PROJX MEMBERSHIP AGREEMENT

1. Parties

1.1. This Membership Agreement ("Agreement");
(a) PROJX Digital İnovatif Teknolojiler A.Ş. (hereinafter referred to as "PROJX" or "We") and
(b) the natural person or the representative authorized to act on behalf of a legal entity who becomes a member of the website www.projx.com.tr ("Site") ("Member" or "You").

1.2. PROJX contact information:
Trade Name: PROJX Digital İnovatif Teknolojiler A.Ş.
Address: Abide-i Hürriyet Cd. BlackOut Plaza A Blok No: 211/1/64 Şişli – İstanbul – Türkiye
Phone: +90 212 325 7300
E-mail: [email protected]
(Note: If a different support address has been published on the Site, that address shall prevail.)

2. Definitions

In this Agreement;

• Account: the membership account created by the Member on the Site,
• Panel: the management screens accessed by the Member through the Account,
• Content: any and all content uploaded/submitted by the Member to the Site, such as text, images, files, data, comments, requests, etc.,
• Policies: the KVKK Disclosure Statement, Cookie Policy, Terms of Use, Acceptable Use Policy (if any), Privacy/Security Principles and similar texts published on the Site,

have the meanings set forth above.

3. Subject Matter and Scope

3.1. The subject of this Agreement is to set out the terms under which the Member becomes a member of the Site, creates an Account, and uses the membership features of the Site.

3.2. Purchase transactions (product/service orders, payment, delivery/performance, etc.) are not the subject of this Agreement. In the event the Member purchases a product/service through the Site, the relevant Preliminary Information Form and Distance Sales / Service Agreement (and any product/service-specific terms, if any) shall apply separately.

4. Membership Conditions and Account Security

4.1. The Member acknowledges that they have reached the age of 18; if registering on behalf of a legal entity, that they are authorized to represent and bind that entity.

4.2. It is the Member's responsibility to ensure that the information shared during registration is accurate, complete and up to date. The Member is responsible for any administrative/legal consequences that may arise due to inaccurate information.

4.3. Account information and password security are the Member's responsibility. The Member agrees not to share their password with third parties and to notify PROJX immediately upon noticing any unauthorized use of the account.

4.4. PROJX may request additional verification (e-mail/phone verification, 2FA, etc.) for security, suspected fraud, abuse, regulatory verification, or Account security purposes.

5. Site Usage Rules (Acceptable Use)

5.1. The Member agrees to use the Site and the Services in accordance with applicable legislation, general morality, third-party rights and the Policies.

5.2. The Member may not engage in the following acts:

• Sharing content that is unlawful, misleading, fraudulent, abusive, contains hate speech, or violates personal rights,
• Infringing intellectual property rights (copyright/trademark/patent),
• Engaging in spam, phishing, malware, botnets, unauthorized access, exploitation of system vulnerabilities, DDoS, etc.,
• Unlawfully processing or disclosing third-party personal data,
• Using automation/bots in a manner that disrupts the Site, reverse engineering, or attempting to bypass security measures.

5.3. In the event of the Member's violation of this article, PROJX may, depending on the nature of the violation, apply warning, Content removal, access restriction, Account suspension, or membership termination measures.

6. PROJX's Rights and Service Continuity

6.1. PROJX makes reasonable efforts to ensure the continuity of the Site; however, access to the Site may be interrupted in cases such as internet/infrastructure failures, maintenance work, third-party-related outages, and force majeure events.

6.2. PROJX may modify the Site's functions, content and membership features in order to improve them. Where possible, significant changes will be announced through the Site.

6.3. PROJX may take any technical/administrative measures it deems necessary for legal or security reasons.

7. Intellectual Property

7.1. Intellectual property rights over the design, software, interface, texts, images, logos, trademarks and all other elements of the Site belong to PROJX or to third parties licensing such rights.

7.2. The Member may not copy, reproduce, publish, distribute or reverse engineer the Site content without the written consent of PROJX.

8. Member Content

8.1. The Member is solely responsible for the lawfulness of the Content submitted to the Site and for ensuring that it does not infringe third-party rights.

8.2. The Member agrees to grant PROJX a non-exclusive, non-transferable, time-limited right to use the Content to the extent necessary for its technical processing, transmission and display on the Site and for the provision of the service.

8.3. PROJX may remove or block access to Content that is clearly unlawful, infringing, or that poses a security risk.

9. Protection of Personal Data (KVKK)

9.1. PROJX processes the Member's personal data in compliance with the Personal Data Protection Law No. 6698 (KVKK) and related legislation.

9.2. The Member acknowledges that the details, purposes, legal bases, transfers, retention periods, and rights regarding the processing of personal data may be reviewed through the KVKK Disclosure Statement and the relevant Policies. (The KVKK Disclosure Statement is an integral part of this Agreement.)

9.3. PROJX may use cookies and similar technologies on the Site. The principles regarding the use of cookies are set out in the Cookie Policy.

10. Commercial Electronic Communications (Separate Consent Mechanism)

10.1. Sending commercial electronic communications to the Member for purposes such as product/service promotion, campaigns, marketing and the like is subject to the Member's separate consent under the relevant legislation.

10.2. If the Member grants consent by ticking the relevant boxes/preference fields on the Site or by equivalent means, PROJX may send commercial electronic communications, limited to the scope of consent and the channels (SMS/e-mail/call, etc.).

10.3. The Member may withdraw their communication consents at any time via the directions provided within the message content or via their Account settings.

Implementation Note (for the panel/checkout): "Create membership" and "Commercial communication consent" must be separate checkboxes and must be logged.

11. Term, Suspension and Termination

11.1. This Agreement enters into force at the moment the Member creates the membership on the Site and approves it electronically, and remains in force until terminated by the Member or PROJX.

11.2. The Member may terminate the membership through the Account settings and/or by written notice to PROJX. Termination of membership does not automatically terminate any separate agreements arising from products/services purchased by the Member.

11.3. PROJX may immediately suspend/terminate the Account in cases such as (i) serious violations (phishing, malware, fraud, manifest unlawfulness), (ii) security risks, (iii) legal obligations, or (iv) third-party rights infringement. In other cases, where possible, the Member will be given a reasonable time and warned.

11.4. Upon termination of membership, PROJX may continue to process/store personal data in accordance with the KVKK Policies, subject to retention obligations arising from legislation and legitimate interest requirements.

12. Limitations of Liability

12.1. PROJX shall not be liable for indirect damages, loss of profit, business interruption, or data loss arising from the free membership features of the Site, without prejudice to applicable mandatory legal rules.

12.2. PROJX's liability in cases of willful misconduct or gross negligence, as well as liabilities that cannot be limited by law, are reserved.

13. Force Majeure

In events beyond the parties' control such as natural disasters, war, terrorism, epidemics, decisions of public authorities, large-scale cyber attacks, infrastructure/energy outages and similar force majeure events, the parties shall not be held responsible for any failure or delay in performing their obligations.

14. Changes

14.1. PROJX may update the Agreement and the Policies in line with legislative and operational requirements.

14.2. Updated texts shall enter into force on the date they are published on the Site. Where possible, the Member will be notified of significant changes. The Member's continued use of the Site constitutes acceptance of the updates.

15. Severability, Assignment, Waiver

15.1. The invalidity of any provision of the Agreement shall not affect the validity of the other provisions.

15.2. The Member may not assign their rights and obligations under this Agreement without the written consent of PROJX. PROJX may assign the Agreement to the extent permitted as part of its service organization.

15.3. The failure of either party to exercise a right shall not constitute a waiver.

16. Governing Law and Jurisdiction

16.1. This Agreement is subject to Turkish law.

16.2. If the Member is a consumer, the rights under Law No. 6502 are reserved; in disputes, consumer arbitration committees/consumer courts may have jurisdiction.

16.3. In disputes other than those involving consumers, the İstanbul (Çağlayan) Courts and Execution Offices shall have jurisdiction.

17. Entry into Force

By approving this Agreement electronically, the Member declares that they have read, understood and accepted all of its provisions.