Subscription and Services 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. This Subscription and Services Agreement (the "Agreement") is concluded between İnovabil Teknoloji Sanayi ve Ticaret A.Ş. ("Faprika" or "we"), located at İOSB Mah. YTÜ Teknopark Sokak İç Kapı No: 1/Z11, Başakşehir/İstanbul, registered with the İkitelli Tax Office under tax number 478 055 84 75, MERSİS number 0478055847500014, on the one hand, and the natural or legal person who creates a Faprika account and approves this Agreement by electronic means (the "Customer" or "you"), on the other hand. Faprika is the name of the e-commerce software developed by İnovabil.

1.2. A person who creates the account on behalf of a company or other business represents that they are authorised to represent and bind that business. A person who lacks such authority is personally liable for the obligations arising from the Agreement.

1.3. Business representation. The Customer represents that it uses the Services within the scope of its commercial or professional activity and does not act in the capacity of a consumer. Therefore, Law No. 6502 on the Protection of Consumers and the Distance Contracts Regulation do not apply to this Agreement and there is no right of withdrawal. The mandatory provisions of the country in which the Customer is located that cannot be excluded by contract are reserved.

1.4. The Customer, or the person accepting on its behalf, must be at least 18 years of age and have the legal capacity to act.

Article 2 – Definitions

• Services: All of the e-commerce software, hosting, administration panel, integrations, add-ons, mobile application, artificial intelligence features and support services provided by Faprika over the cloud.
• Platform: The software, infrastructure, interfaces and APIs through which the Services are provided.
• Store: The e-commerce site and sales channels operated by the Customer on the Platform.
• Panel: The administration interface through which the Customer manages the Store.
• Plan: A subscription plan with a defined scope and capacity, as described on the website or in a quote.
• Subscription Period: The period of use selected and paid for by the Customer (monthly, annual, two-year or the period stated in the quote).
• Add-on: A module or integration activated in addition to the Plan.
• Third-Party Services: Services of persons other than Faprika, such as marketplaces, payment institutions and banks, carriers, ERP and accounting software, e-Invoice integrators, SMS and e-mail providers, advertising platforms and app stores.
• Customer Content: Products, images, text, prices, code, data and all other content of any kind uploaded, entered or transferred to the Platform by the Customer or those acting on its behalf.
• End User: Persons who visit the Store, register with it or make purchases from it.
• Sub-user: An employee, agency, business partner or developer to whom the Customer has granted access to the Panel.
• Professional Services: Separately quoted services such as setup, design, data migration, custom software development and advertising management.
• Quote: An order form for Faprika Private or Professional Services that the parties have separately accepted in writing or electronically.
• Free Plan: The plan that Faprika provides without charging a subscription fee, the scope and limits of which are shown on the website and in the Panel.
• Faprika Payment Account: The service that enables the Customer to receive End User payments as a sub-merchant through a licensed payment institution that is a business partner of Faprika.

Article 3 – Scope and contract documents

3.1. Faprika provides the Services within the scope of the selected Plan in accordance with this Agreement. The content and capacities of the Plans are set out on the plan pages of the website or in the Quote.

3.2. The contract documents and their order of precedence are as follows: (a) the Quote, (b) this Agreement, (c) Annex 2 Personal Data Processing Annex, (d) Annex 1 Acceptable Use Policy, (e) the plan, add-on and campaign terms on the website. In the event of a conflict, the document that comes first in this order applies; with respect to the processing of personal data, Annex 2 takes precedence.

3.3. The Services are a right of use, not a sale of software. Faprika does not deliver the source code, installation files or a copy of the software.

3.4. The Free Plan, free trial and demo accounts are provided as is, without any warranty; the service level in Article 14 does not apply to them. Faprika may change the scope and limits of the Free Plan by giving notice in the Panel and to the registered e-mail address, or may terminate the Free Plan with 30 days' prior notice; it may terminate trial and demo accounts at any time. Free Plan accounts with no Panel login, order, payment or integration activity for 12 months are deemed inactive. An inactive account is closed after notices sent to the registered e-mail address at least 30 days and 7 days in advance; after closure, the export period in Article 24.5 applies and the data is deleted at the end of that period. The same notice and export period also apply to accounts that do not switch to a paid plan or to the Free Plan at the end of the trial period.

3.5. The scope, duration and fee of Professional Services are determined in the Quote; this Agreement applies to matters not stated in the Quote.

Article 4 – Conclusion of the Agreement by electronic means

4.1. The Agreement is concluded the moment the Customer ticks the checkbox on the sign-up screen indicating that it accepts the Agreement and completes registration. Since no form requirement is prescribed by law for the Agreement, electronic approval is valid.

4.2. At the time of approval, Faprika records the version of the Agreement, the date and time, the IP address, and account and device information. A copy of the Agreement is sent to the Customer's e-mail address and is accessible from the Panel at all times.

4.3. Faprika may reject a registration application due to legal requirements, suspected fraud, listing on a sanctions list or a previous breach of contract.

4.4. The original of the Agreement is in Turkish. Texts in other languages are provided for information purposes; in the event of a conflict, the Turkish text prevails.

4.5. Existing customers. For customers who have a wet-signed agreement with Faprika, that agreement continues to apply for its own term. This Agreement enters into force upon renewal of that agreement or upon the Customer's approval of this Agreement in the Panel, and replaces the previous agreement.

Article 5 – Account and security

5.1. The Customer provides accurate, complete and up-to-date information at registration and thereafter. Since notices are sent to the registered e-mail address and telephone number, keeping them up to date is the Customer's obligation.

5.2. For identity and business verification, Faprika may request a tax certificate, signature circular, trade registry record, identity document or their equivalents in the Customer's country. If the documents are not provided, the Services may be suspended.

5.3. The Customer is responsible for the confidentiality of its password and access credentials and for all transactions carried out through its account. Transactions by Sub-users are deemed transactions of the Customer. The Customer uses security tools such as two-step verification and notifies Faprika immediately upon becoming aware of any unauthorised access.

5.4. Account owner. Tax information is requested in the Panel after registration. The account belongs to the business named in the tax information entered. Until the tax information is entered, the person who opened the account accepts that they are acting for the business on whose behalf they opened the account and is liable under Article 1.2. Faprika may restrict the publication of the Store, the switch to a paid Plan or the opening of a Faprika Payment Account until the tax information is entered. The fact that the account is opened by an employee or an agency does not change this rule. In the event of a dispute over ownership, Faprika relies on the tax registration and payment documents; it may freeze the account until a decision is made.

5.5. Faprika does not provide account information to, or carry out transactions for, a person whose identity it cannot verify.

Article 6 – Right of use and its limits

6.1. Faprika grants the Customer the right to use the Services solely for its own business during the Subscription Period and for as long as the fees are paid. This right is non-exclusive, non-transferable and may not be sublicensed to others.

6.2. The Customer may not:

1. Reverse engineer the Platform, attempt to obtain its source code or copy it (except where expressly permitted by law).
2. Resell, rent or provide the Services to third parties (except Faprika's authorised partners).
3. Use the Services to develop a competing product or to publish benchmarks.
4. Perform security or load testing, run automated scanning tools or exceed API limits without Faprika's written permission.
5. Use Faprika's name, trademark or logo in a way that gives the impression of an official affiliation with Faprika.

6.3. Capacity and fair use. The limits of each Plan, such as products, traffic, storage, API calls, e-mail and SMS, are set out on the plan page or in the Quote. For items shown as "unlimited" on the plan page, no limit applies in ordinary e-commerce use and there is no hidden quota. When a limit is approached, Faprika warns the Customer; if a limit is exceeded, it offers an upgrade to a higher plan or additional capacity. In the event of use that affects the infrastructure or other customers, Faprika may apply a temporary restriction and notifies the Customer of the reason.

6.4. Custom code and themes. The Customer is responsible for the code, scripts and theme changes added to the Store by the Customer or by persons it engages to write them. Faprika is not liable for the incompatibility of such code with Platform updates and may remove code that poses a security risk.

6.5. Partners and agencies. A partner, agency or developer authorised by the Customer is not a representative of Faprika; Faprika is not liable for their work or commitments.

6.6. Faprika mark. The footer of the Store pages contains the statement "Built with Faprika e-commerce infrastructure" and a link to faprika.com. The Customer may not remove, hide or alter this mark. On the Enterprise Plan, the mark is removed without additional charge if so stated in the Quote.

Article 7 – Obligations of the Customer

7.1. The products and services sold in the Store, prices, campaigns, descriptions and all Customer Content are the responsibility of the Customer. Faprika is not a party to the sales made in the Store and has no contractual relationship with End Users.

7.2. The Customer is obliged to comply with all legislation relating to its activity. Examples for Turkey: Law No. 6563 on the Regulation of Electronic Commerce and ETBİS (Electronic Commerce Information System) registration; consumer legislation, the preliminary information form and the distance sales contract; Law No. 6698 on the Protection of Personal Data (KVKK), the privacy notice, explicit consent and VERBİS (Data Controllers Registry Information System); cookie consents; registration with the Message Management System and commercial message consents; tax and e-Invoice obligations; product safety, labelling, warranty and import permits. If sales are made abroad, compliance with the corresponding rules of the country of sale (such as the GDPR and consumer and product safety rules in the EU) is also the Customer's responsibility.

7.3. The contract templates, cookie banner and similar tools provided by Faprika are for convenience and do not constitute legal advice. It is the Customer's responsibility to verify their suitability for the Customer's activity.

7.4. All relations with End Users, including orders, delivery, returns, warranty, complaints and card disputes, are the responsibility of the Customer.

7.5. Faprika backs up data regularly; in addition, the Customer regularly exports its critical data, such as product, order and customer lists, using the tools in the Panel.

Article 8 – Prohibited use and content notices

8.1. The Customer complies with the Annex 1 Acceptable Use Policy. In the event of a breach, Faprika may remove the content, suspend the Services or terminate the Agreement; in that case, no fees are refunded.

8.2. Faprika is not obliged to review Customer Content in advance. In its capacity as a hosting provider under Law No. 5651, Faprika may block access to content that is reported to be unlawful or that is the subject of a decision by the competent authorities.

8.3. Notices of intellectual property infringement or unlawful content are sent to hukuk@inovabil.com.tr.

Article 9 – Third-party services, integrations and payments

9.1. To use Third-Party Services, the Customer enters into its own agreement with those providers and complies with their terms. Faprika only provides the technical connection to these services.

9.2. Faprika is not liable for third parties' service outages, API changes, prices and commissions, account closure and blocking decisions, or the penalties they impose. If a provider changes or discontinues its API, Faprika may change or discontinue the integration and informs the Customer in advance or, where this is not possible, without delay. This does not constitute grounds for termination or a refund; only where a separate fee has been paid for that integration, the amount for the unused period is credited to the Customer.

9.3. Payments. Faprika is not a payment institution, electronic money institution or bank and does not provide payment services within the scope of Law No. 6493. The Customer may receive End User payments in two ways: (a) through a payment institution or bank with which it has its own agreement; in this case, payments go directly to that institution, Faprika does not hold these funds, and card disputes, fraud and blocks are matters between the Customer and that institution; (b) through the Faprika Payment Account; in this case, Article 9.8 applies.

9.4. Marketplace and stock synchronisation. Stock, price and order transfers depend on third-party APIs; they may be delayed or erroneous. The Customer checks the transfers regularly. Faprika corrects transfer errors identified in its own software within a reasonable time. Article 9.2 and Article 21 apply to the consequences of transfer delays and errors, such as loss of sales, overselling, order cancellations and marketplace penalties. Faprika logs failed transfers and displays critical transfer errors in the Panel.

9.5. Domain name. A domain name obtained through Faprika is registered in the Customer's name and belongs to the Customer. When the Agreement ends, the transfer code is given to the Customer, provided there is no outstanding debt.

9.6. Mobile application. The Store's mobile application is published from Faprika's App Store and Google Play developer accounts. Faprika is not liable for the app stores' decisions to reject or remove the application or to change their rules. When the Agreement ends, the application is removed from publication; the application and the developer account are not transferred to the Customer.

9.7. Add-ons developed by third parties are also subject to their own terms of use.

9.8. Faprika Payment Account.

1. The Faprika Payment Account is provided by a payment institution that is a business partner of Faprika and is licensed under Law No. 6493 (the "Payment Institution"). The trade name of the Payment Institution is shown on the application screen and in the Panel. To open this account, the Customer separately accepts the Payment Institution's sub-merchant agreement and terms, and satisfies identity verification, merchant assessment and document requests. Acceptance of the application and maintenance of the account are at the Payment Institution's discretion.
2. If the use of the Faprika Payment Account is mandatory for receiving payments on a Plan, this condition and the applicable commission are shown on the plan page.
3. End User payments are collected by the Payment Institution and, after deduction of commissions, fees and charges, are transferred to the Customer's registered bank account according to the payout schedule. Before the account is activated, the commission rate, payout term, block, refund and chargeback terms are shown to the Customer and its separate approval is obtained. These terms may change in accordance with the Payment Institution's terms; changes are notified in the Panel before they take effect.
4. The funds are held by the Payment Institution, not by Faprika. Faprika provides the technical connection between the Customer and the Payment Institution and may receive a share from this service in accordance with its agreement with the Payment Institution.
5. Due to chargebacks, refunds, suspected fraud, legislation or card scheme rules, the Payment Institution may withhold payouts, place a block, request collateral or set off amounts against subsequent payouts. Chargeback and refund amounts and the related penalties and costs are borne by the Customer.
6. A negative balance arising from refunds and chargebacks is first deducted from subsequent payouts; if these are insufficient, the Customer pays the remaining amount within 7 days of notification.
7. The account may not be used for products and transactions prohibited by the Payment Institution or the card schemes; Annex 1 also applies.
8. The Faprika Payment Account is managed independently of the subscription. The suspension of the Services does not in itself mean the closure of the payment account. The payment account may be closed when the Agreement ends or by decision of the Payment Institution; pending payouts are paid in accordance with the Payment Institution's terms after the block and refund periods have expired.
9. Faprika is not liable for the transactions, decisions and deductions of the Payment Institution. Article 21 applies to errors arising from Faprika's own integration.

Article 10 – Fees and payment

10.1. Fees are shown on the website, in the Panel or in the Quote according to the selected Plan, Add-ons and services. Prices may differ by country, region and currency; the price applicable to the Customer is the price shown at the time it places its order.

10.2. For paid Plans, subscription fees are paid in advance at the beginning of each Subscription Period. Payment is made by credit card, bank transfer or other methods accepted by Faprika. No subscription fee is charged for the Free Plan; paid Add-ons used on the Free Plan and the items in Article 10.5 are charged separately.

10.3. The Customer consents to charges being made to its registered payment instrument upon automatic renewal. Card details are stored not by Faprika but by a licensed payment institution.

10.4. Campaigns. Faprika may from time to time offer time-limited campaigns that include discounts, additional usage time or similar benefits. The scope, duration and conditions of a campaign are shown when the campaign is offered. Faprika may change or end campaigns at any time; this does not remove the benefit already obtained for that period by a Customer who has previously taken advantage of the campaign. A campaign provides only the benefit stated in its own conditions; a Customer who takes advantage of a campaign is also subject to all provisions of this Agreement, and in the event of a conflict the order in Article 3.2 applies. Additional time granted through a campaign is added to the end of the period paid in advance. If the Agreement ends early, the campaign benefit is not included in any refund or credit calculation.

10.5. Usage-based fees. SMS, e-Invoice credits, additional capacity and similar items are charged separately as they are used or as bundles. Advertising budgets are paid directly to the advertising platform from the Customer's own advertising account and are not part of Faprika's fees.

10.6. Invoices are issued electronically and sent to the registered e-mail address or made available in the Panel.

Article 11 – Term, automatic renewal and price changes

11.1. The Subscription Period is the period selected by the Customer. Unless the Customer turns off renewal, it is automatically renewed at the end of the period for the same duration and at the price applicable on that date.

11.2. The automatic renewal terms are shown on the purchase screen. The Customer may turn off automatic renewal at any time until the end of the period from the Panel or by e-mail; turning off renewal does not delete the account or the data, the service continues until the end of the period for which the fee has been paid, and Article 24.5 then applies. For annual and longer periods, Faprika sends a reminder to the registered e-mail address at least 30 days before renewal. For monthly periods, no separate reminder is sent; the invoice for each renewal is sent to the registered e-mail address. If the renewal charge fails, Faprika informs the Customer and retries the charge within the period set out in Article 12.2; during this period the Customer may update its payment method from the Panel.

11.3. The price of the current period does not change. A new price is notified at least 30 days in advance and applies from the first renewal after that period has expired; the notice shows the current price, the new price and the renewal date. For campaign prices, the price to apply after the campaign ends is shown at the time of purchase. A Customer who does not accept the new price turns off renewal.

11.4. A plan upgrade takes effect immediately; the difference in fees is calculated pro rata for the remaining period. A plan downgrade takes effect at the next renewal. Before the downgrade, the features that cannot be used on the new plan and the limits that will be exceeded are shown to the Customer. Data exceeding these limits is not deleted immediately because of the downgrade but becomes unavailable for use; the Customer can use it again by switching to a higher plan or purchasing additional capacity.

Article 12 – Late payment

12.1. For any amount not paid when due, the Customer is in default without the need for a separate notice. Statutory commercial default interest accrues on the overdue amount from the due date; collection costs are borne by the Customer.

12.2. If payment is not made within 7 days of the due date, Faprika may, by notice sent by e-mail, first restrict the operations in the Panel; the Store remains online. If payment is still not made within 7 days after the restriction, Faprika may, again by notice sent by e-mail, fully suspend the Services, including the Store. In cases of security, fraud and unlawfulness, Article 15 applies. Once payment is made, the Services are reopened within one business day at the latest.

12.3. If payment is not made within 30 days of the full suspension of the Services, Faprika may terminate the Agreement for just cause; Article 24.5 applies.

12.4. In the event of a card dispute (chargeback) by the Customer that is not based on a justified reason, the disputed amount and the costs incurred are claimed from the Customer and the account may be suspended.

Article 13 – Refunds and taxes

13.1. Fees paid in advance are not refunded if the Customer terminates the Agreement before the end of its term or does not use the Services; no partial refund or credit is given for the unused period.

13.2. The amount corresponding to the unused period is refunded in the following cases:

1. If the Customer terminates the Agreement under Article 25 due to a material change to its detriment.
2. If Faprika terminates the Agreement in the middle of a period without just cause.
3. If the Customer terminates the Agreement under the last paragraph of Article 24.4 due to a material breach by Faprika.
4. If a duplicate or erroneous charge has been made (the entire erroneous amount).
5. If legislation makes a refund mandatory.

13.3. Whether taxes are included in the prices is shown on the order screen or in the Quote. The Customer pays the taxes, duties and deductions applicable under the legislation. If withholding tax must be deducted from the payment in the Customer's country, the Customer increases the payment so that Faprika receives the full invoice amount after the deduction, and sends the withholding certificate to Faprika.

13.4. For payments in foreign currency, bank and transfer charges are borne by the Customer.

Article 14 – Service level, maintenance and support

14.1. Faprika uses commercially reasonable efforts to keep the Services accessible without interruption; it does not undertake that they will operate without interruption or error. A specific availability rate and compensation apply only if separately stated in the Quote.

14.2. Planned maintenance is carried out, as far as possible, during low-traffic hours and with prior announcement. Urgent security interventions may be carried out without notice.

14.3. Faprika may develop the Platform, change features and remove obsolete features. Changes that materially reduce the core functionality of the Plan are subject to Article 25.

14.4. Support channels and working hours are set out on the website; response times are targets, not commitments. Support does not cover the Customer's custom code, the management of Third-Party Services accounts or legal, tax or accounting advice.

14.5. Restoring from backup data deleted through the Customer's own fault may be charged separately.

Article 15 – Suspension

15.1. Faprika may suspend the Services in whole or in part, with prior notice where possible and without notice where necessary:

1. In the event of late payment (Article 12).
2. In the event of a breach of Annex 1 or unlawful content.
3. In the event of security threats such as attacks, malware or account takeover.
4. Upon a decision or request of a court or official authority.
5. In the event of suspected fraud or listing on a sanctions list.
6. In the event of excessive use that affects the infrastructure or other customers.
7. If the requested verification documents are not provided.

15.2. The suspension is lifted once its cause has been removed. No fee reduction or extension of the term is granted for the period of suspension; a suspension imposed by Faprika without just cause is excluded from this.

Article 16 – Intellectual property

16.1. The Platform, software and source code, themes, templates, designs, documentation, the Faprika and İnovabil trademarks and all developments thereof belong to Faprika. No rights are transferred to the Customer other than the right of use in Article 6. Software developed specifically for the Customer also belongs to Faprika unless otherwise stated in the Quote, and the Customer is granted a right of use for the term of the Agreement.

16.2. Customer Content belongs to the Customer. The Customer grants Faprika a worldwide, royalty-free right to use this content during the term of the Agreement and the backup retention period, solely for the purpose of providing the Services (hosting, backup, display, format conversion, transfer to integrations). Faprika may transfer this right only to its own service providers for the same purpose.

16.3. The Customer represents that it holds all necessary rights to the Customer Content and that this content does not infringe the rights of third parties.

16.4. Use as a reference. Faprika may use the Customer's trade name, trademark, logo and Store address in reference lists, on the website and in promotional materials. The Customer may stop this use at any time by giving notice by e-mail.

16.5. Faprika may use the Customer's suggestions and feedback about the Services without any obligation or payment.

16.6. Faprika may use aggregated and anonymous statistics derived from the use of the Services, which do not identify the Customer or any person, to improve the service and for benchmarking and reporting.

Article 17 – Artificial intelligence features

17.1. FaprikAI and similar features generate outputs such as text, images, advertising suggestions and reply suggestions. Outputs may be inaccurate, incomplete or similar to other outputs. The Customer reviews outputs before publishing them and is responsible for the outputs it publishes.

17.2. Rights in the outputs belong to the Customer to the extent that Faprika holds them. Similar outputs may also be generated for other customers; no exclusivity is undertaken with respect to any output.

17.3. Artificial intelligence features may operate through third-party model providers, and the necessary data may be transferred for this purpose to the sub-processors listed in Annex 2. Faprika does not share the Customer's personal data with these providers for the training of their general models.

17.4. In advertising management services, the advertising account and budget belong to the Customer. Faprika is not liable for advertising platforms' decisions to reject ads or to restrict or close accounts; no advertising performance, sales or revenue result is guaranteed.

17.5. Artificial intelligence features may not be used to generate misleading advertising, fake reviews or content that infringes the rights of others.

Article 18 – Confidentiality

18.1. Each party uses the other party's confidential information (quotes, prices, technical information, business plans, customer lists, security information) solely for the purposes of the Agreement and does not disclose it to third parties. Such information may be shared only with employees, advisers and service providers who need to know it and are bound by confidentiality obligations.

18.2. Information that is publicly available, previously known, independently developed or lawfully obtained from third parties is not deemed confidential. Disclosures required by legislation, a court or an official authority may be made, with prior notice to the other party where possible.

18.3. The confidentiality obligation continues during the term of the Agreement and for 3 years after its termination, and indefinitely for information constituting a trade secret.

Article 19 – Personal data

19.1. With respect to End User data processed through the Store, the Customer is the data controller and Faprika is the data processor. Annex 2 applies to the processing of this data.

19.2. With respect to the account, contact and billing data of the Customer's authorised representatives, Faprika is the data controller; this data is processed in accordance with Faprika's Privacy Policy and privacy notice.

19.3. The Customer is obliged to inform End Users, obtain the necessary consents and fulfil all of its obligations as data controller. Faprika may decline to follow an instruction that it considers unlawful and notifies the Customer accordingly.

Article 20 – Limitations of warranty

20.1. The Services are provided as is and as available. To the fullest extent permitted by legislation, Faprika gives no warranty that the Services will meet the Customer's specific needs or will be uninterrupted, error-free or completely secure.

20.2. Faprika does not guarantee any particular sales, traffic, search engine ranking, advertising or revenue result. Sample figures, illustrations and estimates on the website, in the blog, in demos and in sales meetings are not commitments.

20.3. The Customer acknowledges that it has assessed the suitability of the Services for its needs through demos and presentation meetings.

Article 21 – Limitation of liability

21.1. Slight negligence. Faprika is not liable for damages arising from its slight negligence. Software errors, transfer and synchronisation delays or errors, planned or unplanned outages and similar ordinary disruptions fall within this scope.

21.2. Excluded damages. Faprika is not liable for the following damages, regardless of whether the claim is based on contract, tort or any other legal ground:

• Loss of profit, revenue, sales, orders and customers.
• Business interruption and loss of reputation, goodwill and business opportunities.
• Penalties, deductions, sanctions, contractual penalties and administrative fines imposed on the Customer by marketplaces, payment institutions and other third parties.
• The commercial consequences, including overselling and order cancellations, of delays or errors in the transfer of stock, price, order and product information.
• Failures, outages, restrictions and decisions of Third-Party Services.
• Erroneous transactions, settings, code and content of the Customer, Sub-users, partners and agencies.
• The Customer's products, sales and End User complaints.
• Failure to achieve expected savings or gains, and the cost of substitute services.
• Indirect damages and consequential damages.

21.3. Data loss. In the event of loss or corruption of data, Faprika's obligation is to restore the data from the most recent sound backup to the extent technically possible. Restoration does not mean that changes made after the date of the backup will be recreated. The Customer separately exports its critical data in accordance with Article 7.5.

21.4. Cap. In every case in which Faprika is held liable on any ground, its total liability may not exceed the amount of the subscription, Add-on and service fees actually paid by the Customer to Faprika for the Service giving rise to the damage that is attributable to the 12-month period preceding the event causing the damage; for advance payments covering more than one year, the share attributable to that period is taken as the basis; taxes, usage-based fees (Article 10.5) and amounts passed on to third parties are not included in this total. For use of the Free Plan, free trials and demos, this cap is the Turkish lira equivalent of 100 US dollars at the foreign exchange selling rate of the Central Bank of the Republic of Turkey on the date of the event causing the damage. This cap also applies if Article 21.1 or 21.2 does not apply for any reason.

21.5. Statutory exceptions. The limitations in this article do not apply to Faprika's wilful misconduct or gross negligence, to damage to the life and health of persons, or to other cases in which legislation does not permit limitation. Obligations arising from the law on the protection of personal data are reserved; claims arising from these obligations that can be limited by contract are subject to this article.

21.6. The Customer notifies Faprika in writing within 30 days of becoming aware of the damage and takes reasonable measures to prevent the damage from increasing.

21.7. If a different limitation of liability or service level is stated in the Quote, that applies.

21.8. The parties acknowledge that the fees have been determined taking into account the allocation of risk established by this article.

Article 22 – Indemnification

22.1. The Customer pays, upon first demand, all claims, lawsuits, compensation and administrative fines brought against Faprika, İnovabil, its affiliates, directors and employees for the following reasons, together with reasonable attorneys' fees, and holds Faprika harmless from such claims:

1. Customer Content and the products and services sold.
2. Relations with End Users and buyer complaints.
3. The Customer's breach of consumer, tax, personal data, commercial message, e-commerce or product safety legislation.
4. A breach of Annex 1 or this Agreement.
5. Infringement of the intellectual property or personality rights of third parties.
6. The actions of Sub-users, partners and agencies.

22.2. Faprika notifies the Customer of the claim within a reasonable time and cooperates in the defence. The Customer may not enter into a settlement that has adverse consequences for Faprika without Faprika's written consent.

Article 23 – Force majeure

23.1. Natural disasters, epidemics, war, terrorism, strikes, fire, floods, power outages, internet infrastructure and backbone outages, data centre and cloud provider failures, cyber attacks occurring despite reasonable security measures, decisions of official authorities and access blocks, and outages of payment, marketplace and shipping providers constitute force majeure. Faprika is not liable for its obligations affected by force majeure for the duration thereof.

23.2. Force majeure does not release the Customer from its payment obligations that have fallen due.

23.3. If force majeure lasts longer than 60 days, either party may terminate the Agreement by notice; in this case, the fee for the unused period is refunded.

Article 24 – Term, termination and handover of data

24.1. The Agreement enters into force at the moment it is concluded and remains in force for the Subscription Period and, if renewed, together with the renewed periods.

24.2. Termination by the Customer. The Customer may end the Agreement at the end of the period by turning off automatic renewal. If it requests closure of the account during the period, the account is closed, but no refund is made pursuant to Article 13.1.

24.3. Termination by Faprika at the end of a period. Faprika has the right, by giving at least 30 days' notice, not to renew the Agreement at the end of the first period ending after that notice period has expired.

24.4. Immediate termination for just cause. Faprika may terminate the Agreement immediately by notice in the following cases:

1. Payment default as set out in Article 12.3.
2. A serious or repeated breach of Annex 1.
3. Unlawful activity or fraud.
4. The Customer's bankruptcy or entry into liquidation.
5. The Customer being placed on a sanctions list.
6. The provision of false information at registration or thereafter.
7. Activity that exposes Faprika to the risk of an administrative or criminal investigation or sanction.

In the case of remediable breaches (for example, missing documents or a correctable content breach), Faprika grants a 7-day cure period by written notice before terminating. The right to intervene immediately in cases of fraud, serious security threats and unlawful activity is reserved.

The Customer may likewise terminate the Agreement if Faprika materially breaches the Agreement and fails to remedy the breach within 30 days of notification.

24.5. Consequences of termination.

1. The right of use ends and the Store is taken offline. During the export period, the Panel remains open with limited access that allows only viewing and exporting data.
2. All debts that have fallen due are paid immediately.
3. For 30 days from the date of termination, the Customer may export its data, such as products and variants, stock, customers, orders, invoice references and redirect records, in standard formats (CSV, XML or Excel) using the tools in the Panel. Faprika sends a reminder to the registered e-mail address at least 7 days before the period expires. A Customer with an outstanding debt may have its Panel access restricted; however, its statutory requests regarding the delivery of personal data are fulfilled.
4. At the end of this period, Faprika deletes or anonymises the data. Copies in backups are deleted within 90 days at the latest. Records that must be retained under legislation (invoices, transaction and access logs) are retained for the statutory period.
5. The domain name is handled in accordance with Article 9.5 and the mobile application in accordance with Article 9.6.
6. Data migration requests beyond the standard export may be fulfilled as paid Professional Services.

24.6. Articles 13, 16, 18, 20, 21, 22, 24.5, 27 and 30 survive the termination of the Agreement.

Article 25 – Amendments to the Agreement

25.1. Faprika may update the Agreement for reasons such as changes in legislation, changes in the Services, security or the business model. Amendments are notified in the Panel and to the registered e-mail address at least 30 days before they take effect; the amended articles are indicated separately.

25.2. Amendments made pursuant to legislation or a decision of an official authority, amendments relating only to a new feature, or amendments in the Customer's favour may take effect within a shorter period.

25.3. If the Customer does not accept an amendment, it may terminate the Agreement by giving notice before the effective date; in this case, the amendment does not apply to the Customer and, if the amendment is material and to the Customer's detriment, a refund is made under Article 13.2. For material amendments, Faprika requests the Customer's renewed approval in the Panel.

25.4. Article 11.3 applies to price changes.

Article 26 – Notices

26.1. Faprika's notices to the Customer are given to the registered e-mail address, by Panel notification or by SMS. A notice given by e-mail is deemed to have reached the Customer on the day it is sent.

26.2. The Customer's notices to Faprika are given via a support request in the Panel or by e-mail to hukuk@inovabil.com.tr. Notices of termination and default may also be sent to the registered electronic mail (KEP) address inovabil@hs01.kep.tr or through a notary public.

26.3. For ordinary notices, notice given to the registered e-mail address and in the Panel is valid. Faprika sends notices of termination and default through a notary public, by registered letter with return receipt or by KEP in the cases required by Article 18/3 of the Turkish Commercial Code; in other cases, it sends them by e-mail to the registered address and, where possible, by KEP. The text of notices sent and the sending and delivery information are retained.

26.4. Unless a change of address is notified, notice given to the registered address is valid.

Article 27 – Evidence agreement

Pursuant to Article 193 of the Code of Civil Procedure (Law No. 6100), the parties agree that Faprika's server, log, database and e-mail records and electronic approval records shall constitute evidence in disputes arising from the Agreement. The Customer may prove otherwise with its own records and other evidence. Faprika takes the necessary technical measures to protect the integrity of these records.

Article 28 – Assignment, subcontractors and independence of the parties

28.1. The Customer may not assign the Agreement or the account without Faprika's written consent. In the event of a transfer of business or a company merger, Faprika is notified and its consent is obtained.

28.2. The Customer consents in advance to Faprika assigning the Agreement, with notice to the Customer, to its affiliates or to a person who takes over the Services by way of merger, demerger or transfer of assets.

28.3. Faprika may provide part of the Services through subcontractors such as data centre, cloud and support providers and is liable for their work within the limits set out in this Agreement.

28.4. The parties are independent; there is no partnership, agency, representation or joint venture relationship between them.

28.5. During the term of the Agreement and for 12 months after its termination, the Customer shall not actively solicit for employment Faprika employees who have worked directly on the Customer's account. General job advertisements and applications made by an employee on their own initiative are excluded from this prohibition.

Article 29 – Sanctions and compliance

29.1. The Customer represents that it is not on the sanctions lists of the United Nations, the European Union, the United States of America, the United Kingdom or Turkey, that it is not owned or controlled by persons on these lists, and that it will not use the Services in sanctioned countries and regions or for the benefit of such persons.

29.2. The Customer complies with legislation on anti-bribery and anti-corruption and on the prevention of money laundering.

29.3. In the event of a breach of this article, Faprika may immediately suspend the Services or terminate the Agreement; no fees are refunded.

Article 30 – Governing law, dispute resolution and final provisions

30.1. The Agreement is governed by Turkish law, excluding its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna Convention) does not apply.

30.2. Customers established in Turkey. The Istanbul Central (Çağlayan) Courts and Enforcement Offices have jurisdiction over disputes. The provisions on mandatory mediation in commercial disputes are reserved.

30.3. Customers established outside Turkey. Disputes 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. Faprika's right to file a lawsuit and initiate enforcement proceedings in the Customer's country for its fee receivables is reserved.

30.4. If any provision of the Agreement is held invalid, the other provisions remain valid and the invalid provision is deemed replaced by the valid provision that comes closest to its purpose.

30.5. Failure to exercise or delay in exercising a right does not constitute a waiver of that right.

30.6. The Agreement, its annexes and the Quote, if any, constitute the entire agreement between the parties and supersede all prior negotiations and correspondence on the subject. The Customer's own purchasing terms do not apply.

30.7. The Agreement consists of 30 articles and 2 annexes and enters into force upon its approval by the Customer by electronic means.

Annex 1 – Acceptable Use Policy

This policy specifies the products that may not be sold and the activities that may not be carried out on Faprika. The list is illustrative; every product and activity that is prohibited or subject to authorisation in the country of sale falls within the scope of this policy.

A. Products and services prohibited from sale

1. Firearms, ammunition, explosives and their parts.
2. Narcotic and stimulant substances, prescription drugs and unauthorised health products.
3. Tobacco products, electronic cigarettes and alcoholic beverages whose online sale is prohibited in the country of sale.
4. Gambling, betting and unlicensed games of chance.
5. Any content involving the sexual abuse of children and unlawful obscene content.
6. Counterfeit, imitation or pirated products and stolen goods.
7. Personal data lists, account credentials, forged documents and identity documents.
8. Protected animal and plant species, human organs and tissues.
9. Financial products requiring a licence, unlicensed payment and crypto-asset services, pyramid or Ponzi schemes.
10. Malware, hacking tools and unauthorised access services.
11. Products and content that encourage terrorism, violence or hatred.
12. Products carrying unsubstantiated and misleading health claims.

B. Products subject to authorisation

Products that require a permit, licence or registration, such as food supplements, cosmetics, medical devices, optical products, precious metals, chemicals and live animals, may be sold only if the relevant permits have been obtained. Faprika may request documentation of these permits.

C. Prohibited conduct

1. Sending unsolicited commercial messages (spam).
2. Phishing, fraud and card fraud.
3. Displaying fake reviews, fake discounts or misleading prices.
4. Opening a store that imitates another brand.
5. Attacking the Platform or third parties, placing excessive load on them or carrying out unauthorised scanning.
6. Crypto mining or using the Platform for file hosting purposes unrelated to e-commerce.
7. Attempting to access other customers' data.
8. Circumventing sanctions rules.

D. Enforcement

When Faprika detects a breach or a breach is reported to it, Faprika examines the matter and, depending on the severity of the breach, may first remove the relevant product or content from publication; in the event of a serious or repeated breach, it may suspend the Services and terminate the Agreement. Decisions made through automated review are re-examined by an employee at the Customer's request. The Customer may object, stating its reasons, within 7 days of notification of the decision. The payment institution's list of prohibited sectors and the legislation of the country in which the product is sold also apply. Unlawful activities may be reported to the competent authorities.

Annex 2 – Personal Data Processing Annex

This annex governs Faprika's obligations as data processor under Article 12 of Law No. 6698 on the Protection of Personal Data (KVKK) and, to the extent applicable, Article 28 of the EU General Data Protection Regulation (GDPR) with respect to End User data that Faprika processes on behalf of the Customer. With respect to data that Faprika processes for its own account, billing, security and service improvement purposes, Faprika is the data controller (Agreement Article 19.2); this annex does not apply to that data.

1. Processing details

2. Instructions

Faprika processes personal data only on the Customer's documented instructions. The Agreement, the settings made in the Panel and support requests form part of these instructions. Faprika may carry out processing that is mandatory under legislation by notifying the Customer.

3. Confidentiality and personnel

Faprika employees and subcontractors who access the data are bound by confidentiality obligations and access the data only to the extent required by their work.

4. Security measures

For the security of the data, Faprika takes at least the following technical and administrative measures: encryption in transit (TLS), role-based access authorisation, maintenance of access logs, regular backups, vulnerability monitoring and patching, staff training and physical security of the data centre.

5. Sub-processors

The Customer grants Faprika general authorisation to use sub-processors for hosting, cloud, the security and performance network (CDN), e-mail and SMS delivery, support software and artificial intelligence services. The current list is published at www.faprika.com/alt-isleyenler. A new sub-processor is notified at least 15 days in advance in the Panel and to the Customer's registered e-mail address; during this period, the Customer may object on reasonable grounds based on data protection. Where an urgent change is needed to protect the continuity or security of the Service, such as a provider suddenly discontinuing its service or a security incident, a new sub-processor may be used without waiting for this period; in that case, notice is given without delay and the objection period runs from the notice. If the objection cannot be resolved, the Customer may terminate the Agreement and the fee for the unused period is refunded. Faprika imposes on sub-processors obligations at the same level as the obligations in this annex.

6. International transfers

The data of Customers established in Turkey is hosted in data centres in Turkey, and the data of Customers established outside Turkey is hosted in data centres in the United Kingdom or Germany. Faprika does not change the region in which a Customer's data is hosted without the Customer's written request. If data is transferred outside these regions for support, maintenance or sub-processor services, Faprika relies on one of the safeguards provided for in Article 9 of the KVKK (for example, standard contracts and notification to the Personal Data Protection Board). For data within the scope of the GDPR and UK data protection legislation, the European Commission's standard contractual clauses (with the addendum for the United Kingdom) or a valid adequacy decision are relied upon. The Customer is obliged to inform End Users about transfers made from its own country.

7. Data subject requests

Faprika assists the Customer, through the tools in the Panel and within a reasonable time, in responding to data subjects' requests for access, rectification, erasure and portability. Requests received directly by Faprika are forwarded to the Customer.

8. Data breach

When Faprika becomes aware of a breach affecting Customer data, it notifies the Customer without delay and within 48 hours at the latest. The notification includes, as far as known at that time, the nature of the breach, the categories of data affected and the measures taken. The obligation to notify the Personal Data Protection Board and the data subjects lies with the Customer as data controller; Faprika provides the information required for this purpose.

9. Audit

The Customer may audit compliance with this annex at most once a year, with 30 days' prior notice and subject to confidentiality obligations. The audit is first conducted through written questions and existing documents; an on-site audit is conducted during business hours and without access to other customers' data. The costs of the audit are borne by the Customer.

10. Termination and liability

Article 24.5 of the Agreement applies to the return and deletion of data. Liability arising from this annex is subject to the limits in Article 21 of the Agreement.