the contractual relationship between the Buyer and Sellers.

• Karavan shall take the necessary measures to keep the Platform secure, accessible and technically operational.

• Karavan shall, within the scope of the information provided to it and to the extent necessary for the provision of the Services, notify the Seller, where necessary, of all of the Buyer's information including the Turkish ID number, tax number and address.

• Karavan shall audit the Sellers and the services they offer, take into account the suggestions and complaints from the Buyer, and make the necessary arrangements.

• Karavan shall promote and recommend the services of the Suppliers it determines and may change at its own discretion by publishing their relevant information on the Platform, and shall present them to the Buyer's choice.

• Karavan shall systematically route the Transaction requests from the Buyer and carry out the workflow for the realisation of the Transaction.

• The Sales Price shall be collected from the Buyer by Karavan on behalf of the Seller at the moment of purchase by the Buyer through the Platform, and after Karavan determines that the Seller has fully and duly fulfilled the obligations specified in this Agreement and the commitments regarding the product it sold, the remaining amount after deduction of Karavan's Commission shall be paid to the Seller.

• The Buyer shall carry out Transactions only on its own behalf. The Buyer keeps the user information and Platform access information allocated to it confidential and does not share it with third parties. The Buyer has irrevocably waived its right to claim the invalidity of any transaction carried out by logging into its profile on the Platform on the grounds that it is an unauthorised transaction. All responsibility for any transaction made from the Buyer's profile, including such transactions, belongs to the Buyer. In the event that a transaction is made against or to the detriment of Karavan on the Platform using the Buyer's profile, the Buyer shall compensate Karavan's damages arising from such transactions and acts.

• The Buyer shall act in accordance with the Platform's terms of use determined by Karavan and all related system rules and workflows.

• The Buyer shall provide all information and documents requested by Karavan accurately and completely in all processes, including the performance and termination of this Agreement, and shall fulfil Karavan's requests.

• The Buyer shall make payments regarding all Transactions and Services to Karavan on time and in full.

• The Buyer accepts and declares that, when purchasing goods and/or services through the Platform, it will enter into a distance sales contract with the Sellers, that it is the Buyer party to this contract, that Karavan is in no way a party, relevant or involved in this distance sales contract relationship, and that it is personally responsible in every sense towards the Sellers within the scope of all legislation including consumer protection legislation.

• The Buyer acknowledges that Karavan does not provide any guarantee, make any representation or make any determination as to whether the goods and services offered for sale by the Sellers through the Platform are original, free of defects or in any way complete and in due form, and the Buyer has accepted that Karavan has no responsibility on these matters.

• The Buyer accepts and undertakes that, in the event any responsibility regarding the goods and services it purchased within the scope of the Services provided by the Platform is directed at Karavan, it will take the necessary actions to hold Karavan free from all compensation, return and other responsibility, and that it will pay Karavan the compensation and fees that Karavan has had to pay.

• The Buyer shall conclude contracts with the Seller only through the Platform and carry out Transactions only through the Platform regarding the goods and services it purchases through the Platform. The Buyer shall not respond positively to the Seller's request to contact it and/or sell outside the Platform, shall in no way carry out any Transaction with Sellers outside the Platform, and shall not make any purchase. The Buyer shall not contact Sellers in any way without Karavan's knowledge.

• The Buyer accepts, declares and undertakes that it will not violate the campaigns and discounts on the Platform.

• The Buyer has assumed all legal obligations by accepting that, in the services it receives from the Supplier and the Transactions it carries out through the Platform, it enters into a contractual relationship directly with the Suppliers and that Karavan has no responsibility within the scope of this contractual relationship.

• The Buyer declares that all information it provides when registering on the Platform is accurate.

• The Buyer is solely responsible for all content it uploads to the Platform.

• Karavan reserves the right to remove content that is contrary to legislation, misleading or that infringes the rights of third parties.

• Membership is individual and non-transferable. Unauthorised access or carrying out transactions on behalf of another person is prohibited.

• Karavan has the right and authority, at its sole discretion, to stop any transaction of the Buyer on the Platform without giving a reason, to block the purchase transaction and to freeze or close its membership. In such a case, the Buyer accepts, declares and undertakes not to claim any fee or other compensation from Karavan.

Karavan may temporarily suspend or completely terminate membership in the following cases:

• Misleading or incomplete information being provided by the Buyer,

• Failure to fulfil payment obligations,

• Irresponsible or malicious behaviour towards Suppliers or other Members,

• Behaviour contrary to the laws, this Agreement or the Platform rules.

The Buyer may terminate its membership at any time without giving any reason. However, before termination, it must fulfil all its obligations regarding transactions carried out beforehand.

• Karavan is entitled to receive a transaction-based commission, to be collected from the Sellers, on each Transaction made in return for the goods or services purchased by the Buyer. The Buyer does not make any commission payment to Karavan.

• The Buyer accepts, declares and undertakes that, by this Agreement, it has authorised Karavan, in its capacity as the Buyer's representative, to pay the product price to the Sellers for the purchases it has made, that it will be released from its payment obligation by making these goods or services price payments to Karavan, and that the amount remaining after deduction of Karavan's Commission from the sales price will be sent to the Sellers.

• Karavan exclusively owns all material and moral rights arising from authorship, including neighbouring and related rights, in all business processes and software and each and every part and the whole thereof, including but not limited to all software, source codes, object codes, plug-ins, current versions and updates relating to this Agreement including the Platform within the scope of this Agreement — namely the "Right of Adaptation" specified in Article 21, the "Right of Reproduction" specified in Article 22, the "Right of Distribution" specified in Article 23, the "Right of Performance" specified in Article 24 and the "Right of Communication to the Public by Devices Enabling the Transmission of Signs, Sound and/or Images" specified in Article 25 of the Law on Intellectual and Artistic Works ("FSEK").

• The Buyer accepts, declares and undertakes that it will be responsible for all criminal, legal and administrative consequences under the FSEK in cases such as infringing Karavan's intellectual property rights or reproducing, copying, adapting and the like, in part or in whole, any of its systems including the Platform without Karavan's prior permission. The Buyer accepts, declares and undertakes that it will not create source code by using existing source codes (disassemble), will not carry out reverse-engineering, will not carry out reverse-compiling, and will not analyse the inputs and outputs, including all works and transactions within the scope of the performance of this Agreement, by attempting to determine or draw conclusions about the functionality or operations of the software or hardware.

• In the event that this article is violated by the Buyer, the Buyer accepts, declares and undertakes to compensate Karavan's positive and negative damages that have arisen and will arise for this reason under any name whatsoever, including all expenses required to restore the situation, and in addition to pay a penalty of TRY 1,000,000.

• The Buyer accepts, declares and undertakes that any personal data it will share with and/or may process for Karavan, within the scope of the legal relationship it enters into with the Seller and the legal relationship it enters into with Karavan under this Agreement, will comply with all legislation including the Personal Data Protection Law No. 6698 ("KVKK").

• The Buyer accepts, declares and undertakes, with respect to any personal data it may process in any way, including obtaining, recording, storing and safekeeping: to act in accordance with the provisions of the legislation and the instructions of Karavan, not to use it for any purpose other than the purpose stated by Karavan, and to immediately destroy the personal data when the purpose ceases to exist,

• To ensure that, in the event that personal data is transferred to third parties in any way, the third parties are also responsible in the same way for the obligations under this article,

• To immediately inform Karavan of any requests directed at it (including data subjects' requests to access their own personal data and complaints) due to any dispute or matter that may concern Karavan's interests regarding the processing and/or transfer of personal data, and to provide Karavan with the documents and information deemed necessary and any other support and to fully cooperate with Karavan; and not to take any action regarding any request without such notification, unless written approval or instruction is given by Karavan, except for obligations arising from the legislation,

• To take all necessary technical and administrative measures to ensure an appropriate level of security in order to prevent the unlawful processing of personal data, prevent unlawful access to personal data, and ensure the safekeeping of personal data.

This article shall remain in force even if the Agreement is terminated for any reason.

• The Parties agree to keep confidential all information and data they provide to each other under the Agreement and not to disclose it to third parties.

• Karavan is the exclusive owner of the confidential information. Karavan is obliged to protect all of the Buyer's information and has accepted and undertaken to take all kinds of software, hardware, procedural and other measures for this. This obligation has been regulated pursuant to the provisions of the Turkish Commercial Code, the Turkish Penal Code, the KVKK and other relevant legislation. Karavan accepts, declares and undertakes that all information it will receive from the Buyer within the scope of the relationship arising from this Agreement is highly confidential and a trade secret, that it will take all necessary measures to prevent access to this information by anyone other than itself, that it will keep it in locked places that cannot be accessed by persons unrelated to the performance of the contract work, and that it will ensure the return or destruction of documents, e-mails, CDs and other items of a confidential information and trade secret nature after the termination of the contract.

• The Buyer may not, including but not limited to those listed above, share, sell, lease, use, allow to be used or reproduce Karavan's and third parties' trade secrets and confidential information with real or legal third parties in any manner and for any purpose. The Buyer's obligation under this article continues indefinitely even after the termination and rescission of the contract for any reason.

• The Parties accept, declare and undertake that they will provide information to their personnel who need to receive information, limited to the performance of the contract work, only when necessary and only as much as necessary; that they will inform such personnel that the information provided is confidential information pursuant to the relevant legislation and must therefore not be shared with third parties; that they will obtain a written document stating that such personnel will comply with this confidentiality provision both during their employment and in the event they leave; and that all responsibility on these matters belongs jointly and severally to the relevant Party together with its personnel.

• The confidentiality obligation that constitutes the subject of this Agreement covers all kinds of negotiations, meetings, discussions and correspondence made before and after the contract. Even if the commercial relationship between the Parties ends, the confidentiality obligations will continue to be valid. Any right regarding the confidentiality obligation regulated in this article may not be transferred in whole or in part.

• In the event that Karavan learns that confidential information regarding this Agreement has been disclosed without Karavan's written consent, the Buyer will be responsible for this. While the Buyer has undertaken to take all necessary measures to prevent this information and documents from being transmitted to third parties, it cannot escape responsibility by claiming that, despite taking all measures, it could not prevent the dissemination of this information and documents and/or that it is not at fault.

• When the Buyer becomes aware that confidential information belonging to the other Party has been disclosed in breach of the contract by itself and/or persons for whom it is responsible, it is obliged to immediately notify Karavan in writing. Upon this notification or on its own initiative, Karavan has the right to resort to all legal remedies, with the expenses being borne by the Buyer, and to demand compensation from the Buyer for any damage it has suffered.

• If this obligation that confidential information and trade secrets must be kept confidential is violated by the Buyer and/or persons related to the Buyer, the Buyer accepts, declares and undertakes to compensate Karavan's positive and negative damages that have arisen and will arise for this reason under any name whatsoever, including all expenses required to restore the situation, and in addition to pay a penalty of TRY 1,000,000.

• Karavan may not transfer the confidential information owned by the Buyer to third parties without the Buyer's written consent. However, since Karavan's provision of the Buyer's personal data and confidential information to Sellers, Suppliers and/or persons related to them for the performance of this Agreement and for sales to be made using the Platform constitutes an exception to this article, the Buyer has accepted that this information may be transferred by Karavan.

• The Parties accept, declare and undertake that the invalidity or cancellation of any of the provisions specified in this article will not affect the entirety of the article and that the other provisions remain valid and in force.

• Information shared through the Platform will be accessible only by the persons designated by the Parties.

• Events that develop beyond the control of one of the Parties and that are not reasonably foreseeable, that delay or make impossible the fulfilment of the relevant Party's obligations and that directly affect one of the Parties — including war, riot, general strike, lockout, labour disputes, social unrest, earthquake or flood, pandemic, fire, storm and other natural disasters, as well as austerity measures to be taken by the State regarding the performance of the contract work, the introduction of prohibitive regulations in the legislation, prohibitions or restrictions imposed by administrative authorities, and restrictions that may be imposed on imports — are deemed force majeure.

• In the event that the existence of these reasons is proven by documents to be obtained from the relevant official authorities, the obligations of the Parties towards each other will be suspended.

• The Party that cannot fulfil or delays in fulfilling its obligations due to the reasons explained above will give a suspension notice to the other Party as soon as possible; the date, reason and scope of the suspension will be stated in the notice. Failure to send this notice will result in the relevant Party losing its right to request suspension. The Party whose obligations are suspended will begin to perform these obligations within the shortest reasonable period following the cessation of the relevant force majeure event and will notify the other Party of this situation.

• The Parties have undertaken in advance that, for the period during which the obligations are suspended, they may not make any other claim against each other such as payment, compensation, damages or price difference under any name whatsoever.

• In the event that the force majeure situation lasts longer than six (6) months, each of the Parties may terminate the Agreement by giving the other Party 30 (thirty) days' prior notice.

The terms of this Agreement between the Parties have been finalised by being negotiated and discussed with the free will of the persons authorised to represent, with requests being conveyed mutually, and the agreed form has been signed.

• This Agreement (including the documents referred to herein or concluded between the Parties simultaneously in connection with this Agreement and their annexes) constitutes the final agreement and the entire understanding between the Parties regarding its subject matter and supersedes all previous oral and written contracts, agreements, arrangements and understandings between the Parties on this matter.

• All articles of this Agreement are deemed to be treated separately; if, for any reason, one or more of the provisions of the Agreement has to be cancelled or becomes unenforceable, this will not mean the cancellation of the entire Agreement, and all other articles will continue to be valid separately.

• Karavan may make changes to this Agreement and to the Platform's terms of use, rules and conditions at any time. The Buyer's continued use of the Platform means that it accepts the changes.

Without prejudice to Article 18/3 of the Turkish Commercial Code No. 6102, the notices to be made under this Agreement will be made in writing and will be deemed to have arrived: on the date of receipt if delivered by hand; after receipt of the confirmation notice if sent by e-mail; 3 (three) days after being sent if sent by registered mail; and the next day if sent by daily courier. Notices made to the addresses of the Parties stated above will be deemed to have been duly made.

The failure of either Party to exercise one of the rights and authorities granted to it under this Agreement may not be interpreted as having waived the said right or authority and therefore as that right or authority having ceased to exist; furthermore, this situation cannot give rise to a commercial custom between the Parties.

This Agreement is valid for a period of 1 (one) year, entering into force as of the date of signature. Unless one of the Parties gives notice of termination, the Agreement is automatically renewed for a period of 1 (one) year each year.

Each of the Parties may terminate the Agreement by giving at least 30 (thirty) days' prior written notice in the presence of the following just causes:

• The Parties breaching any term of this Agreement in an irreparable manner and failing to remedy the breach within 15 (fifteen) business days following the notice sent to the other Party by the relevant Party containing its request for the remedy of this breach,

• A decision being taken for the liquidation of the Parties or there being a court decision to this effect; or a trustee being appointed to manage the operations, activities and assets of the Parties or a decision being taken to this effect; or conditions arising that grant the court the authority to take a decision of liquidation, bankruptcy postponement or bankruptcy,

• The Parties ceasing their activities or notifying that they will cease,

• The Buyer attempting to transfer its rights or obligations under this Agreement,

• The Parties generally ceasing the Services and their activities,

• The Buyer transferring or attempting to transfer a significant portion of its assets,

• The Buyer acting contrary to this Agreement, not complying with the conditions regarding the Services, or not participating in the campaigns organised,

• The Buyer not complying with the price list regarding the Supplier and other matters,

• Karavan receiving complaints about the Buyer from other Members.

The Parties may terminate the Agreement immediately even in the absence of just causes.

Regardless of the reason for which it is made, the receivables and debts that have arisen up to the date of termination will be paid by the relevant Party to the other in accordance with the payment terms in this Agreement. Following the termination of the Agreement, all information, documents, software and equipment acquired under this Agreement, including the use of the Platform, will be returned to Karavan within 1 (one) week.

• Karavan is not responsible for direct and indirect damages that may arise as a result of the decisions made, the transactions carried out and the purchases made by the Buyer in connection with the performance of this Agreement.

• The Buyer has accepted that Karavan has no responsibility for disputes that may arise between the Buyer and other Buyers, Sellers and Suppliers using the Platform.

• The Parties will not transfer, assign, devolve or allocate this Agreement or their rights arising from this Agreement without obtaining each other's written approval, will not attempt any of these transactions, and will not appoint a third party to fulfil any obligation under this Agreement.

• The Buyer accepts, declares and undertakes that, in disputes that may arise from this Agreement or its performance, Karavan's commercial books and records and digital records are valid and binding and will constitute conclusive evidence, that it releases Karavan from offering an oath, and that this article is in the nature of a conclusive evidence agreement within the meaning of Article 193 of the Code of Civil Procedure.

• All charges, taxes and other expenses arising from this Agreement, including stamp duty, will be borne by Karavan.

• The annexes of this Agreement and all written processes, explanations and all other documents regarding the use of the services offered on the Platform are integral parts of this Agreement.

• This Agreement shall be subject to the provisions of Turkish law.

• Any dispute arising out of or in connection with this Agreement shall be finally resolved by arbitration by 3 (three) arbitrators in accordance with the Arbitration Rules of the Istanbul Arbitration Centre ("ISTAC").

• The rules regarding the Emergency Arbitrator shall not apply to disputes.

• The place of arbitration is Istanbul / Türkiye. The language of arbitration is Turkish.

The Buyer declares that it has read and understood the provisions of this Agreement and accepted all the terms. The Parties have agreed that this Agreement will enter into force upon its approval by the Buyer in electronic form and under the conditions above.