Membership Contract

1.      PARTIES:




This Contract is hereby executed on [*DYNAMIC*] by:


i.          ELECTRA TEXTILE GIDA SHOES LTD.ŞTİhaving domicile at Bağlar Mah. Mimar Sinan Cad. No. 3 Güneşli İstanbul




ii.        [*DYNAMIC*] with Republic of Turkey ID No. [*DYNAMIC*] and having domicile at [*DYNAMIC*] (“User”)

subject to the following terms and conditions: 




ELECTRA and the Customer shall be referred to as a “Party” individually and as “Parties” collectively hereafter.







This Contract is hereby executed for the purpose of regulating the rights and obligations of the Parties in connection with User’s shopping at ELECTRA’s site, (“Site”).







3.1.       The site operates in the field of retailing of ladies’, men’s and children’s ready wear particularly denims, shoes, bags and accessories.


3.2.       The User shall have the opportunity of shopping and creating a user profile on the Site by having access with their user name and password designated during membership.


3.3.       Registration process and approval by ELECTRA of the registration process are completed when the user sends the necessary ID data via the relevant part of the Site to become a member of the site. Rights and powers of being a user may not be acquired unless the membership process is completed.


3.4.       Eligibility for membership to the Site requires that the person is not temporarily removed from membership or permanently prohibited from membership. Completion of the Site registration process by any minors or a person who is temporarily removed from membership or permanently prohibited from membership would not result in their membership to the Site being accepted.







4.1.       User’s Rights and obligations 


4.1.1.      By agreeing to the Contract, the User hereby agrees to act in compliance with any statements announced by ELECTRA in connection with use of and membership of the Site, which are available on the Site.


4.1.2.      The User hereby agrees and pledges irrevocably to meet any financial, technical and administrative obligations specified in the Contract and annexes hereto and observe any amendments and additional provisions unilaterally made and introduced by ELECTRA subsequently as well as any rules and principles to be imposed by ELECTRA or ELECTRA management.


4.1.3.      The User is solely responsible for security, storage and use of tools (user name and password, etc.) for access to the system including measures to keep them confidential against Third Persons, which are used for the purpose of being able to use services offered by ELECTRA. The User hereby agrees, declares and pledges that ELECTRA has no direct or indirect civil, criminal and administrative liability for any damages which may be suffered by the User and/or Third Persons due to the User’s neglect and faults over issues such as security and storage of tools for access to the system including non-disclosure thereof to any Third Persons.


4.1.4.      The User hereby agrees, declares and pledges that any information and contents provided by the User on the Site are correct and legal. ELECTRA is not obligated to investigate the correctness of information and contents uploaded, modified or provided by the User to ELECTRA or uploaded by the User via the Site and pledges and guarantees that such information and contents are secure, correct and legal nor is it liable for any damages arising from such information and contents being wrong or erroneous. In cases where ELECTRA insures damages due to any of such issues expressly excluded by this provision from its scope of liability, it has recourse to the User for any damages including any ancillaries thereof. 


4.1.5.      The User may not, without ELECTRA’s written approval, transfer their rights and obligations hereunder to any Third Persons in part or in whole.


4.1.6.      The User may conduct operations on the Site only for legal purposes as they use services offered by ELECTRA and the Site. The User has sole liability for civil and criminal consequences of any operations and acts conducted by the User on the Site. The User hereby agrees, declares and pledges that the User may not use, reproduce, copy, distribute and process any pictures, texts, audio and visual images, video clips, files, databases, catalogues and lists in such a manner infringing upon the rights of any other Third Persons whether in kind or personal and Third Parties assets and compete with ELECTRA through such acts or any other means directly or indirectly. ELECTRA may in no way be held liable, directly or indirectly, for any damages incurred or to be incurred by Third Persons due to the User’s activities on the Site contrary to the provisions of the Contract and/or law; Otherwise, ELECTRA reserves the right to have recourse to the User.


4.1.7.      The User hereby agrees, declares and pledges that ELECTRA may share the User information of such users qualified to participate in sweepstakes as part of any sweepstakes organized by ELECTRA on the Site, if any, with persons and entities involved in campaigns and sweepstakes and that the User shall not claim any damages from ELECTRA consequently.


4.1.8.      The User hereby agrees, declares and pledges not to make any operations ensuring fund transfers to their memberships or between the memberships of their acquaintances and engage in any misconduct which would manipulate the operation of the Site, failing which the User shall indemnify ELECTRA for any damages thereof.


4.1.9.      ELECTRA holds exclusive title to any intellectual property rights for the Site (information, articles, pictures, Marks, models, slogans and other signs, page layouts, etc., available on the site). Partial or full reproduction, modification, dissemination, transmission whether online or through other media, distribution and sale of any information and any other similar elements on the Site having the quality of intellectual property would be an express and definite violation of Law No. 5846 on Intellectual and Artistic Works and Decree Law (KHK) No. 556 on the Protection of Marks and subject to civil and criminal sanctions.




4.2.       ELECTRA’s Rights and obligations 


4.2.1.      ELECTRA may, at any time, modify and/or adapt the Services to ensure that the User is able to achieve businesses and operations defined in the Contract more effectively. The rules and conditions the User is obligated to observe in connection with such modifications and/or adaptations by ELECTRA are communicated to the User via the Site.


4.2.2.      ELECTRA hereby agrees, declares and pledges that the conditions for winning and use shall be used by the User as explained on the Site.


4.2.3.      ELECTRA reserves the right to change the Services and contents offered on the Site at any time and close and delete information and contents uploaded by the User on the system including the User to access by Third Persons. ELECTRA may exercise this right without prior notice and opportunity for rectification thereof. The User must meet any changes and/or corrections urgently as may be required by ELECTRA. Change and/or correction requests issued by ELECTRA may be fulfilled by ELECTRA directly where deemed necessary. The User is solely liable for any damages and civil and criminal liability which may arise from the User’s failure to respond to ELECTRA’s requests for changes and/or corrections in time.


ELECTRA may, via the Site, provide links to any other websites and/or portals, files or contents owned and managed by Third Person operations, providers and other Third Person is not controlled by ELECTRA. These links are provided by ELECTRA solely for convenience of reference for the User and do not have the force of any representations or warranties for purposes of supporting the persons operating such websites or the Site or in connection with the websites or information contained by them. ELECTRA has no liability for the services or Products offered via the portals, websites, and files accessed via the links on the site or websites accessed via these links or their contents.


4.2.4.      ELECTRA is entitled to communicate with the User via any of the communication channels notified by the User for campaigns, news and other notices in connection with the Site and/or ELECTRA. This issue is hereby agreed by the User.






ELECTRA may, at its sole discretion and unilaterally, amend this User Contract and annexes thereto at any time of its free choice by communicating the same on the Site. Amended provisions of this Contract shall be effective from date of communication thereof; the remaining provisions shall remain in effect, continuing to have the same force and consequences. This User Contract may not be amended upon the User’s unilateral statement.







6.1.  The Contract is hereby executed for an unlimited term and remains in force, continuing to impose its provisions and consequences on the Parties unless terminated by ELECTRA under this Article 7 and the User’s Site Membership continues; it shall be deemed as having automatically expired upon expiration of the User’s membership term or temporary or permanent discontinuation of membership.


6.2.  ELECTRA may unilaterally terminate the Contract and the User shall be obligated to indemnify ELECTRA for any damages incurred on the ground of termination in cases where the User violates this Contract and/or similar rules on use, membership and Services included on the Site, engages in fraud and misconduct which would inflict damages on ELECTRA or Third Persons including without limitation any incidents contrary to contract and law.








7.1. Definition: For the purposes of this Contract, the terms, “Force Majeure” and “Contingencies”, refer to such an incident occurring beyond reasonable control of either Party and making performance of obligations by the relevant Party or making such performance so difficult to be achieved under current circumstances or preventing such performance thereof from being achieved in the designated performance time limit.


7.2.  Some “Force Majeure” and “Contingencies”: The incidents of “Force Majeure” and “Contingencies” include the following without limitation:


War, martial law, natural disasters, economic crisis, strikes, lockouts, epidemics, earthquake, revolution, radioactivity contamination, similar incidents of nature which are of unpreventable nature including such conditions considered “Force Majeure” and “Contingencies” by law

Any decisions of courts or any other administrative authorities stopping ELECTRA operations and activities.

7.3.       Effect on the Contract: Upon the occurrence of “Force Majeure” or “Contingencies”, the Parties shall be exempt from their obligations and not be considered liable for delays in their obligations or non-performance thereof and shall not be in default pursuant to the Contract. In case of occurrence of such situations, the Contract shall be suspended until such “Force Majeure” or “Contingencies” are eliminated and the Parties shall not be held liable for non-performance of their obligations and contractual requirements under this contract and any time limits in this Contract shall be extended for such duration.


7.4.       Termination of the Contract: In cases where ELECTRA’s failure to meet its obligations in this Contract lasts for more than 30 (thirty) business days, either Party may terminate this Contract if it so elects.


7.5.       Compensation: The Parties hereby agree, declare and pledge irrevocably that upon cancellation or termination of the Contract due to Force Majeure and/or Contingencies, ELECTRA shall not be liable and that in such a case, the Parties shall not claim any rights such as compensation, loss of profit and any other reasons against each other.




8.      NOTICES



Notices and other communications to be served according to this Contract shall be sent by hand delivery, fax, e-mail or certified mail to:





However, notices and communications specified by the Turkish Commercial Code (TTK) (mainly notices of default, termination and recourse) are deemed having been duly served when sent via a notary, by certified mail, telegram or registered electronic mail system through use of secure electronic signatures. The Parties hereby agree that the above addresses are their legal addresses for notices and that unless any change of address shall be notified via a notary on the other Party in writing five (5) business days in advance, any notices served at these addresses shall be effective.  Notices and/or warnings shall be effective from the date when they are considered having been served as per Turkish Laws.







Istanbul (Center) Courts and Execution Offices have the sole jurisdiction over any disputes and disagreement which would arise from and in connection with this Contract regarding interpretation and execution hereof including its existence and validity and the provisions of the Consumers Law, Obligations Law and any other legislation of the Republic of Turkey apply for any situations not stipulated herein.








10.1.   Confidentiality: The User hereby pledges not to disclose and divulge any information it may obtain as a result of negotiation, issue and performance of this Contract without the prior written consent of ELECTRA. The User hereby pledges particularly not to disclose any articles or terms mutually agreed herein to Third Persons. The exclusion from this provision is such disclosure upon requests of governmental bodies and/or fulfillment of administrative obligations and ELECTRA is entitled to use in its publications general information such as sex, age and educational status without revealing the User’s Name and Surname in its announcements such as general statistical data. The User hereby agrees to this issue expressly.


10.2.   Severability: The provisions of this Contract are severable and in cases where any of its provisions are ruled invalid or cancelled or found unenforceable, this shall not affect the validity of other Articles of the Contract.


10.3.   Waiver: Non-exercise or late exercise by ELECTRA or the User of any rights, powers or privileges regulated hereunder shall not be construed as a waiver thereof and single or partial exercise of any rights, powers or privileges shall not prevent the exercise of any other or further rights, powers or privileges.


10.4.   Stamp Tax: In cases where Stamp Tax is due and payable on this Contract, it shall be paid by the User. Upon payment of Stamp Tax by ELECTRA, it reserves the right to have recourse to the User for recovery.








Approval for purchasing via the Site’s specifically arranged platform is required upon the User’s viewing of the Contract and provision of online approval thereof. Once the User approves the Contract and completes membership procedures, the User is considered as having agreed to any terms of the Contract. The User hereby agrees and pledges that the User has fully read, understood and agreed to any articles contained herein and approves correctness of information provided by the User about the User.