DISTANCE SALES AGREEMENT
Address: İçerenköy Mah., Üsküdar-İçerenköy Yolu Cad. No:10, VIP Center, Kat:2, Ataşehir / İstanbul 34752 TÜRKİYE
Mersis no: 168048753300016
Phone Number: 02164698739
Authorized E mail: info@arkapi.app
(Hereafter, it will be referred to as “BIS”)
Address: …………………………………………
Tax no: …………………………
Authorized e-mail:
(Hereafter, it will be referred to as “customer”)
Date of the Contract: …………………………………..
In this Sales Agreement, hereinafter referred to as the “Agreement,” BIS and the Customer shall be referred to separately as “Party” and collectively as the “Parties.”
DEFINITONS
“Product” refers to the API Buldier System.
2. SUBJECT OF THE AGREEMENT: This Framework Agreement is entered into by and between BIS and the Customer for the purpose of determining the basic terms regarding any products and services to be provided by BIS to the Customer and regulating the general principles concerning the rights and obligations of the Parties. Additional agreements may be concluded between the Parties regarding Services. The Parties acknowledge, declare, and undertake that the Products and Services subject to this Agreement do not fall within the scope of the Turkish Commercial Code Act No.6102 and Turkish Code of Obligations Act No.6098 and Law No. 6502 on the Protection of the Consumer, and the Customer enters into this Agreement to purchase Products, Services, and Services for conducting its commercial activities, and there is no right of withdrawal.
3. SCOPE OF THE AGREEMENT PRODUCTS, SERVICES, AND SERVICES
3.1. BIS provides services to the Customer under the name of Arkapi provides an end to end flawless process for the recruiters starting with smart job posting, recommending the most suitable applicants for the posts, providing the evaluation of the recruitment process with analytics while creating a seamless experince for the job seeker by automatizing the application process, providing assistance for career advancements for the employer, and contuniously informing the employer during the whole process. During the period for which the Customer pays the fee for the services, the Customer will have the right to use the software, programs, or applications.
4. EFFECTIVENESS OF THE AGREEMENT
4.1. The Customer shall review the product, service, and service they wish to purchase on the website www.arkapi.app and complete the purchase by approving this Agreement and other relevant documents. The Customer shall send the wet-signed original or electronically signed copy of this Agreement, signed and stamped by the authorized signatory, to BIS. After the Agreement signed by the Customer’s authorized representative and approved by BIS, the Agreement will come into effect.
5. PAYMENTS AND SUBSCRIPTIONS
6.1. The implementation and/or use of the Products, Services, and Services provided to the Customer under this Agreement and any other agreements to be concluded between the Parties in the future shall be at the initiative and under the control of the Customer. BIS does not provide any warranties whatsoever regarding the Products and Services. The Customer hereby acknowledges, accepts, declares, and undertakes this provision.
7.1. This Agreement shall enter into force upon the completion of the signatures of both parties and shall remain in effect unless mutually terminated by the Parties or terminated pursuant to Article 7.2.
7.2. Either party may unilaterally terminate this Agreement by providing written notice to the other party with a one-month prior notice. In the event of termination of the Agreement before the completion of the membership period regarding the products purchased by the Customer, no refund will be made for the fees paid to BIS, and the Customer’s access to the system will be closed in accordance with Article 5.1.
It is hereby known and accepted by both parties that the TERMINATING PARTY, while terminating the contract under this clause, will not claim any debt or obligation, and no other rights, including but not limited to compensation, penalty, loss of profit, etc., will be demanded under any name whatsoever. Except for the rights and receivables accrued until that date, subject to the provision that the terminated party will not claim any other rights or compensation.
8.1. The Customer undertakes to consider as confidential information all information related to BIS or the Products, whether disclosed or not, including but not limited to software, systems, visual designs within the software, texts, graphics, technical information, analysis, sales, advertising, product development and research activities and plans reflecting figures, the content of the Agreement, the business relationship, the work performed, and any information resulting from these and limited to those obtained through legal means by third parties, as well as the data obtained from the Product and the information resulting from the analysis of such data. The Customer further undertakes not to disclose, share, sell, disclose publicly, or engage in any actions resulting in such behaviors without the written permission of BIS, and to keep all such information confidential. The Agreement itself is also considered confidential information.
8.2. The Customer agrees to the following:
8.2.1. Confidential Information will not be disclosed or provided to any third party without the prior written permission of BIS; however, the Customer may disclose such information to its employees who need to know the information for the purpose of their work, provided that they have agreed to this restriction and are under an obligation of confidentiality at least as strict as the provisions specified in this Agreement.
8.2.2. The Customer will use the Confidential Information only for the purposes specified in the existing agreement.
8.2.3. The Customer will share the passwords provided by BIS only with individuals who need to know them for the performance of their duties and will take necessary precautions to ensure that these individuals do not disclose the passwords to any other person. Otherwise, the entire responsibility will belong to the Customer. In the event of the termination of the employment of these individuals or the need to prevent their access to the information or the system, the Customer shall immediately notify BIS in writing. Otherwise, the entire responsibility will belong to the Customer.
8.3. The following information or data does not fall within the definition of Confidential Information: The following information or data below does not contain the Definition of Confidential Information.
8.3.1. Information or data that is or becomes public, or
8.3.2. Information that needs to be disclosed according to the applicable laws or regulations or an authorized court order or administrative order.
It is the responsibility of the information receiving party to prove the existence of an exception to the definition of confidential information.
8.4. The termination of this Agreement for any reason shall not cause the termination of the obligations set forth in this clause.
8.5. When subcontracting is necessary for the provision of the service under this Agreement, which requires the subcontractor to work for the Party Disclosing Information and consequently transfer the personal data belonging to the Party Disclosing Information to the subcontractor, the Receiving Party shall inform the Party Disclosing Information in advance. The subcontracting agreement to be signed between the Receiving Party and the subcontractor must be signed in a manner that includes, at a minimum, the obligations stipulated in this Agreement between the Parties.
8.6. The Customer shall use the personal data obtained while using the Products subject to this Agreement, only with the written consent of the owner of the respective personal data. The Customer shall act in accordance with the Law on the Protection of Personal Data, secondary legislation, decisions of the Personal Data Protection Authority, and shall respect the fundamental rights and freedoms of the individuals concerned and their right to the protection of personal data. The Customer shall be responsible for any claims and demands that may arise from the Customer’s violation of these commitments, and the Customer shall bear all damages and administrative sanctions and penalties that may be imposed on BIS as a result.
8.7. The Customer acknowledges, declares, and undertakes that BIS has the right to store, use, and process Confidential Information and/or personal data regarding the Customer’s software, program, application, mobile application, interface, and online systems, as well as any written or verbal communications made by the Customer or its staff.
8.8. In the event of termination of this Agreement for any reason, BIS shall destroy the personal data entered into the software, program, application, interface, and online systems covered by this Agreement by the Customer within the periods determined in accordance with the Law on the Protection of Personal Data and relevant legislation. The Customer may request a copy of such data and/or system reports from BIS before the termination of this Agreement. After the termination of this Agreement, BIS shall have no obligation to provide any data and/or reports. As of the termination date, the Customer acknowledges, declares, and undertakes that BIS has the right to store, use, and process Confidential Information and/or anonymized personal data regarding the Customer’s software, program, application, interface, and online systems, as well as any written or verbal communications made by the Customer or its staff.
8.9. The necessary precautions for the security of the information and transactions entered on the website by the Customer have been taken within the system infrastructure at BIS, to the extent of current technical capabilities considering the nature of the information and transaction. However, since the said information is entered from the Customer’s device, the responsibility for taking necessary measures to protect them and prevent unauthorized access, including but not limited to viruses and similar harmful applications, rests with the Customer.
All intellectual, industrial, commercial, financial, and moral rights related to the visual designs, texts, logos, graphics, including those within the software and system, belong to BIS.
BIS does not transfer or grant any intellectual or industrial rights, including any rights arising from the Law on Intellectual and Artistic Works, over any trademark, patent, software, application, utility model, industrial design, idea, or artwork, including the visual designs, texts, logos, and graphics within the software and system, to the Customer. The Customer acknowledges and agrees that all intellectual and commercial property rights of the Product belong to BIS and undertakes not to copy the Product in any way, not to produce a similar product, reverse engineering, either directly or through third parties, not to sell the product or derive any income from it. In case of breach, BIS may directly claim any damages and losses from the Customer and initiate legal and criminal proceedings against the Customer.
BIS reserves the right to make changes to the system, release new versions or expanded formats of the system, add new features or remove existing features.
The Customer declares, acknowledges, and undertakes that all intellectual property rights of any software, program, or application related to the Product belong to BIS, and the Customer shall only have the right to use them.
9.1. In the event of termination of this Agreement for any reason, this clause shall remain in effect indefinitely.
10.1. BIS provides the Product and all related services “as is” and does not make any claims or warranties that the Product and services are error-free, flawless, uninterrupted, perfect, or that they will fully meet the Customer’s specific needs. BIS shall not be liable for any direct or indirect damages, including but not limited to loss of profit, data loss, business interruption, reputation loss, expected savings loss, and all kinds of material, moral, and financial damages, as well as compensation claims that may be made by a third party, arising from the Customer’s (i) use, non-use, or misuse of the Product and services or failure to fulfill the commitments and obligations specified in this agreement, (ii) any hardware, system software/other software, and network-related malfunctions and resulting faults, (iii) communication network, internet connection, connection errors, (iv) any changes, updates, or similar work to be performed on the software and computer programs provided by BIS by the Customer, its employees, or third parties, (v) damages arising from voltage fluctuations, battery and power cuts, virus infections, and similar environmental factors.
10.2. BIS shall not be liable for any direct or indirect, special, incidental, material, moral, or punitive damages arising from the use of hardware, software, and computer programs provided by BIS, and/or any defective production or faulty services of subcontractors or business partners of BIS in relation to the subject matter of this Agreement, including but not limited to loss of profit, reputation, and goodwill, and in this context, BIS shall not be responsible for ensuring that the documents created, their contents, and the processes following the creation of the documents comply with the relevant legislation, and the Customer shall be solely responsible for fulfilling the obligations stipulated in the relevant legislation by the Customer and its employees and for any claims and demands made by its employees and third parties regarding the documents created and the use of hardware, software, and computer programs provided by BIS, and the Customer shall not make any claims or demands against BIS in this regard. Regardless of the cause, BIS’s liability for any damages arising from this Agreement shall be limited to the purchase price of the Product from BIS within the last 12 months.
10.3. The Customer and its employees are solely responsible for the data, documents, and their contents created and the use of the hardware, software, and computer programs provided by BIS. The Customer holds harmless BIS from any claims and demands (including litigation costs and attorney fees) that may be submitted by employees, third parties, and institutions regarding the use of data, documents, contents, services, intellectual property infringements, and the use of the Products.
10.4. The Customer shall protect the hardware used to access the Product from harmful software and shall not share the password or key code provided with the Product with others. BIS shall not be held liable for any adverse effects resulting from failure to comply with the protection methods.
10. GENERAL PROVISIONS:
10.1. BIS reserves the right to work with other customers regarding the services specified under this Agreement. In this respect, this Agreement does not grant any exclusivity to the Customer.
10.2. The Customer may not assign or transfer its obligations under this agreement to any third party, whether natural or legal, or lease them without the prior written consent of BIS. The Customer may not involve any other party in its contractual liabilities and the liabilities specified in the legal provisions relating to this agreement, or assign or transfer its rights and claims to any other party without the consent of the other party.
10.3. If any provision of this Agreement is found to be invalid or unenforceable, it shall not affect any other condition or provision of the existing agreement. The parties shall negotiate in good faith to amend the existing agreement to make the provision valid and enforceable and best represent their original intentions until the aforementioned provision is made valid and enforceable and signed by the parties.
10.4. Force Majeure:
10.4.1. If the Parties are unable to perform their obligations due to force majeure events that they could not have foreseen or prevented (excluding confidentiality obligations and Intellectual Property Rights), they shall not bear any liability towards each other. Some force majeure events accepted within the scope of this Agreement are as follows: war, embargo, fire, flood, earthquake, or other natural disasters or catastrophes.
10.4.2. If there is a delay in the performance of obligations due to force majeure, a new time shall be determined for the fulfillment of the obligations. The Parties shall make every effort to minimize the effects of force majeure. If the force majeure lasts more than 2 (two) months, the parties shall have the right to suspend the contract, and if the force majeure lasts more than 6 (six) months, they shall have the right to terminate the contract.
10.5. BIS performs all services under this agreement as an independent contractor, and no provision herein shall create any association, partnership, joint venture, agency, or employer-employee relationship between the parties or impose any responsibility or duty on either party on behalf of the other, whether express or implied.
10.6. All correspondence within the scope of this Agreement, except for notifications of termination and default, shall be made through the authorized email address specified in this Agreement and notified by the Customer. Notifications of termination and default shall be made by notary. The addresses specified in this agreement are the addresses for service. Even if any party changes its address without notification, any notifications made to the addresses specified in this Agreement shall be deemed valid until notification of the change is made to the other party.
10.7. If any amendment is necessary to this Agreement, it shall be amended in writing, including the signatures of the Parties
10.8. Waiver: The waiver of any provision of this Agreement by either party shall not be valid until expressly stated in writing and signed by the respective party. The failure or delay in exercising any right, benefit, authority, or privilege arising from this Agreement, except as specifically stated in this Agreement, shall not be deemed as a waiver of such right, benefit, authority, or privilege. The partial or full exercise of any right, benefit, authority, or privilege under this Agreement, individually or partially, shall not prevent the complete exercise of any other right, benefit, authority, or privilege or the exercise of any other right or authority.
10.9. Jurisdiction: Turkish Law shall apply to the interpretation of this agreement and any disputes arising from or in connection with this agreement and its attachments. For the resolution of any disputes arising from or in connection with this agreement and its attachments, the Istanbul Anatolian Courts and Execution Offices shall have jurisdiction.
On Behalf of BIS; On Bahalf of the Customer:
Name- Surname: Name – Surname:
Date: Date:
Stamp – Signature: Stamp – Signature:
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