ARTICLE 1 – PARTIES

This Membership Agreement and its annexes (hereinafter referred to as the “Agreement”); has been concluded and entered into force in electronic and/or physical environment between Sabancı University Nanotechnology Research and Application Center (hereinafter referred to briefly as “SUNUM”), located at Orta Mah. Üniversite Cad. Sabancı Üniv. No:27/1, 34956 Tuzla, Istanbul, Türkiye, and the “Member” who approves this Agreement the Platform terms and rules located at www.sunumestore.com to become a member of the Platform, for the purpose of determining the conditions regarding the Member's benefit from the Services offered on the Platform. Within the scope of this Agreement, SUNUM and the Member shall be referred to together as the "Parties" and individually as a "Party".

ARTICLE 2 – DEFINITIONS

Platform: The website consisting of the domain name www.sunumestore.com and sub-domains linked to this domain name, or all similar online or offline media and/or mobile applications made available for use in a digital environment.

Member: The real or legal person who becomes a member of the Platform and benefits from the services offered within the Platform under the determined conditions.

Content: All kinds of product advertisements, information, texts, files, pictures, videos, figures, and similar visual, textual, and auditory images published on the Platform and accessible.

Personal Data: In accordance with the Personal Data Protection Law No. 6698 (“KVKK”), any information relating to an identified or identifiable natural person.

Special Categories of Personal Data: Data relating to race, ethnic origin, political opinion, philosophical belief, religion, sect or other beliefs, clothing and appearance, membership to associations, foundations or trade unions, health, sexual life, criminal convictions and security measures, and biometric and genetic data are special categories of personal data.

Membership Account: The set of Member-specific internet pages accessed through the Platform with a "username" and "password" determined by the Member, which they undertake will be used exclusively by themselves, and where the Member performs the transactions necessary to benefit from the services offered within the Platform.

Platform Users: All real or legal persons who use the Platform under any membership model offered on the Platform for the purpose of benefiting from the services provided and/or providing services through the Platform.

Platform Interface: The internet pages that give commands to the computer program for the realization of all kinds of transactions through the Platform, used by Platform Users so that the content on the Platform can be viewed and queried by the Members; the designs of which are protected under the Law No. 5846 on Intellectual and Artistic Works and all intellectual rights of which belong to SUNUM and are registered in the name of SUNUM.

ARTICLE 3 – SUBJECT OF THE AGREEMENT

The subject of this Agreement is the creation of a closed-circuit platform where Members can view the products and services provided on the Platform (“Services”), and the regulation of the conditions for Members to benefit from these Services and the rights and obligations of the Parties. All declarations such as warnings, notifications, applications, and explanations made by SUNUM regarding usage, membership, and Services within the Platform are also within the scope of the Agreement.

Within the scope of this Agreement, SUNUM is not the product owner, seller, service provider, etc. in terms of any Content that may be provided by the Members on the Platform, and does not make any representation, warranty or commitment regarding the accuracy, quality, security of the Contents and information provided by the Members or whether they comply with applicable laws and legislation.

Within the scope of this Agreement, the Member accepts and undertakes that they operate for commercial and professional purposes and that their transactions will not fall within the scope of the Law on the Protection of Consumers No. 6502.

ARTICLE 4 – MEMBERSHIP CONDITIONS

a) Persons who wish to become a Member are obliged to fill out the membership form/information on the Platform with accurate and real information. Real person users who wish to become a member must be over 18 (eighteen) years of age. The Member, who does not provide accurate and up-to-date information while filling out the membership form, is personally responsible for any direct and/or indirect damages that may arise for this reason. The Member accepts and declares that all kinds of information shared by them during membership, including but not limited to trade name, tax office, T.R. identity no/tax no, address, and contact information, are accurate and appropriate. If these pieces of information provided during the membership application are not found accurate and/or appropriate by SUNUM, the user's request to become a Member may be rejected by SUNUM without stating any reason, the membership may be canceled, or additional terms and conditions may be requested. In this case, the user applying for Membership has no right to any claim.

b) To become a member of the Platform, one must not have been temporarily removed from membership, suspended, or banned indefinitely by SUNUM within the scope of this Agreement.

c) Membership of the user is realized with the approval of this Agreement in an electronic and/or physical environment, and SUNUM may request additional information and documents from the applying user within the scope of membership processes.

d) By approving this Agreement and accepting the provisions of the Agreement, the Member accepts and undertakes that they will act in accordance with all kinds of rules and conditions regarding usage, membership, and Services within the Platform.

ARTICLE 5 – RIGHTS AND OBLIGATIONS OF THE MEMBER

a) The Member accepts and undertakes to act in accordance with the rules, declarations, all applicable legislation, and moral and ethical rules stated on the Platform, and that they understand and approve all policies, terms, and rules on the Platform along with the provisions of the Agreement.

b) In cases where SUNUM is obliged to make disclosures to official authorities in accordance with the provisions of the legislation in force, pursuant to a court order, prosecutor's instruction, or the duly and binding requests of legally authorized administrative authorities the Member accepts and undertakes that SUNUM is authorized to disclose confidential/private/Personal Data-Special Categories of Personal Data/commercial information belonging to Members to official authorities, and that they will not claim compensation from SUNUM under any name whatsoever for the performance of such legal obligation.

c) The Member is entirely responsible for the security of the username and password they use to log into the Platform membership account, ensuring they are used exclusively and individually by themselves, and keeping them from third parties. The Member is responsible for all kinds of direct and/or indirect damages suffered or that may be suffered by other Members and/or SUNUM, the Platform, and/or third parties due to their negligence or faults in this regard. In the event that SUNUM suffers any damage, the Member accepts, declares, and undertakes that they will compensate the damage in question in cash and in one go upon the first request and will hold SUNUM harmless from all kinds of lawsuits, proceedings, and claims.

d) The Member accepts and undertakes that the information and Content provided by them within the Platform are accurate and lawful, and that the said information and Content or linked commercial activities do not constitute a violation of laws and any applicable legislation in line with the legislation in force. SUNUM is not obliged or responsible for investigating the accuracy of the information and contents transmitted to SUNUM by the Member or uploaded by the Member via the Platform, and SUNUM cannot be held responsible for any direct and/or indirect damages arising from the said information and contents being wrong or incorrect. In the event that SUNUM suffers any damage, the Member accepts, declares, and undertakes that they will compensate the relevant damage in cash and in one go upon the first request and will hold SUNUM harmless from all kinds of lawsuits, proceedings, and claims.

e) The Member cannot transfer this Agreement and/or their rights and obligations under this Agreement, in whole or in part, to any third party without the prior written consent of SUNUM.

f) The Member may perform transactions on the Platform for lawful purposes. The legal and criminal responsibility for every transaction and action the Member performs within the Platform belongs to them. The Member accepts and undertakes that they will not reproduce, copy, distribute, process, transfer to another database or upload to the Platform in a way that would lead to such results, the pictures, texts, visual and auditory images, video clips, files, databases, catalogs, and lists within the Platform that would constitute an infringement of the real or personal rights or assets or Personal Data of SUNUM and/or another third party; that they will not engage in any commercial activity by performing such actions; and that they will not engage in behaviors and transactions that constitute unfair competition directly and/or indirectly, either through these actions or by other means. SUNUM cannot be held responsible directly and/or indirectly in any way for the direct and/or indirect damages suffered or that may be suffered by third parties due to the activities of the Member on the Platform performed in violation of the provisions of this Agreement and the law. The Member also accepts, declares, and undertakes that in the event that SUNUM suffers any damage due to their unlawful activities, they will compensate the relevant damage in cash and in one go upon the first request and will hold SUNUM harmless from all kinds of lawsuits, proceedings, and claims.

g) SUNUM allows Members to view advertisements and use the Platform interface only for the purpose of learning the product and service content on the Platform and receiving services through the Platform in this context, and SUNUM does not allow or consent to the processing of similar acts, including attempting to access the Contents for a certain number or as a whole through any database where the data on the Platform is located for any other purpose, partially or completely copying the Contents, publishing, compiling, processing, transferring them to other media directly or indirectly, or opening them to the access and use of third parties from this database. Such acts are unlawful; and SUNUM reserves its rights for necessary claims, lawsuits, and proceedings. In the event that SUNUM suffers any damage, the Member accepts, declares, and undertakes that they will compensate the relevant damage in cash and in one go upon the first request and will hold SUNUM harmless from all kinds of lawsuits, proceedings, and claims.

h) SUNUM reserves the right to reject the Member's application without giving any reason, cancel their membership, and/or request additional documents. The Member, whose application is accepted, shall fill out the membership form and information on the Platform completely and accurately. The Member is obliged to notify SUNUM of any kind of change that may occur in the documents and information they have provided, especially their own information, within 15 (fifteen) days at the latest from the occurrence of the change, and to update their record on the Platform accordingly.

i) The Member accepts that in cases where they violate the provisions of this Agreement and/or legal regulations, they are obliged to fulfill the transactions and take the actions to be requested by SUNUM regarding the transaction or action subject to the violation.

j) The Member declares and undertakes that regarding the transactions they will perform through the Platform, SUNUM is not responsible in any legal proceeding, investigation, or lawsuit to be directed to SUNUM, and that they agree to provide all information and documents necessary for SUNUM to defend itself as soon as possible. In the event that SUNUM suffers any damage, the Member accepts, declares, and undertakes that they will compensate the relevant damage in cash and in one go upon the first request and will hold SUNUM harmless from all kinds of lawsuits, proceedings, and claims.

k) The Member accepts and declares that in the transactions and correspondence they perform on the Platform, they will act in accordance with the provisions of this Agreement, all conditions stated on the Platform, the legislation in force, and the moral and ethical rules. The legal and criminal responsibility for the transactions and actions performed by the Member and Platform Users within the Platform belongs entirely to the relevant Member or Platform User. SUNUM cannot be held responsible directly and/or indirectly in any way for the direct and/or indirect damages suffered or that may be suffered by third parties due to the activities of the Members on the Platform performed in violation of the provisions of this Agreement and the law.

l) The Member is obliged to carry out the transactions they perform on the Platform in a way that will not harm the Platform technically in any way. The Member accepts and undertakes that they have taken all kinds of necessary measures, including using necessary protective software and licensed products, to ensure that all information, content, materials, and other content they provide to the Platform do not contain any programs, viruses, software, unlicensed products, trojan horses, etc. that would harm the system. The Member also accepts that they will not enter the Platform Membership Account page with robots or automatic entry methods.

ARTICLE 6 – RIGHTS AND OBLIGATIONS OF SUNUM

a) SUNUM accepts, declares, and undertakes to perform the Services mentioned in this Agreement within the conditions written in the Agreement, and to establish and operate the technological infrastructure necessary for the provision of the Services. The obligation to establish the technological infrastructure stated in this article does not mean a commitment to unlimited and complete service; SUNUM may stop or end its services and technological infrastructure determined by this Agreement at any time by giving notification.

b) SUNUM reserves the right to change the Services and contents offered on the Platform at any time at its own discretion and if it deems necessary; to close the information and contents uploaded by the Members to the system to the access of all Platform Users and to delete them. SUNUM may use this right without any notification and without giving a period of time. Members must immediately fulfill the changes and/or corrections requested by SUNUM. SUNUM may perform the changes and/or corrections if deemed necessary. All kinds of direct and/or indirect damages, legal and criminal responsibilities arising or that may arise due to the failure of the Members to fulfill the change and/or correction requests requested by SUNUM on time belong entirely to the Members. In the event that SUNUM suffers any damage, the Member accepts, declares, and undertakes that they will compensate the relevant damage in cash and in one go upon the first request and will hold SUNUM harmless from all kinds of lawsuits, proceedings, and claims.

c) SUNUM may remove messages and contents that are contrary to the operation of the Platform, the law, the rights of others, the terms of the Agreement, the KVKK, and general moral and ethical rules from access at any time and in any way; SUNUM may terminate or temporarily stop the membership of the Member who entered this message and content without making any notification.

d) SUNUM may make changes and/or adaptations to the Services offered within the Platform at any time. The rules and conditions that the Member is obliged to comply with regarding the changes and/or adaptations made are announced to the Member through the Platform, and the explained terms and conditions come into force on the date they are published on the Platform.

e) In the event that there is a dispute as to which person the membership rights and obligations belong to and the persons in question make a request from SUNUM in this regard, SUNUM has the right to act by accepting that the last person who made a payment for any Service using the relevant Platform Membership Account is the owner of the Platform Membership Account.

ARTICLE 7 – FREE USE

SUNUM provides a membership service that allows Members to perform transactions on the Platform. Members may use the Platform without paying a membership fee within the framework of this Agreement and the rules on the Platform.

ARTICLE 8 – TERMINATION OF MEMBERSHIP

a) SUNUM’s right to terminate membership: SUNUM may terminate the Agreement unilaterally and immediately without any compensation obligation if the Member violates the provisions of this Agreement and the rules stated on the Platform. In this case, the Member is obliged to compensate all kinds of direct and/or indirect damages suffered and/or that may be suffered by SUNUM.

b) Member’s termination of membership at their own request: Within the scope of this Agreement, Members may terminate their membership at their own request with a written notification or a notification to be made through the Platform.

c) Consequences of termination of membership: Information and content regarding the terminated membership are deleted from the Platform, except for those that must be stored for SUNUM's legal obligations and the protection of SUNUM's rights, and the Member's page is closed for use. Unless otherwise agreed by the Parties, the termination of membership will not affect the validity of the sales contracts or orders ongoing at the date the membership is terminated.

ARTICLE 9 – INTELLECTUAL PROPERTY RIGHTS

Members do not have the right to sell, process, share, distribute, display all kinds of Services, information, and the copyright covering the brand, logo, interface, and designs, software, domain name, and all kinds of brand, design, logo, trade dress, slogan, and all other content created by SUNUM regarding these, or to allow someone else to access or use the Platform services. Except for the cases expressly permitted by SUNUM within this Agreement and all kinds of Platform rules and policies that are an inseparable part of this Agreement, the Member cannot reproduce, process, distribute SUNUM's copyrights or create derivative works from them. In the event that SUNUM suffers any damage due to the Member's actions contrary to this article, the Member is obliged to compensate all kinds of direct and/or indirect damages suffered by SUNUM in cash and in one go upon the first request.

ARTICLE 10 – FORCE MAJEURE

The term force majeure shall be interpreted as unavoidable events that could not be prevented despite showing necessary care, beyond the reasonable control of the relevant Parties, including but not limited to natural disasters, riots, wars, strikes, cyber attacks, infrastructure and internet failures, improvement or renewal works regarding the system and failures that may occur for this reason, power outages, and bad weather conditions. SUNUM shall not be liable to the Member for the failure to perform or the delay in performing any of its obligations under this Agreement due to force majeure. These and similar situations shall not be considered as delay, incomplete performance or non-performance or default for SUNUM, and compensation cannot be requested from SUNUM, the Platform, or the members of the Platform Board under any name for these situations.

ARTICLE 11 – GOVERNING LAW AND DISPUTE RESOLUTION

The provisions of this Agreement shall be subject to Turkish Law, and Istanbul Anatolian Courts and Execution Offices shall have jurisdiction over any kind of dispute arising or that may arise from the Agreement.

ARTICLE 12 – MISCELLANEOUS PROVISIONS

a) SUNUM will communicate with the Member via the e-mail address reported by the Member during registration or by making a call to the phone number and sending an SMS. The Member is obliged to keep their e-mail address and phone number up to date.

b) SUNUM may unilaterally change this Agreement at any time it deems appropriate by publishing it on the Platform at its sole discretion. The changed provisions of this Agreement shall gain validity and enter into force on the date they are published on the Platform, and the remaining provisions shall remain in force and continue to produce their terms and results exactly. This Agreement cannot be changed by the unilateral declarations of the Member.

c) The Member accepts, declares, and undertakes that in disputes that may arise from this Agreement, the electronic and system records, commercial records, book records, microfilm, microfiche, and computer records kept in the SUNUM and Platform database and on their servers shall constitute valid, binding, definitive, and exclusive evidence, and that this article is in the nature of an evidence contract within the meaning of Article 193 of the Code of Civil Procedure No. 6100.

d) If any provision of this Agreement is held to be completely or partially invalid or unenforceable by a court or another authorized authority, the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected.

e) SUNUM's failure to use any of its rights or its late use shall not mean that it has waived this right.

f) Nothing in this Agreement shall be interpreted as any relationship of representation, agency, partnership, or any other kind of joint venture between the Parties.

g) The Member declares and undertakes that they unconditionally accept that all kinds of usage conditions, privacy policy rules, and similar all Platform Rules on the Platform are the annex and inseparable part of this Membership Agreement, that they have read and understood their contents, and that as a Member, they will act in accordance with the Membership Agreement and its annexes and the terms and rules published on the Platform. This Membership Agreement and the annexes that are an inseparable part of the Membership Agreement and the rules and terms on the Platform have entered into force by being concluded in an electronic environment upon the Member giving their electronic approval.