- 1. Parties
- 2. Definitions
- 3. Subject and Scope of the Membership Agreement
- 4. Commercial Membership
- 5. Rights and Obligations of the Parties
- 7. Intellectual Property Rights
- 8. Amendments to the Commercial Membership Agreement
- 9. Force Majeure
- 10. Applicable Law and Jurisdiction
- 11. Enforcement
- 12. Annexes to the Commercial Membership Agreement
Commercial Membership Agreement
This Commercial Membership Agreement (hereinafter referred to as the Membership Agreement); has entered into force by being concluded electronically between BAYTII Gayrimenkul İnşaat ve Genel Ticaret Limited Şirketi (hereinafter referred to as BAYTII) residing in “Cumhuriyet Mahallesi Nazım Hikmet Blv. Concepta Plaza Apt. No91/1/39 Esenyurt/Istanbul” and the “Member” who approves the terms and conditions in the BAYTII.com Portal and its annexes, which are an integral part of this Membership Agreement, in order to open an account on the BAYTII.com Portal.
“Portal”: The website and/or mobile applications where BAYTII offers its services, consisting of the domain name www.BAYTII.com and the sub-domains connected to this domain name. “Visitor”: Every natural or legal person accessing the portal. "Commercial Member": A Visitor who creates an account on the Portal and benefits from the services offered within the Portal within the conditions specified in this Membership Agreement and who carries out commercial activities. It is the status gained as a result of the evaluation made by BAYTII and the notification made by BAYTII upon the User who wants to become a Commercial Member fills in the "Commercial Account" form on the Portal with correct and real information. Account rights and obligations are the rights and obligations that belong to the applicant and cannot be transferred to any third person in whole or in part, and you cannot become a Commercial Member before the account opening process is completed. The account application may be rejected by BAYTII without giving any reason or additional terms and conditions may be requested. BAYTII may close the account of the Individual Member if it deems necessary and/or if mandatory situations arise due to the regulations in the legislation and may not accept the account opening request of the person whose account is closed for any reason. “Membership Agreement”: An electronic contract, which consists of the terms and conditions and Annexes in the Portal, concluded in the electronic environment as a result of the Visitor’s electronic confirmation that he understands and accepts the Membership Agreement, and which is an integral part of the annexes and the terms and rules in the Portal. "Profile Page": This is the BAYTII product where the Commercial Member can enter, manage and display his/her advertisements in order to carry out his/her commercial activities on the Portal and which can be accessed by other Visitors. ''Profile Page User'': A third party user other than the Commercial Member who will be authorized by the Commercial Member to use the Profile Page. When defining the Profile Page User, all agreements accepted by the Commercial Member must be accepted. “BAYTII Services” (“Services”): Applications offered by BAYTII in order to enable the Member to perform the works and transactions defined in this agreement within the Portal. BAYTII can make changes and/or adaptations to its Services offered in the Portal at any time without prior notice. The rules and conditions that the Member is obliged to comply with regarding the changes and/or adaptations made are announced to the Member on the Portal, and the announced terms and conditions come into force on the date they are published on the Portal. “Content”: All kinds of accessible information, texts, files, pictures, videos, numbers, etc. visual, written and auditory images published on the Portal. "BAYTII Interface": Used by Visitors for the purpose of viewing the content created by BAYTII and the Member and querying it from the BAYTII Database; These are the web pages and mobile application pages that give commands to the computer program to carry out all kinds of transactions that can be done on the Portal, within the designs protected under the Law on Intellectual and Artistic Works No. 5846 and whose intellectual rights belong to BAYTII. “BAYTII Database”: It is the database protected in accordance with the Law No. 5846 on Intellectual and Artistic Works belonging to BAYTII where the contents accessed within the Portal are stored, classified, queried and accessed. “For Me” Page: A Member-specific page that can be accessed only with the username and password specified by the Member, where the Member can perform the necessary actions in order to benefit from the various applications and Services on the Portal, enter his personal information, preferences, information requested by him on the basis of the application. “Personal Data”: In accordance with Article 3/d of the Law No. 6698 on the Protection of Personal Data (“LPPD”), all kinds of information regarding an identified or identifiable natural person and special quality personal data listed in Article 6/1 of the LPPD. “Special quality personal data”: Data about the race, ethnic origin, political opinion, philosophical belief, religion, sect or other beliefs, disguise and dress, membership to associations, foundations or trade unions, health, sexual life, criminal convictions and security measures. and biometric and genetic data are personal data of special nature.
3. Subject and Scope of the Membership Agreement
The subject of this Membership Agreement is the determination of the Services offered on the Portal, the terms of benefiting from these Services and the rights and obligations of the parties. Membership Agreement and its annexes and all warnings, notifications, applications and explanations made by BAYTII regarding the usage, account and Services in the Portal are within the scope. By accepting the provisions of this Membership Agreement, the "User" accepts and undertakes to act in accordance with any statements made by BAYTII regarding the use, membership and services within the Portal.
4. Commercial Membership
4.1 For Profile Page Owner: 4.1.1 In order to become a Commercial Member, it is necessary to carry out commercial activity and to have applied for an Account by the person authorized to represent and not to have had his/her account temporarily suspended or closed by BAYTII within the scope of this Commercial Membership Agreement and not to have violated the Listing Rules. In order to successfully complete the Commercial Membership application, the following information and documents, if any, additional documents required by BAYTII must be sent to ....@.... These documents and informationare name, surname, contact details, field of activity,Business Type (sole proprietorship, limited liability company), trade name, address, Tax registration certificate, signature circular of the company official. 4.1.2. Before activating the account, BAYTII reserves the right, at its sole discretion, to request additional information and documents to ensure that the person executing the transaction to conclude the Commercial Membership Agreement is duly authorized and that the internal approval mechanism of the Commercial Member has been duly completed. BAYTII also reserves the right to physically execute the agreement and/or request the necessary documents in hard-copy forms from real or legal persons wishing to become a Commercial Member. 4.1.3. BAYTII shall also be entitled to request additional information and documents regarding the authorization of the relevant Profile Page User and/or the persons performing transactions on behalf of the Commercial Member and that the internal approval mechanism of the Commercial Member has been duly completed. 4.1.4 BAYTII may unilaterally terminate this Commercial Membership Agreement, close or temporarily suspend the account of the Commercial Member at any time without giving any reason, without notice, compensation, penalty, etc. with immediate effect without any other obligation. Violations of the rules specified on the portal, and situations where the Commercial Member poses a risk to BAYTII information security system are among the situations of closing or temporarily suspending the account.
5. Rights and Obligations of the Parties
5.1 Rights and Obligations of Commercial Members 5.1.1 The Commercial Member accepts and undertakes that he/she will act in accordance with the rules, statements, all applicable legislation and ethical rules specified in the Portal, and that he/she has read, understood and approved the provisions of the Commercial Membership Agreement and all terms and rules in the Portal. The Commercial Member accepts and undertakes that he/she has the "Authorization Certificate", "Certificate", License and other documents stipulated in the legislation and/or requested by the relevant public institutions and organizations due to the business and transactions in which he/she operates and that it meets all the conditions stipulated in this context. The Commercial Member accepts and undertakes that he/she is responsible for all claims of third parties, administrative and judicial decisions and sanctions within the scope of the activities to be carried out on the Portal; he/she accepts and undertakes that he/she is responsible for all kinds of material and moral, direct and indirect damages that BAYTII has suffered or may suffer and that he/she reserves the right of recourse. 5.1.2 The Commercial Member accepts and undertakes that in cases where BAYTII is obliged to make a disclosure to the official authorities in accordance with the provisions of the legislation in force; the Commercial Member is authorized to disclose the confidential/private/commercial information of the Commercial Member to the official authorities, that he/she will not make any request from BAYTII for this reason, and that he/she will not claim compensation under any name whatsoever. In addition, in the event that BAYTII is notified with the claim that the rights of any person or organization are violated in relation to the advertisements provided by the Commercial Member on the Portal; the relevant advertisement may be removed from publication. 5.1.3 The Commercial Member must ensure the security of the username and password used to log in to his/her account exclusively and solely by himself/herself and must use it personally. The Commercial Member shall not define the same username and password information to the accounts of other websites and shall not define the username and password information registered in the accounts of other websites to the BAYTII Account. The Commercial Member may not share his/her username and password information with any other Visitor, company, third party, software interface, etc. for any purpose. The Commercial Member shall be liable for all kinds of material and moral, direct and indirect damages that other Visitors and/or BAYTII and/or third parties and/or himself/herself have suffered or may suffer due to his/her negligence or defects in this regard. BAYTII reserves the right to recourse to the Commercial Member for the damages it may incur in such a case. Any transaction performed with the account, username and password of the Profile Page User shall be deemed to have been performed by the Commercial Member and the Commercial Member shall be solely liable for any damages incurred by the Commercial Member and/or third parties due to the use, loss or alteration of such information by any person other than the persons authorized by the Commercial Member. In the event that anyone has any suspicion that the account information of persons who log in to the Portal with a specific username and password, such as the Commercial Member, Profile Page User, has been learned by a third party; The Commercial Member shall immediately notify the Portal authorities. 5.1.4 The Commercial Member accepts and undertakes that the information and contents provided by him/her or the User(s) of the Profile Page within the Portal are accurate and lawful, that they are not deceptive, that the publication of such information and contents on the Portal or the sale and display of products related to such contents do not contravene the applicable legislation and that he/she has all necessary licenses, permits and documents. BAYTII shall not be liable and responsible for investigating the accuracy of the information and contents transmitted to BAYTII by the Commercial Member or uploaded by the Commercial Member through the Portal, nor shall BAYTII be held liable for any damages that may arise due to the incorrect or inaccurate information and contents or the publication of such information and contents. If the Commercial Member realizes that the information provided after the account creation process is completed is incorrect or incomplete, he/she can make the necessary corrections from the My Account section after logging into the Portal or contact customer service and request the relevant correction to be made. 5.1.5 The Commercial Member may not transfer this Commercial Membership Agreement or its rights and obligations under this Commercial Membership Agreement in whole or in part to any third party without the written consent of BAYTII. 5.1.6 The Commercial Member may publish advertisements and perform transactions on the Portal for lawful methods and purposes. The Commercial Member shall be legally and criminally responsible for every transaction and action taken by the Commercial Member within the Portal. The Commercial Member shall not reproduce, copy, distribute, process, transfer to other databases or upload to the Portal in a way that may have consequences of this nature the pictures, texts, visual and audio images, video clips, files, databases, catalogs and lists contained in the Portal that may constitute an infringement of the real or personal rights, personal data, assets of BAYTII and/or another third party; will not create advertisements, will not compete directly and/or indirectly with BAYTII either through these actions or in any other way. BAYTII shall not be held directly and/or indirectly liable in any way whatsoever for any damages incurred or to be incurred by third parties due to the activities on the Portal carried out by the Commercial Member in violation of the provisions of this Commercial Membership Agreement and the law. BAYTII reserves the right to recourse to the Commercial Member for any damages incurred in such a case. 5.1.7 BAYTII allows the Commercial Member to view the advertisements and use the BAYTII Interface for the sole purpose of learning the contents of the relevant advertisements, and any attempt to access a certain number or all of the advertisements through the database for any other purpose, or copying the advertisements partially or completely, BAYTII does not allow or consent to similar acts, including direct or indirect publication, compilation, processing, transfer to other databases, making them available for access and use by third parties from this database, and linking to the advertisements on BAYTII. Such acts are unlawful and BAYTII reserves all kinds of claims, lawsuits and follow-up rights. 5.1.8 BAYTII may not share the reports and similar contents prepared by BAYTII for the Commercial Member with anyone other than its customers, make any changes in the content of the report, sell, partially quote from the report, or make derivative works from the report. BAYTII's advertisements and advertisement clips created with artificial intelligence technology are created for BAYTII.com visitors to view and can only be published in the area reserved for advertisements on the website www.BAYTII.com and mobile applications, cannot be copied, cannot be used on other platforms or media, cannot be transferred to other databases, cannot be shared with third parties. If it is determined that the Commercial Member acts in violation of the provisions of this article regarding reports, advertisement clips or similar content; his/her account may be temporarily suspended or his/her account may be closed or other sanctions may be imposed by BAYTII. The Commercial Member accepts and undertakes in advance that BAYTII has no responsibility for the content of the report or advertisement clip. 5.1.9 The Commercial Member takes any action that may threaten the security of the Portal or BAYTII systems and/or that may harm the Portal, BAYTII and other visitors, takes any action that may prevent the operation of the Portal and other software belonging to the Portal or the use of the Portal by other visitors, or imposes a disproportionate load on the system or the Portal in a way that may lead to these results; unauthorized access to the source code of the Portal or BAYTII's systems, copying, deleting, modifying or attempting to do so, using or attempting to use software that may prevent the operation of the Portal or disrupting the operation of any software, hardware and servers, causing them to malfunction, reverse engineering, organizing attacks, engaging or otherwise interfering with them, or attempting to gain access to BAYTII's servers are strictly prohibited. 5.1.10. A Commercial Member may delete his/her BAYTII Commercial Account from the My Account menu. If there is an ongoing "short-term rental" transaction, the Commercial Membership shall not be cancelled. Deactivation of the BAYTII account is the first step towards permanent deletion of the account. Deactivation is a 30-day process. If the Commercial Member does not access his/her account within 30 days after deactivation, his/her account will be deleted. During the 30-day deactivation period, if the Commercial Member logs in to his/her account, the account is easily reactivated. Deactivating the BAYTII account means that the username and public profile of the Commercial Member cannot be displayed on BAYTII.com, BAYTII for iOS or BAYTII for Android. Deleting the BAYTII account does not mean that the information will be deleted from search engines such as Google, Bing, etc. BAYTII may retain some information about the deactivated account to ensure the security of its platform and BAYTII Visitors. When the BAYTII account is deactivated, your username will still appear in the advertisements of others. However, since your profile no longer exists, it does not provide a link to your profile. 5.2. Rights and Obligations of BAYTII 5.2.1 BAYTII accepts, declares and undertakes to perform the services mentioned in this Commercial Membership Agreement within the scope of the explanations specified in the Portal regarding the provision of the relevant services and the conditions specified in this Commercial Membership Agreement, and to establish and operate the technological infrastructure necessary for the provision of the services specified in this Commercial Membership Agreement. The obligation to establish the technological infrastructure specified in this article does not imply an unlimited and complete service commitment; BAYTII may stop or terminate the services and technological infrastructure specified in this Commercial Membership Agreement at any time without any notice. 5.2.2 BAYTII provides the Portal and Services "As It Is" and does not claim or undertake that the Portal and Services are error-free, flawless, uninterrupted, perfect or that they will meet the specific needs of the Commercial Member. BAYTII may make all kinds of changes, updates and similar works on the Portal and as long as the Commercial Member continues to use the Portal and Services, he/she is deemed to have accepted the Portal and Services as he/she uses them ("As It Is"). BAYTII is not liable for any direct or indirect damages, all kinds of material, moral and financial damages such as loss of profit, loss of data, loss of business, loss of reputation, loss of expected savings, interruption of business, and any compensation claims that may be made by the Commercial Member or a third party, for the context as follows: (i) the Commercial Member's use, non-use, misuse of the Portal and Services or the Commercial Member's failure to fulfill the commitments and obligations specified in the Commercial Membership Agreement; (ii) all hardware, system software/other software and network related function and failures arising therefrom; (iii) communication network, internet connection, connection errors; (iv) any errors and malfunctions that may occur as a result of any changes, updates and similar works to be carried out on the Portal; (v) voltage fluctuations, battery and power failures, virus infection and similar factors; (vi) operating system incompatibilities; (vii) the occurrence of incompatibilities or errors that prevent the Commercial Member from using the Portal, including but not limited to the foregoing 5.2.3 BAYTII may use information such as name-surname/trade name, telephone number, e-mail address, address, type of business requested at the stage of opening a Commercial Account outside the purpose and scope specified in the Commercial Membership Agreement; subject to the conditions stipulated in the legislation in force and by obtaining additional approvals and explicit consents when necessary, by SMS, e-mail, in-site notifications and similar methods, for promotional and informative communication activities, research, marketing activities and statistical analyzes, or when necessary, to contact the Commercial Member, to conduct research to improve its processes, to create a database and to conduct market research, to transfer to companies with which BAYTII cooperates, to be processed and used by these companies. 5.2.4 BAYTII may link to other websites, applications and/or portals, files or contents owned and operated by third parties. These links may be provided by the Commercial Member or by BAYTII solely for ease of reference and are not intended to endorse the website or its operator to which the link is directed or to constitute any kind of verification statement or guarantee for the website or the information it contains. BAYTII does not have any responsibility for the portals, websites, applications, files and contents accessed through the links on the Portal, the services or products offered from the portals or websites accessed through these links or their content. BAYTII shall not be liable for any conversations between Commercial Members and Visitors or third parties within BAYTII or through communication platforms accessed through BAYTII. 5.2.5 BAYTII may remove messages that are contrary to the functioning of the Portal, the law, the legislation, the rights of others, the terms of the Commercial Membership Agreement, the protection of personal data, the general rules of morality from access at any time and in any manner it wishes; BAYTII may close the account of the Commercial Member who entered this message without any notification. BAYTII may impose additional obligations on the Commercial Member depending on the changes in the legislation, and such obligations shall enter into force on the date of their publication on the Portal. 5.2.6 BAYTII may publish its own or its customers' advertisements in all areas of the Portal, including the advertisement pages. 5.2.7 BAYTII, BAYTII employees and managers are under no obligation to investigate and check whether the content provided by Commercial Members, Profile Page Users and Visitors on the Portal is lawful or not, whether it is real or not. 5.2.8 If it is determined that the information provided during the application of the Commercial Member is not sufficient, accurate or up-to-date or is misleading and malicious, if the application of the account applicant has already been rejected, if complaints or negative comments are received about the Commercial Member during the continuation of the account, and for similar reasons; BAYTII may terminate this Agreement and close the account of the Commercial Member without any notice and without any compensation obligation. In order for the necessary investigations to be carried out by BAYTII officials before the account closure, BAYTII may take such measures as it deems appropriate. Following the closure or temporary suspension of the account or termination of the Agreement for any reason whatsoever, BAYTII, at its sole discretion, shall have the sole authority to decide on the fate of any content or other postings made by the Commercial Member on the Portal. 5.2.9 BAYTII operates as a "Hosting Provider" within the scope of and in accordance with the Law No. 5651 "Law on the Regulation of Publications on the Internet and Combating Crimes Committed by Means of Such Publications". BAYTII does not guarantee that certain results will be produced by BAYTII as a result of the performance of the Agreement. BAYTII does not make any representations and warranties in connection with the use of the Portal, including but not limited to the infringement of intellectual property rights and the accuracy of the contents of the advertisements. BAYTII also assumes no responsibility for the late provision, interruption or interruption of the services under the Agreement for any reason whatsoever, including but not limited to maintenance, repair works, technical failures.
7. Intellectual Property Rights
8. Amendments to the Commercial Membership Agreement
8.1. BAYTII may, at its sole discretion and unilaterally, amend this Commercial Membership Agreement, its annexes and/or any of its articles by publishing them on the Portal at any time it deems appropriate. The amended provisions of this Commercial Membership Agreement shall become effective and enter into force on the date of its publication on the Portal, and the existing provisions shall remain in full force and effect and shall continue to give rise to their provisions and consequences. This Commercial Membership Agreement cannot be amended by unilateral declarations of the Commercial Member.
9. Force Majeure
9.1. Except as otherwise provided in this Agreement, neither BAYTII nor the Commercial Member shall be deemed to be in default in the performance of its obligations under this Agreement if the performance of its obligations is prevented or prevented by force majeure. Force majeure means any unforeseeable and irresistible event which, through no fault, defect or negligence of the aggrieved Party, renders the performance of an act of a Party temporarily or permanently impossible or, even if the performance of the act is possible, excessively disturbs the balance between the performances to the detriment of a Party. In the event of force majeure, the aggrieved Party shall immediately notify the other Party and, depending on the nature of the force majeure, notify it in writing within 7 days at the latest from the date of the occurrence of the force majeure whether the performance has become temporarily or permanently impossible or the balance between the performances has been excessively disturbed to its detriment. 9.2. If performance is temporarily impossible due to force majeure, the Party whose performance is temporarily impossible due to force majeure shall (i) use its best efforts to eliminate the cause of the impossibility of performance and (ii) perform all of its obligations as soon as the cause is eliminated, with the other Party being released from its contractual obligations until the cause is eliminated. The Parties agree that if the temporary impossibility of performance lasts for more than 30 days, each Party shall have the right to terminate the Agreement without compensation or any additional liability. 9.3 If the performance of the performance has become permanently impossible due to force majeure, in accordance with Article 136 of the Turkish Code of Obligations, the obligation shall terminate due to the impossibility of perfect performance on the date when the performance of the performance becomes impossible, and the legal provisions shall apply. 9.4 If a Force Majeure Event has occurred, but the performance of the performance has not become temporarily or permanently impossible, but the balance between the performances has deteriorated excessively to the detriment of one party, the Party affected by the Force Majeure Event shall first submit a negotiation request in writing to the other Party in order to restore the deteriorated balance between the performances, and the Parties shall negotiate the adjustment terms between them without resorting to court proceedings. If the process does not result in an agreement within 30 days from the receipt of the relevant negotiation request, it will be possible for the Party against whom the balance of performance has deteriorated to request adaptation by applying to the court. The Parties agree and declare that the performance of the monetary obligation shall not become impossible. 9.5 The term force majeure shall be interpreted as unavoidable events beyond the reasonable control of the relevant party, including but not limited to natural disasters, riots, war, strikes, epidemics and bad weather conditions, which the parties cannot prevent despite exercising due diligence. The Commercial Member agrees that in cases where the performance of its performance is objectively possible, the additional obligations imposed on it due to the change in legislation cannot be considered as force majeure and therefore it will not be possible to request a change in the provisions of the Agreement.
10. Applicable Law and Jurisdiction
10.1 In the implementation and interpretation of this Commercial Membership Agreement and in the management of legal relations arising under this Commercial Membership Agreement, Turkish Law shall apply, except for Turkish conflict of laws rules in case of foreign element. Istanbul Central (Çağlayan) Courts and Enforcement Offices are authorized to settle any disputes arising or that may arise from this Commercial Membership Agreement.
11.1 This Commercial Membership Agreement and the annexes referred to in the Commercial Membership Agreement and which are an integral part of the Commercial Membership Agreement and the rules and conditions contained in the Portal have been concluded and entered into force electronically with the electronic approval of the Commercial Member. The invalidity, contradiction to the legislation or non-applicability of any provision of the Commercial Membership Agreement shall not affect the validity of the remaining provisions of the Commercial Membership Agreement.
12. Annexes to the Commercial Membership Agreement
12.1 The Commercial Member declares and undertakes that he / she has read and understood the contents of this Commercial Membership Agreement and all annexes that are an integral part of the Commercial Membership Agreement, as well as the terms and rules published on the Portal, and that he / she unconditionally and unconditionally accepts that he / she will act in accordance with the Commercial Membership Agreement and its annexes" and all terms and rules published on the Portal as a Commercial Member.