EXPERT MEMBERSHIP AGREEMENT
1. Parties of the Agreement
1.1. his Expert Membership Agreement (“Agreement”) has been entered into force, between the expert who approves this Agreement electronically (“Expert”) and Founders Lab Finansal Danışmanlık ve Tic. A.Ş. (“KORVO”) which is the owner of KORVO.CO platform having its address at Bebek Mahallesi Germençik Sk Nedim Bey Apartmanı 7/6 Beşiktaş Istanbul, in accordance with the following terms and conditions.
1.2. Hereinafter, the Expert and KORVO will be referred to individually as “Party” and collectively as “Parties”.
The following definitions shall apply under this Agreement:
Expert: The Contracting Party, which is the service provider that makes the publications/posts on the Platform regarding itself and the Expert Services, benefiting from the Service during the Agreement term, and provides its products and services to the Users.
Expert Services: Trainings, courses and/or similar services determined by the Expert and published on his/her Platform page.
User(s): Individuals who use the Platform as a member of the Platform who may create orders/purchases for Services via the Platform.
PDPL: Personal Data Protection Law numbered 6698.
Platform: The media named KORVO with korvo.co as domain name, operated by KORVO with all rights reserved.
Service: The services determined and provided by KORVO to the Expert through the Platform such as publishing Expert Services, purchasing-related functions, Expert Services management and planning tools, etc.
3. Subject and Scope of the Agreement
3.1. The Platform is an online platform operated by KORVO that allows the promotion, sale and/or management of the Expert Services by the Expert. The subject of this Agreement is to regulate the Services, the transactions to be conducted by the Expert on the Platform, and the rights and obligations of the Parties to each other and the Expert to the User.
3.2. The Agreement covers all the provisions that the Parties have agreed on the subject of this Agreement and supersedes all prior or existing agreements and contracts, written or oral offers, made before covering the provisions of this Agreement.
4. Rights and Obligations of the Parties
4.1. The Expert creates a membership account on the Platform by providing the information requested for registration on the Platform, and logs into the Platform with the username and password determined in order to benefit from the Service. KORVO reserves the right not to accept membership applications.
4.2. Expert accounts on the Platform are exclusive to the Expert. The Expert cannot transfer the account, username and password and membership profile that he/she created on his/her behalf to third parties (regardless of whether these people are members of the Platform or not) or allow the use of his/her own account on the Platform by third parties. The Expert is exclusively responsible for keeping his username and password secure.
4.3. The Expert announces the Expert Services on the Platform by creating his/her own profile page and carries out electronic commercial activities on his/her page. The Expert shall be able to link to his/her accounts on other social media channels via his/her profile page, if he/she wishes. The linked pages of the Expert must also belong to himself/herself and must not contain any content contrary to the applicable legislation. Otherwise, the relevant link may be removed by KORVO.
4.4. The Expert agrees and undertakes to comply with the rules notified by KORVO / published on the Platform, including but not limited to the processes subject to this Agreement. KORVO has right to change the said rules unilaterally at any time and in any way. Within this scope;
4.4.1. If the new Expert Services are added and/or existing Expert Services are changed, the Expert uploads the said addition/change to the Platform electronically through the method specified by KORVO.
4.4.2. The Expert undertakes to provide any information (event name, category, capacity, fee, cancellation possibility, return option, level of education, if there is a special participant profile it addresses, details about this profile, minimum conditions for participation and warnings about them, whether the event is internal or external / for more than one person, etc.), including but not limited to the content of the Expert Services published on the Platform, all the information, details, warnings that User should know about the Expert Services, and visual explanations as appropriate in a complete, accurate, exact and up-to-date manner. In addition, the Expert is exclusively responsible for providing the Users with information about the method, rules and conditions of participation in Expert Services (whether physically or electronically). If the Expert Services are subject to a regulation, the Expert complies with all content requirements specified in the applicable legislation and ensures that the information and content are uploaded to the Platform accordingly. KORVO does not undertake to provide any service to the Expert and does not have any responsibility in this context.
4.4.3. In case of any changes in the information regarding the Expert Services, Expert agrees and undertakes to immediately update them on the Platform and notify KORVO of such updates immediately. KORVO is not liable in any way for the damages that the Expert may suffer due to incomplete, or untrue or outdated information provided by the Expert to KORVO/Platform, or for meeting the requests that may be submitted by the Users in this regard.
4.4.4. If the quota for training, sessions, group lessons and similar studies related to the published Expert Services is reached, the relevant advertisement/post on the Platform shall be disabled. The Expert declares that he/she has enabled the quota specified for the relevant Expert Service on the Platform for reservations and purchases to be made through the Platform, and that the reservations / purchases received through other channels shall not affect this quota.
4.5. The Expert shall perform the necessary transactions for the Users to make payments through the Platform, and KORVO only provides a medium. Payment processes that shall take place through the Platform shall be carried out with third-party service providers that KORVO has contracted with. The Expert accepts to act in accordance with all the terms and conditions of the relevant contracted provider, conclude these third-party agreements for payment transactions, and provide the requested information / documents. The Expert accepts and undertakes in advance that he/she knows that the payment facilities on the Platform or other possible methods in the future may always be changed unilaterally by KORVO and that he/she will comply with the rules and procedures. For the avoidance of doubt, KORVO is not a party to the payment transaction and does not make any undertakings.
4.6. KORVO may request all kinds of information and documents from the Expert for the performance of the Agreement. The Expert shall fulfill these requests within 3 (three) days in case a different period is not clearly envisaged in KORVO’s request.
4.7. Pricing for Expert Services is solely determined by the Expert with no role or responsibility on the part of KORVO. The Expert shall specify these fees in Turkish Lira, including VAT, in the relevant Expert Service advertisement/post on the Platform.
4.8. The Expert undertakes not to take any action against KORVO and the Users that shall adversely affect the User’s purchase and experience of Expert Services on the Platform and also undertakes not to take any action that may cause consequences against KORVO and the Platform, and in any case, shall not take any action that will make it difficult / preventive/ precautionary or have an adverse effect on the User's purchases of the Expert Services on the Platform.
4.9. The Expert shall be able to publish the relevant Expert Service advertisement/post on the Platform by providing the relevant information and documents regarding the Expert Services. KORVO is not responsible for any delays that may occur due to the Expert's failure to fully and/or timely fulfill the required obligations of membership and to give information.
4.10. The Expert accepts that KORVO is not liable for the mistakes of the User regarding the orders on the Platform.
4.11.The Expert shall take the utmost care to conduct the trainings/activities within the scope of Expert Services on the date and/or time they are published and not to cancel them and shall immediately publish all possible date and/or time changes in the advertisement/post on the Platform. Additionally, the Expert shall explicitly include the cancellation and refund policy in the relevant Expert Services advertisement/post, shall determine policies in accordance with the applicable legislation, in particular with the consumer protection legislation, and shall carry out the cancellation and/or refunds towards the Users by basing on user satisfaction. KORVO is not liable in any way for the date and/or time changes or cancellations and cancellation-refund procedure of the Expert Services.
4.12. The Expert will be able to publish advertisements/posts belonging to third parties on the interfaces allocated to him/her, provided that KORVO's prior permission is obtained. The Expert accepts and undertakes that these advertisements/posts will comply with the provisions of the current legislation, that they will not be deceptive or misleading to the consumer and that the rights of KORVO or third parties will not be violated in these advertisements/posts, and that it is responsible for all damages that may arise before KORVO in case of violation of this provision. If advertisements are published on the Platform by KORVO, the Expert accepts in advance that it will not raise any claims or objections in this regard and that the decision authority on this matter belongs exclusively to KORVO.
4.13. The Expert agrees that KORVO may, at its exclusive discretion, organize joint campaigns with third parties and organizations and/or create new business relationships within this scope. The Expert agrees to comply with any instructions conveyed by KORVO regarding these campaigns and to act in full cooperation with KORVO.
4.14. The Expert agrees that KORVO may use all kinds of trade names, logos, brands, products and other elements for advertising and promotional purposes on all kinds of mediums and /or channels that will contribute to the Platform including but not limited to on the Platform and / or on the profile page of the Expert. In this regard, the Expert cannot make any demands from or claim against KORVO.
4.15. KORVO shall be able to make changes and/or updates on the Platform unilaterally, and the Expert is responsible to provide the necessary technical infrastructure and equipment for the Platform to be used within the scope of the Service. The Expert shall carry out all the necessary technical and organizational processes in order to receive orders on the Platform, in a timely and duly manner, in a way that will not cause any disruption in these orders.
4.16. The Expert agrees that Users may be given the opportunity to rate and comment on him/her and the Expert Services through the Platform, and that these may be published on the Platform in an open and accessible manner. In cases where KORVO gives the right to reply to the Expert regarding the comments and evaluations, the Expert accepts that he/she is obliged to reply within 7 (seven) days and that KORVO reserves all rights including making changes, publishing or not publishing. KORVO may change this process of rating and commenting and if the Expert has the discretion to publish/not publish the rate/comment, he/she shall not misuse it or mislead the Users.
4.17. In the event that KORVO incurs losses due to the Expert's breach of its obligations foreseen under this Agreement, the applicable legislation, or due to the damage to the Users or third parties for the Expert Services/performance, or due to the Expert's fault and a request is sent to KORVO by Users or third parties, that KORVO is subjected to legal, administrative or criminal sanction, or any other damage, the Expert is liable to pay KORVO in cash together with the relevant requests and amounts and on the first request.
5.1. The Expert will provide the Expert Services within the scope requested by the User, in accordance with all relevant legislation and without any defects, by paying due attention to User satisfaction and in accordance with professional standards. Expert accepts and undertakes that he/she will act in accordance with all kinds of legislation, including but not limited to the Law on the Protection of the Consumer, the Law on the Regulation of Electronic Commerce and the Personal 5Data Protection Law, on all of its transactions, including but not limited to the goods and services offered through the Platform, the process of providing these goods and services and providing after sale services. The Expert will be personally responsible for obtaining the permissions in case the Expert Services and/or any activities to be organized in relation to them requires a permission (or other license, document, record, etc.) and will store the records of these permissions so that they can be submitted to KORVO upon request. In order to avoid any doubt; contents and features such as interfaces, functions, printed texts, etc. provided to the Expert on the Platform by KORVO, shall not be interpreted as KORVO being a partner of the Expert's obligations arising from the data controller, content provider and service provider titles, or as KORVO assuming any responsibility. The Expert's responsibility for compliance with its obligations arising from the legislation lies entirely with the Expert.
5.2. The Expert, as a content provider, undertakes that any content provided through the Platform shall comply with the legislation. The Expert is exclusively responsible for ensuring compliance with the applicable legislation in the advertisement/post regarding his/her own business / Expert Services.
5.3. The Expert accepts that he/she is responsible to provide the Expert Services as required, KORVO’s responsibility to the Expert under this Agreement is limited to provide the Service and KORVO is in any way liable for damages arising from the Expert Services.
5.4. The Expert undertakes that it is responsible for performing the Expert Services and the transactions within the scope of benefiting from the Service in accordance with the provisions of the current legislation, not to go beyond the rules and/or legislation provisions declared by KORVO and ensure that of its own employees, trainers, affiliated personnel, and other persons (if any) are bound by these rules as well.
5.5. The Expert agrees that the assistant, employee or other third parties (if any) assigned for the Expert Services have the necessary competence, professionalism, knowledge and experience for the performance of the relevant service, to appoint only those who have these qualifications within the scope of the Expert Services, and that it is fully and jointly responsible with these persons for all of their acts within the scope of this Agreement and Expert Services.
5.6. The Expert accepts that all claims and requests (other than the Service) that may be submitted to KORVO by the Users will be directed to him/her personally, and that he/she is the only addressee of the Users in this context.
5.7. The Expert accepts and declares that it, as a service provider, is a party to the distance sales contract to be concluded with the Users through the Platform for the sale of the Expert Services, that it will be the sole addressee of the User's demands in terms of these sales, especially those arising from the consumer legislation, and that it is obliged to meet these demands in accordance with the relevant legislation, that KORVO is only an intermediary service provider in these matters and KORVO has no responsibility in this regard.
5.8. The Expert is solely and personally responsible for the administration and supervision of employees employed by him/her (if any) as part of the provision of Expert Services. As the employer, the Expert is obliged to fully and completely provide the legal rights of these employees, which are related to labor law, social security law or any other law. The Expert accepts and undertakes that if KORVO is exposed to any claim as an employer, KORVO will recourse to the Expert together with its secondaries for all these compensation claims and other damages, and that he/she will indemnify these claims and losses.
6. Confidentialy and Protection of Personal Data
6.1. The Parties agree and undertake that they shall keep any confidential information provided in writing or verbally or in any way known within the scope of this Agreement and the Services confidential, shall not use them for any purpose other than the one specified in the Agreement and shall not disclose them to third parties in any way without the consent of the Party owning the confidential information, except as required by the performance of the Agreement or the provisions of the applicable legislation.
6.2. The Parties will conduct their personal data processing activities within the scope of the Agreement in accordance with the PDPL. KORVO makes no undertakings regarding the data processing activities of the Expert and the Expert is exclusively responsible. Parties take all necessary and reasonable organizational and technical measures to prevent unauthorized access to personal data by their own employees or third parties, to ensure the security of personal data and to prevent unlawful processing. The Expert accepts, declares, and acknowledges that the responsibility arising from data processing activities against the PDPL and other secondary legislation is exclusively his/her own and that he/she is obliged to immediately compensate for all damages incurred by KORVO due to all demands, administrative penalties and all kinds of payments that may be made within this scope.
6.3. This article is an undertaking independent of the Agreement and shall remain in effect immediately after the termination of the Agreement for any reason.
7. Platform and Intellectual Property Rights
7.1. All financial, moral and commercial rights, including all of the intellectual property rights, on the system and Platform of KORVO, including the visuals and designs, texts, logos, graphics, data on the Platform, belong exclusively to KORVO. KORVO grants a non-exclusive, non-transferable or non-sublicensable right of use on the Platform to the Expert, limited to the use necessary for the provision of the Service and to the term of the Agreement.
7.2. The Expert, accepts and undertakes that the brand, logo, products and other elements it uses on the Platform, and the rights on the contents of the Expert Services and on the Expert Services belong exclusively to it, that it does not violate the rights of third parties in any way, and that in case of a claim or request is made by third parties to KORVO on these matters, he/she will keep KORVO completely free of these claims and requests and will, together with its secondaries, compensate all damages that KORVO may suffer due to these reasons.
7.3. On the intellectual property rights of the content offered on the Platform within the scope of this Agreement, the Expert grants KORVO a non-exclusive and non-transferable right of use, limited to the purpose and duration of this Agreement.
7.4. The Expert's actions that may threaten the security of the Platform and/or harm the 7Platform, KORVO and Users, may prevent the Platform from working or the Users from benefiting from the Platform, may bring disproportionate load on the Platform to give these results, result with unauthorized access to KORVO’s systems, copying, deleting, changing the data or attempting to do so; using, trying to use a software that will prevent the Platform from working, disrupting the operation, reverse engineering, organizing attacks or interfering in any way of all kinds of software, hardware and servers, causing them to malfunction, or attempting to access KORVO servers are absolutely prohibited.
7.5. KORVO provides the Platform "As Is" and does not make any claims or commitments that the Platform is error-free, flawless, uninterrupted, perfect, or that it will fully meet the Expert’s specific needs. To the extent permitted by applicable law, KORVO shall not be liable for any indirect, special, incidental, punitive damages, including but not limited to loss of profits, loss of goodwill and reputation, resulting from the use of the Platform.
7.6. KORVO, is not responsible for the damages that may arise due to the Expert's (i) use, non-use or misuse of the Platform or failure to fulfill the commitments and obligations set forth in the Agreement, any kind of material, moral and financial damage such as any loss of profit, loss of data, loss of business, loss of reputation, loss of expected savings, interruption of work and compensation claims that can be made by a third party due to these actions; (ii) failures arising from any hardware, system software/other software and network-related functionalities; (iii) network, internet connection, connection errors; (iv) changes, updates and similar works to be carried out on the Platform; (v) voltage fluctuations, battery and power cuts, virus contamination and similar environmental factors.
8. Financial Provisions
8.1. The following payment regimes are applied in line with the package selected by the Expert during membership creation. Package types, contents and/or provisions regarding payment may be changed by KORVO, and up-to-date information announced by KORVO shall be taken as basis for package purchases.
8.1.1. Pay-As-You-Go Package: The Expert will not pay any fees for registration, license or posting. Fees apply within the scope of Paid Expert Services. A 7% (seven percent) Service fee (“KORVO Commission”) is paid to KORVO over the Expert Services fee which was processed through the Platform. Within the scope of this package, there are functions to register, create advertisements, and receive payment by credit card for paid Expert Services.
8.1.2. Monthly Package: The published monthly license fee (“License Fee”) will be collected from the credit card provided by the Expert each month to KORVO on the day specified at the time of package purchase, and the Expert will provide the credit card information that enables the smooth, timely and full payment of this License Fee and will update KORVO immediately when necessary. The issues regarding the application of KORVO Commission is also regulated under the Monthly Package. Within the scope of this package, additional functions and features are offered to the Expert, which shall be determined by KORVO and will be specified at the time of package purchase, and may be changed in the future.
8.1.3. Annual Package: It can be used in line with the scope and annual license fee published by KORVO.
8.2. Users shall pay the Expert Service fee determined exclusively by the Expert through the contracted payment service provider via the Platform. The payment made by the User will be kept in the contracted payment service provider’s secure account.
8.3. he Expert Service fee is automatically collected from the User during the order placed on the Platform. The KORVO Commission amount is deducted from the price paid by the User and an invoice is issued to the Expert for the KORVO Commission. Subsequently, the payment is deposited by the contracted payment service provider to the account specified by the Expert.
8.4. KORVO Commission rate and/or License Fee can be changed by KORVO. These changed rates will be notified to the Expert.
8.5. KORVO Commission and License Fee are not refundable to the Expert.
8.6. If the Expert requests to change the package, the package can be changed with the agreement of the Parties, where in such case, the relevant package listed above begins to be applied after the relevant change date.
9. Term and Termination of the Agreement
9.1. This Agreement shall enter into force on the date of approval by the Expert and shall remain in effect for 1 (one) year. Unless any of the Parties makes a request for termination of the Agreement no later than 1 (one) month before the expiry date of the Agreement, the Agreement shall be automatically renewed for one-year periods.
9.2. If the Expert's membership application is not accepted / is canceled, this Agreement shall automatically terminate.
9.3. In case of a violation of legislation or the Agreement by the Expert, KORVO shall notify the Expert in written form and give 1 (one) week period to remedy the said violation. If the said violation is not remedied within the 1 (one) week period (or without giving any time if the related violation is not recoverable), KORVO may terminate this Agreement immediately and without any further notice or indemnity obligation. In case of violation, KORVO may also suspend the Expert’s page immediately, temporarily or indefinitely.
9.4. The Parties may terminate this Agreement at any time without compensation and unilaterally, provided that the other Party is notified.
9.5. KORVO may unilaterally and occasionally change or update the terms and conditions of this Agreement and such updates and/or changes shall take effect immediately upon the publication of the current version of the Agreement on the Platform.
9.6. KORVO may suspend the Service temporarily or permanently in any case and in any time including but not limited to cases such as violation of the applicable legislation by the Expert, frequent complaints from User about the Expert, any User suffering a damage due to the Expert's Services.
9.7. KORVO is authorized to make changes on the Platform, suspend or terminate the services provided on the Platform without any notice to the Expert and without being subject to any compensation.
9.8. If one of the Parties enters into insolvency willingly or unwillingly, goes bankrupt, delays bankruptcy, gets a trustee appointed, becomes subject to concordatum procedures or ceases its operations for good or materially changes its scope of activity, loses all or substantial portion of its assets, this Agreement may be immediately terminated by the other Party, without being subject to any compensation.
9.9. In the event that the Agreement is terminated for any reason, the already occurred but unpaid KORVO Commission and License Fee items shall be immediately paid to KORVO by the Expert.
10.1. The Expert accepts that this Agreement does not imply any undertaking in any way that he/she will receive order on the Platform at a certain frequency, that the service requests come from the Users, KORVO has no obligation in this context and that it cannot make any claims or demands against KORVO in this regard.
10.2. The powers and obligations granted to the Expert within the scope of this Agreement shall in no way be interpreted as any relationship between the Expert and KORVO as an employee-employer, subcontractor, representation, agency, etc.
10.3. In case of any dispute regarding the Agreement, electronic and physical records of KORVO shall constitute valid evidence and this provision shall be accepted as an evidential contract within the scope of Article 193 of the Code of Civil Procedure.
10.4. KORVO may conclude different agreements with different persons to be deemed appropriate related to the subject/similar to subject of this Agreement. No provision in this Agreement grants the Expert an exclusivity limiting KORVO's powers.
10.5. Circumstances that occur outside the control of the Parties, such as human and natural disasters, war, mobilization, fire, strike, lockout etc., which did not exist and could not be foreseen at the execution date of this Agreement and which occurred in a way and to a degree that would prevent either or both Parties from partially or completely, temporarily or permanently performing their obligations hereunder shall be deemed as force majeure events. The Party faced with a force majeure event shall immediately notify the other Party in writing and the performances of the Parties shall be suspended throughout the period of a force majeure event. The Agreement shall resume following the cease of the force majeure event. The obligations of the Party whose rights are not exercised during the force majeure period will also be suspended. If a force majeure event continues for more than 30 (thirty) days, then the Party whose rights are breached shall have the right to terminate this Agreement, free of any compensation.
10.6. The Expert cannot transfer or assign his/her rights and obligations arising from this Agreement to third parties without the prior written consent of KORVO.
10.7. Istanbul Central (Çağlayan) Courts and Execution Offices shall have jurisdiction in all disputes arising from this Agreement.
10.8. In case one or more of the non-essential provisions of this Agreement is deemed partially or completely invalid, this shall not affect the validity of the remaining provisions of the Agreement.
10.9. The failure of KORVO to use the provisions or rights related to this Agreement once or several times does not constitute a waiver and does not give the Expert the right to claim vested rights.
10.10. The written addresses specified in the first article are the notification addresses of the Parties, and if any address change is not notified to the other Party, the notifications to these addresses shall be considered valid notifications.