Partner Program Agreement

Summary of key provisions

The following provisions may operate to your detriment; in accordance with Article 21 of the Turkish Code of Obligations, we show them to you separately before acceptance. The details are set out in the article indicated in the table.

Article 1. Parties

1.1. Faprika: İnovabil Teknoloji San. ve Tic. A.Ş. ("Faprika") Address: YTÜ Teknopark Sokak İç Kapı No: 1/Z11, Başakşehir / İstanbul Tax Office / No: İkitelli V.D. / 478 055 84 75 · MERSİS No: 0478055847500014 E-mail: info@faprika.com · Phone: 0850 333 15 23

1.2. Partner: The natural or legal person who completes the registration form on the partners.faprika.com page, reads and approves this Agreement electronically and whose application is accepted by Faprika (the "Partner"). The Partner's name, trade name, tax or identification details, address, contact and bank details are the information provided by the Partner itself in the registration form and in the Partner Panel; this information forms an integral part of the Agreement.

1.3. Faprika and the Partner are each referred to as a "Party" and together as the "Parties". The Partner declares that it approves the Agreement in the course of its commercial or professional activity and does not act as a consumer; that, if a natural person, it is at least 18 years of age; and that, if approving on behalf of a legal person, it is authorized to represent that legal person.

1.4. Notices: In this Agreement, "written" notice also includes notices given by e-mail, KEP (registered electronic mail) and through the Partner Panel. Notices to Faprika are sent to hukuk@inovabil.com.tr, and notices of termination and default are additionally sent to the KEP address inovabil@hs01.kep.tr; notices to the Partner are sent to the e-mail address provided at registration. Unless the Partner updates a change of its e-mail address in the Partner Panel, notices sent to the former address remain valid.

Article 2. Definitions

In this Agreement, the following terms have the meanings set out opposite them:

Article 3. Subject and Scope

3.1. The subject of this Agreement is the Partner's promotion of the Services to its own customers and network, its referral of Prospective Customers to Faprika or its intermediation in the sale of the Services, the determination of the Partner Earnings payable in return, and the regulation of the rights and obligations of the Parties.

3.2. This Agreement does not grant the Partner any exclusivity (exclusive dealership or territorial rights). Faprika may work with other partners in the same territory or sector and may make direct sales.

3.3. The Parties are independent business partners. This Agreement does not create an agency (TTK Art. 102 et seq.), a corporate partnership, a joint venture (ordinary partnership), an employer-employee relationship or a mandate. No specific territory or customer group is allocated to the Partner, and the Partner is not entrusted with the continuous task of bringing business on behalf of Faprika; the Partner may not sign contracts, make commitments or collect payments on behalf of Faprika. Determining the price and terms of the Services and deciding whether or not to enter into a contract with a customer is at Faprika's discretion. Earnings paid under the Partner Terms after the termination of the Agreement are also paid for the purpose of covering any goodwill indemnity claim that may be asserted in respect of the customers the Partner has brought to Faprika; if such a claim is made, these amounts are set off against it.

3.4. The provision of the Services to the Customer is subject to the separate subscription agreement concluded between Faprika and the Customer. The Partner is not a party to that agreement.

Article 4. Partner Models

4.1. The Partner works under the Partner Program and model it selected at registration and which Faprika approved when accepting the application; the program and model are set out in the Partner Terms. A Partner may work under more than one program or model; any change requires Faprika's written approval.

4.2. The Partner may not resell the Services in its own name (white label / reseller) without Faprika's written approval. Any such arrangement is governed by a separate agreement.

Article 5. Application, Approval and Partner Tier

5.1. The Agreement is concluded in three steps: (i) the Partner completes the registration form at partners.faprika.com, (ii) the Partner reads this Agreement on screen and accepts it by ticking the approval checkbox, and (iii) Faprika notifies the Partner by e-mail that the application has been accepted. The Agreement enters into force upon this notification. Faprika may decline an application without stating reasons; in that case the Agreement is deemed not to have been concluded and the Parties have no claims against each other. The Privacy Notice on personal data is displayed separately on the registration screen.

5.2. The Partner accepts that the information it provides in the application and thereafter (trade name, tax details, authorized person, contact details) is accurate and that it will notify any changes within 7 (seven) days.

5.3. Faprika may assign tiers (e.g. Partner, Silver, Gold) based on Partners' performance. The tiers, the conditions for moving between them and the rights granted by each tier are set out in Annex 1.

5.4. The Partner is provided with onboarding training, sales materials, demo access and the Partner Panel. The Partner shall not make any technical or pricing commitment to a Prospective Customer regarding the Services before completing the onboarding training.

Article 6. Notification of Prospective Customers and Customer Ownership

6.1. Notification: The Partner notifies a Prospective Customer via the Partner Panel, the partner link (referral code) or the e-mail address specified by Faprika, stating the prospect's trade name, authorized person, contact details and the Service it is interested in. The notification date is the date recorded by Faprika's system. Registrations of visitors arriving via the partner link can be tracked to the extent the visitor consents to cookies; Faprika is not responsible for registrations that cannot be attributed to the Partner because cookies were rejected or deleted, in which case the Partner may notify the prospect via the Partner Panel.

6.2. Registration and protection period: Faprika approves the notification, or rejects it with reasons, within 3 (three) business days. An approved Prospective Customer is protected on behalf of the Partner for 90 (ninety) days from the date of approval. If a subscription starts within this period, the Customer is deemed the Partner's Acquired Customer. Faprika may agree in writing to extend this period.

6.3. Notifications not accepted: In the following cases the notification is rejected and no Partner Earnings accrue:

1. The prospect has been a Faprika customer, or has had its account closed, within the last 12 (twelve) months,

2. Within the 90 (ninety) days preceding the notification, the prospect has applied to Faprika itself, requested a demo or is in discussions with Faprika's sales team,

3. The same prospect has previously been notified by another partner and the protection period is still running,

4. The Partner itself, its shareholders or partners, its employees, or companies controlled by any of them are put forward as the prospect (unless otherwise stated in Annex 1).

5. The prospect has been induced by the Partner to register with a promise of a cash refund, gift or similar benefit (unless permitted in Annex 1).

6.4. Conflict: If more than one notification is received for the same prospect, the one first recorded in the system prevails. Faprika's records are authoritative; the Partner must submit any objection in writing within 15 (fifteen) days of the registration date.

6.5. Customer relationship: An Acquired Customer is a customer of Faprika. Customer data, the subscription and technical support remain with Faprika. The Customer's right to stop working with the Partner or to choose another partner at its discretion is reserved; in that case, the continuation of the Partner Earnings is determined in accordance with Annex 1.

Article 7. Partner Earnings, Earnings Statements and Payment

7.1. Faprika runs more than one Partner Program. Earnings rates and terms differ by program, partner model, tier and Partner and are determined for each Partner in its own Partner Terms (Annex 1). A rate or term granted to one Partner does not constitute a precedent for other Partners; the Partner may not claim the terms applied to other Partners. The rate of the Partner Earnings, the basis of calculation (initial sale, renewal, additional service), its duration and its variation by tier are set out in the Partner Terms. Partner Earnings are calculated solely on the Net Amount Collected; no earnings accrue on amounts not collected.

7.2. Earnings statement: Within the first 10 (ten) days of each month, Faprika shares the earnings statement for the previous month in the Partner Panel or by e-mail. If the Partner does not object to the statement within 7 (seven) days, the statement becomes final.

7.3. Invoice and payment: The Partner issues an invoice (or a self-employment receipt) in compliance with the applicable legislation for the finalized amount. Within 15 (fifteen) days of receiving the invoice, Faprika makes payment to the bank account registered in the Partner's name, as notified by the Partner in the Partner Panel or in writing. Payment to a Partner who is a natural person and not a taxpayer is made, where permitted by law, against an expense voucher issued by Faprika and after statutory deductions; Faprika may require such Partner to register as a taxpayer. The allocation of taxes, withholding taxes and fees is determined in accordance with the applicable legislation.

7.4. Minimum payment: If the amount finalized for a month is below the minimum amount set out in Annex 1, it is carried over to the following month. Upon termination of the Agreement, any amount carried over is paid with the final earnings statement without any conditions.

7.5. Refunds and cancellations: If a refund is made to the Acquired Customer, or the subscription is cancelled, within the first 90 (ninety) days from the start of the subscription, or if a payment is charged back at any time, the Partner Earnings already paid on the relevant amount are set off against the next earnings statement; if there is no earnings statement, the Partner repays them within 30 (thirty) days.

7.6. Price: Faprika determines the list prices and campaigns of the Services. The Partner may not commit to any off-list price, discount, free period or special terms to the Customer without Faprika's written approval. The Partner may grant the Customer a discount out of its own earnings; such discount is not passed on to Faprika.

7.7. Expenses: The Partner's sales, promotion, travel and personnel expenses are borne by the Partner. The sharing of costs for joint marketing activities is determined separately in writing for each activity.

7.8. Partners abroad: Payments to a Partner established outside Türkiye are made in the currency specified in the Partner Terms or, if none is specified, in Turkish lira; for payments in foreign currency, the Central Bank of the Republic of Türkiye foreign exchange buying rate on the last business day of the earnings month applies, and bank charges are borne by the Partner. Any tax withholding (stopaj) required by law to be made in Türkiye is deducted from the amount payable; Faprika pays the VAT to be declared under the reverse-charge mechanism. To benefit from a double taxation treaty, the Partner provides Faprika with a current certificate of tax residence; if no certificate is provided, withholding is made in accordance with domestic legislation. The Partner is responsible for taxes in its own country.

7.9. Withholding of payment: Where there is suspicion of a fraudulent transaction, a false notification or a breach of this Agreement, Faprika may withhold payment of the relevant Partner Earnings for the duration of the investigation, up to a maximum of 60 (sixty) days, and notifies the Partner thereof with reasons. If the suspicion is not substantiated, the withheld amount is paid with the next earnings statement.

Article 8. Obligations of Faprika

Faprika:

1. provides the Partner with onboarding training, up-to-date product and pricing information, sales materials and demo access,

2. records and protects the Prospective Customers notified by the Partner in accordance with Article 6,

3. provides the Services to the Acquired Customer in accordance with its own subscription agreement and service level commitments,

4. calculates the Partner Earnings transparently and pays them on time in accordance with Article 7,

5. follows the procedure in Article 17.3 if it wishes to amend the Partner Terms; an amendment does not affect Partner Earnings accrued before its effective date.

Article 9. Obligations of the Partner and Use of Trademarks

9.1. The Partner promotes the Services only with the up-to-date information published by Faprika. It may not promise any feature, integration, timeframe or result (e.g. sales growth, ranking guarantee) not included in the Services; otherwise, all liability arising therefrom lies with the Partner.

9.2. In its promotional activities, the Partner complies with Law No. 6502 on Consumer Protection, the Regulation on Commercial Advertising and Unfair Commercial Practices, Law No. 6563 on the Regulation of Electronic Commerce and the rules of the Message Management System (İYS). It does not send commercial electronic messages to persons who have not given consent and does not use purchased data lists. A Partner operating outside Türkiye also complies with the consumer, advertising, unsolicited messaging and data protection rules of the countries in which it operates.

9.3. Advertising restrictions: Without Faprika's written approval, the Partner may not:

1. use "Faprika", "FaprikAI", "Roket" and other Faprika trademarks, or misspelled variants thereof, as keywords in search engine advertising,

2. obtain any domain name, social media account, application or company name containing these trademarks,

3. present itself as Faprika itself, a branch, an official representative or an exclusive dealer of Faprika; it uses only the expression "Faprika Partner".

9.4. Trademark license: For the term of the Agreement, Faprika grants the Partner the right to use the Faprika name, logo and the "Faprika Partner" badge solely for the purpose of promoting the Services and in accordance with the rules in Annex 2. This right is non-exclusive, non-transferable and non-sublicensable, and terminates automatically upon termination of the Agreement. All rights in the trademarks remain with Faprika.

9.5. Intellectual property: All rights in the Platform's software, source code, interface, documentation, content and all versions thereof belong to Faprika. The Partner may not copy the Platform, reverse engineer it, circumvent its restrictions or use it to develop a competing product. Faprika may use the Partner's suggestions regarding the Platform free of charge.

9.6. The Partner's own services: Services such as design, setup, content, marketing and integration provided by a Solution Partner to the Customer are the responsibility of the Partner. The Partner performs these services on the Platform in compliance with Faprika's terms of use and technical rules; it does not perform any action in the Customer panel for which it is not authorized. The Partner accesses the Customer panel only with the user accounts the Customer has assigned to it and to the extent permitted by the Customer; it does not share account credentials, uses security tools such as two-factor authentication and is responsible for the actions of its employees. Faprika logs panel access and may revoke the Partner's access in the event of a security risk or at the Customer's request.

9.7. Support: Technical support for the Platform is provided by Faprika directly to the Customer. The Partner directs platform requests received from the Customer to Faprika's support channels.

9.8. Compliance: The Partner complies with anti-bribery, anti-corruption, anti-money laundering and export control legislation; it does not make payments, give gifts or provide benefits to Faprika employees for the purpose of obtaining business. The Partner declares that it is not on the sanctions lists of the United Nations, the European Union, the United States of America, the United Kingdom or Türkiye and is not owned or controlled by persons on these lists; it does not promote the Services for the benefit of such persons or in sanctioned countries and regions.

Article 10. Confidentiality

10.1. Confidential Information means the content of this Agreement and the earnings terms in Annex 1, partner price lists, roadmaps, unpublished product information, technical information, demo and panel access, customer and prospect information, and any information designated as "confidential" by either Party or which is evidently confidential by its nature.

10.2. Information that is publicly available, already in the possession of the receiving party without an obligation of confidentiality, lawfully obtained from a third party, or required by law to be disclosed to a competent authority is not deemed Confidential Information. In the case of a legal requirement, the other Party is informed in advance where possible.

10.3. The Parties use Confidential Information solely for the purposes of this Agreement, do not share it with anyone other than employees and advisers who need to know it, and exercise at least the same degree of care as they apply to their own confidential information. This obligation continues for a further 3 (three) years after termination of the Agreement; for personal data and trade secrets, it is indefinite.

Article 11. Protection of Personal Data

11.1. The Parties comply with Law No. 6698 on the Protection of Personal Data (KVKK) and secondary legislation. When notifying a Prospective Customer, the Partner represents and undertakes that it has the necessary legal basis (e.g. the prospect's request or explicit consent) to transfer the prospect's personal data to Faprika and that it has informed the person concerned about the transfer.

11.2. Faprika processes the transferred prospect data as data controller in accordance with its own privacy notice. The Partner has no right of access to the Acquired Customer's data on the Platform (customer, order and product data) unless separately authorized by the Customer.

11.3. Where the Customer grants the Partner panel access, the Partner acts as data processor; it processes the data only on the Customer's instructions, does not transfer it to another country without the Customer's written permission and the safeguards required by law, takes the security measures set out in KVKK Art. 12, and notifies the Customer and Faprika of any data breach no later than 24 (twenty-four) hours after becoming aware of it.

11.4. For the performance of this Agreement, the Parties process the contact data of each other's authorized persons and employees and use such data in compliance with their duty to inform.

11.5. A Partner established outside Türkiye complies with the data protection legislation of its own country when transferring Prospective Customer data to Faprika. If the Partner is established in the European Union or the United Kingdom, Module 1 (controller to controller) of the standard contractual clauses adopted by EU Commission Decision 2021/914 and, for the United Kingdom, the addendum thereto are deemed incorporated into this Agreement by reference; the Partner is the data exporter, Faprika is the data importer, and Irish law and courts apply for the purposes of Clauses 17 and 18 of the standard contractual clauses.

Article 12. Non-Solicitation of Customers and Employees

12.1. During the term of the Agreement and for 12 (twelve) months after its termination, the Partner may not induce Acquired Customers that came through the Partner to switch to a competing e-commerce infrastructure by using Confidential Information obtained from Faprika.

12.2. During the term of the Agreement and for 12 (twelve) months after its termination, neither Party may actively attempt to hire the other Party's employees involved in the performance of this Agreement. Unsolicited applications in response to general job advertisements are not covered by this prohibition.

12.3. This Agreement does not prohibit the Partner from working with other software products. If the Partner becomes a partner of a competing infrastructure, it notifies Faprika and does not use Faprika's Confidential Information in that work.

Article 13. Liability and Indemnification

13.1. Faprika provides the Platform in accordance with its own subscription agreement and service level commitments. Faprika gives the Partner no guarantee that the Platform will operate without interruption or error, that the Customer will achieve a particular turnover or that the Partner will obtain a particular level of earnings.

13.2. Neither Party is liable to the other for indirect damages, loss of profit, loss of reputation or loss of data. The total liability of a Party arising from this Agreement is limited to the total Partner Earnings paid by Faprika to the Partner in the 12 (twelve) months preceding the event giving rise to the damage; if this total is lower, the limit is the Turkish lira equivalent of 100 (one hundred) US dollars at the Central Bank of the Republic of Türkiye foreign exchange selling rate on the date of the event giving rise to the damage.

13.3. The limits in Article 13.2 do not apply to wilful misconduct and gross negligence, breaches of confidentiality and personal data obligations, infringements of intellectual property and trademarks, or the indemnification obligation in Article 13.4 (TBK Art. 115).

13.4. The Partner pays, upon first written demand and together with reasonable attorneys' fees, any claim, administrative fine and amount paid as a result of litigation brought against Faprika due to incorrect or unauthorized commitments made by the Partner, its own services, promotion and messaging in breach of the law, or breach of this Agreement.

Article 14. Term and Termination

14.1. The Agreement enters into force on the date on which Faprika notifies that the application has been accepted and continues for an indefinite term until terminated in accordance with Article 14.2 or 14.3.

14.2. Termination by notice: Either Party may terminate the Agreement without paying compensation by giving 30 (thirty) days' prior written notice.

14.3. Termination for cause: If either Party breaches the Agreement and fails to remedy the breach within 15 (fifteen) days of written notice, the other Party may terminate the Agreement with immediate effect. In addition, Faprika has the right to terminate immediately without notice in the following cases:

1. breach of Article 9.3 (advertising restrictions), Article 10 (confidentiality) or Article 11 (personal data),

2. fraudulent transactions aimed at obtaining Partner Earnings, such as fake, self-referred or fictitious customer notifications,

3. the Partner's bankruptcy, application for concordat (composition with creditors) or cessation of business,

4. conduct by the Partner that seriously damages Faprika's reputation.

5. the Partner being placed on a sanctions list or breaching Article 9.8.

14.4. In the case of Article 14.3 (2), Partner Earnings arising from the fraudulent transaction that have not yet been paid are not paid, and those already paid are repaid.

Article 15. Consequences of Termination

15.1. The Partner ceases to use the Faprika trademarks, logo and the expression "Faprika Partner", and returns or destroys sales materials and Confidential Information within 15 (fifteen) days. Partner Panel and demo access are closed.

15.2. Partner Earnings accrued up to the date of termination are paid in accordance with Article 7. Whether Partner Earnings accrue from subscriptions renewed after termination, and for how long, is determined by the Partner Terms; if the Partner Terms contain no provision, no earnings accrue. In the event of termination for cause by Faprika, no post-termination earnings accrue.

15.3. The subscriptions of Acquired Customers continue as established with Faprika; termination of the Agreement does not affect the Services provided to the Customer.

15.4. Articles 9.5, 10, 11, 12, 13, 15 and 16 survive termination of the Agreement.

Article 16. Disputes, Evidence and Governing Law

16.1. This Agreement is governed by Turkish law, excluding its conflict of laws rules. The Parties first endeavour to resolve any dispute amicably through good-faith negotiation. For disputes with a Partner established in Türkiye, the mandatory mediation requirement under Law No. 6325 is reserved, and the Istanbul (Çağlayan) Courts and Enforcement Offices have jurisdiction. Disputes with a Partner established outside Türkiye are resolved by a sole arbitrator under the Arbitration Rules of the Istanbul Arbitration Centre (ISTAC); the seat of arbitration is Istanbul, the language is English and the arbitral award is final.

16.2. In disputes, Faprika's system records (including the record of approval of the Agreement), Partner Panel records, e-mail and KEP correspondence constitute evidence pursuant to HMK Art. 193; the right to present counter-evidence is reserved.

Article 17. Miscellaneous

17.1. Assignment: The Partner may not assign its rights and obligations under this Agreement without Faprika's written approval. Faprika may assign the Agreement to its successor by notice in the event of a merger, demerger or transfer of business.

17.2. Force majeure: The relevant obligation is suspended for as long as events beyond the Parties' control continue, such as natural disasters, epidemics, war, widespread cyberattacks, infrastructure provider outages and decisions of public authorities. If such an event lasts longer than 60 (sixty) days, either Party may terminate the Agreement without compensation.

17.3. Amendment: Faprika notifies the Partner of a new version of the Agreement or of the Partner Terms by e-mail and in the Partner Panel at least 30 (thirty) days before its effective date. The new version becomes effective upon the Partner's separate approval of it in the Partner Panel. If the Partner does not approve, the previous version continues to apply; in that case, either Party may terminate the Agreement in accordance with Article 14.2. An amendment does not affect Partner Earnings accrued before its effective date. Corrections required by changes in legislation take effect upon notice.

17.4. Severability: The invalidity of any provision does not affect the remaining provisions; the Parties replace the invalid provision with a valid provision that comes closest to its purpose.

17.5. Entire agreement and electronic approval: The Agreement and its annexes constitute the entire agreement between the Parties and supersede all prior oral or written agreements on the subject. The Agreement is accepted electronically by ticking the approval checkbox on the registration screen; no wet-ink or electronic signature is additionally required. Faprika retains the approval record (date and time of approval, version of the Agreement, IP address, the e-mail provided at registration) and sends a copy of the approved version to the Partner's e-mail address; the Partner can also access this version at any time via the Partner Panel.

17.6. This Agreement consists of 17 (seventeen) articles and 2 (two) annexes. By ticking the approval checkbox on the registration screen, the Partner declares that it has read, understood and accepted the entire Agreement.

Annex 1. Partner Terms

The Partner Terms are displayed in the Partner Panel after the application is accepted and become an annex to this Agreement upon the Partner's approval there; they constitute Confidential Information. Faprika runs more than one Partner Program and determines terms differently by program, partner model, tier and Partner; the earnings rate of each agency or Partner is set out in its own Partner Terms. Prospective Customers notified before the Partner Terms are approved are also recorded and assessed under the Partner Terms once approved. The Partner Terms govern the items below; where an item is not governed, the right-hand column applies.

Annex 2. Trademark Usage Rules

1. The logo is used from the files provided by Faprika; its colours, proportions and typeface are not altered, and it is not combined with any other logo.

2. The Partner presents itself as a "Faprika Partner"; expressions such as "Faprika Official Dealer", "Faprika Türkiye" or "Faprika Support" are not used.

3. References to Faprika on the Partner's website use the current plan names and the current information on the Faprika website; outdated prices or campaigns are not published.

4. Press releases, case studies and the use of customer logos to be published under the Faprika name are submitted in advance for Faprika's written approval.

5. In social media, advertising and e-mail activities, the Faprika brand is not used in a way that overshadows the Partner's own name.

6. When Faprika requests the removal of any use that breaches these rules, the Partner removes it within 3 (three) business days.