The Great Marketing Power Behind
A Record Number Of Omni-Channel Projects

1. PARTIES
This Employer Agreement is executed between Teknolog Bilgi Teknolojileri ve Sistemleri Anonim Şirketi located at Eski Üsküdar Caddesi, VIP Center No:10 Kat: 7 İçerenköy Ataşehir İstanbul (hereinafter referred to as “Setrow”) and www.setrow.com.tr owned by Teknolog Bilgi Teknolojileri ve Sistemleri Anonim Şirketi located at Eski Üsküdar Caddesi, VIP Center No:10 Kat: 7 İçerenköy Ataşehir İstanbul (hereinafter referred to as the “Employer”) in two copies and entered into force on 01.01.2011.

2. DEFINITIONS
Site: The website consisting of the domain www.Setrow.com and related subdomains;

Subscriber(s): Subscriber(s) added to the Site by methods prescribed by Setrow and added by the employer for the Services offered on the Site in line with the conditions stipulated under the Membership Agreement;

Service(s): Applications produced by Setrow as part of the Site to allow the Employer to perform the procedures and actions defined in this employer agreement;

System Access Tools: Information such as usernames, password and/or passcodes, etc. which are solely known by the employer and allows the employer to access the newsletter mailing admin page and services;

Employer(s): Real and/or legal person(s) executing this agreement with Setrow to enable newsletter mailing to customers who give consent to receive such newsletters;

Employer Account Center: Private website of the employer for performing the procedures and actions defined in this agreement which can be accessible using the system access tools.

3. SUBJECT AND SCOPE OF THE AGREEMENT
Subject of this agreement is to set forth the services offered on the Site for the Employer by Setrow, terms of utilizing such services and the rights and obligations of the parties. Subject of this agreement is all kinds of declarations such as warnings, letters and explanations made by Setrow related to use, membership and services mentioned in the agreement and/or available on the Site. By executing this agreement, Employers hereby agree to all kinds of declarations made by Setrow related to use, membership and services available on the Site. The Employer hereby agrees, declares, and undertakes to act in accordance with all kinds of matters mentioned in the said declarations.

4. RIGHTS AND OBLIGATIONS
4.1. Employer’s Rights and Obligations
a) The Employer hereby agrees, declares, and undertakes to act in accordance with all the terms contained in this agreement, the rules laid down in the relevant sections of the Site and all the regulations in force when utilizing the services available on the Site and performing any relevant action; the Employer also agrees, declares, and undertakes that all of the aforementioned terms and rules are understood and agreed.

b) The Employer hereby agrees, declares, and undertakes that Setrow shall be authorized to disclose the confidential/proprietary/trade information to the competent authorities and/or beneficiaries as required by the mandatory provisions of the regulations in force or in case it is claimed that the rights of Subscribers and other Employers and third parties are violated, and therefore, the Employer shall be entitled to claim damages from Setrow for this reason regardless of the name under which.

c) All matters related to security, storing, safeguarding from third parties, and use of System Access Tools (Username, password, etc.) which are used by the Employers to make use of the services offered by Setrow are completely under the responsibility of the Employers. Setrow shall have no direct or indirect responsibility whatsoever as to the damages which the Employers and/or third parties have or will suffer due to the omission and negligence of the Employers in matters related to security, storing, safeguarding from third parties, and use of System Access Tools.

d) Employer hereby agreed, declares, and undertakes that all procedures performed on the Employer Account Center are performed exclusively by the Employer. Employer shall not be entitled to transfer the Employer Account Center and the rights and obligations under this agreement to any third party in part or whole. Employer hereby agreed and declares that Setrow shall terminate this unilaterally and without the need to provide any preliminary information in case the Employer transfers Employer Account Center or the rights and obligations under this agreement to others in part or whole.

e) Employer hereby agrees, declares, and undertakes to send newsletters to Subscribers who have opted-in to receive newsletters with their own consent via the infrastructure provided by Setrow, and not to send spam mails by acquiring data from elsewhere.

f) Setrow shall not be liable and responsible to guarantee and undertake to review the accuracy of the information and contents submitted to Setrow by the Employers as well as the security, accuracy and legality of such information and contents, and Setrow shall not be held liable for any damages which may occur due to such information and contents being inaccurate or erroneous.

g) Employer hereby agrees, declares, and undertakes that the sent newsletters are intended to inform the Subscribers; no sales transaction is carried out via the Site and Setrow is not in any way directly or indirectly related to the sales transactions carried out via the Employer’s own site.

h) Employer hereby agrees, declares, and undertakes that the Subscribers entered to the Site will be its own customers and no data acquisition shall be made from any other source.

ı) Employers, who utilize the services offered by Setrow, can only carry out lawful transactions via the Site. Legal and criminal liabilities in all transactions and acts of the Employers carried out via the Site shall be borne by such Employers. Each employer hereby agreed, declares, and undertakes not to reproduce, replicate, distribute, or process the photos, texts, audio-visual images, files, databases, catalogues and lists available on the Site in a way that will violate the real or personal rights and assets of Setrow and/or other third parties and not to compete directly and/or indirectly with Setrow by means of such acts and otherwise. Under no circumstances Setrow shall be directly and/or indirectly held liable for the damages that the third parties may have or will suffer due to the unlawful acts of the Employers via the Site violating the provisions of this agreement.

i) Employers and Setrow are legally independent parties. There is no partnership, representation or employer-employee relations between them. Approval and implementation of the Employer Agreement shall not give rise to any partnership, representation or employer-employee relation whatsoever.

4.2. Setrow’s Rights and Obligations

a) Setrow hereby declares and undertakes that the system shall attempt to automatically send the newsletters requested by the Employer along with the information specified in article 4.1.e of this agreement and provided by the Employer to the subscribers listed under specified groups.

b) Setrow does not undertake and guarantee that the newsletters sent automatically by the system will be always received by Inboxes. Setrow is obligated to make correspondences intended to troubleshoot the technical problems related to the sent newsletters and the IP addresses assigned by the system as soon as possible.

c) Setrow reserves the right to change the services and contents offered on the Site at any time; and revoke access of third parties including the Employers and Subscribers to such contents and remove them. Setrow shall be entitled to exercise such right without prior notification and period of time.

d) Setrow shall not be held responsible for the problems and/or losses that the Employer may encounter and/or suffer due loss of access to the Site caused by technical problems.

e) Setrow shall be entitled to make changes and/or adaptations on the applications offered on the Site at any time in order to allow the Employer to carry out the procedures and actions defined in this agreement more effectively. Terms and conditions that the Employer is obligated to follow in relation to such changes and/or adaptations applied by Setrow shall be announced to the employers via the website where Setrow’s explanations regarding the use of the relevant services are published.

f) Setrow shall be entitled to use all the brands, logos and tradenames of the Employer in advertisements to be published on the Site and various medias by Setrow and/or use the same as reference without requiring any additional consent.

5. SERVICES
The capability of sending newsletters to subscribers who gave their consents to receive such newsletters via email and redirecting the subscribers to the sites upon clicking the URLs provided in such newsletters by the employers are the basis of the services offered by Setrow on the Site.

6. PRICING AND PAYMENT

a) As required by this agreement, the service fee shall vary and be calculated based on the number of newsletters sent monthly. The parties hereby agree to the package prices determined by Setrow based on the number of mailings. Mailing prices exclude value-added tax.

b) Employer shall pay the service fee which shall accrue as part of this agreement to Setrow’s bank account at Garanti Bankası Sahrayıcedit Branch (IBAN TR37 0006 2000 2770 0006 2954 25) as advance payment.

Employer shall be able to monitor the payments made and the service fees that Setrow is entitled to via the assigned employer account center.

c) Employer hereby agrees, declared, and undertakes that the specified service fees per mailing shall be offset regardless whether the sales transaction is realized between the Subscriber and/or Member and Employer in case newsletters are sent to the Subscribers as part of the services provided by Setrow.

7. PRIVACY POLICY
In addition to the scope of this agreement, Setrow may use the information related to the Employers available on the Site as part of the Privacy Policy which is annexed as ANNEX-1 and constitutes an integral part of this agreement. In addition to the scope of this agreement, Setrow mat disclose or use the confidential information of the Employers to third parties within the scope of the terms stipulated in the Privacy Policy.

8. TERM AND TERMINATION OF THE AGREEMENT
The term of this agreement is 1 year starting from the date of signing by the parties. The agreement shall be deemed to have extended for a period of one year with the same conditions unless one of the Parties notifies the other party in writing 15 days prior to the expiry of the agreement.
Setrow shall be entitled to terminate the agreement unilaterally and without requiring any prior notice and/or consent in case the Employer violates the rights and obligations stipulated in this agreement and/or violates the rules of use and services available on the Site. Setrow reserves the right to demand and collect the service fees that it is entitled to until the date of termination.

9. OTHER PROVISIONS
9.1. Intellectual Property Rights
a) All elements of the Site including but not limited to the design, text, image, HTML code and other codes (hereinafter referred to as the “Works of Setrow Subject to Copyright”) are owned by Setrow and/or used by Setrow under the license acquired from third party/parties. Companies getting service(s) shall not be entitled to resell, share, distribute, display the services, Setrow’s information and works of Setrow subject to copyright or allow for the access or use of others. Otherwise, they shall be liable for the damages suffered by third parties including the licensors and/or the amount claimed from Setrow due to such damages including the legal costs and attorney fees. Companies getting service(s) shall not be entitled to reproduce or distribute the works of Setrow subject to copyright or create or prepare works derived therefrom.

b) The assets, real and personal rights, trade information and know-how rights of Setrow including the services, information, works of Setrow subject to copyright, trademarks and all kinds of commercial-looking material and intellectual property rights or acquired via the Site.

9.2. Notification Addresses
Notification addresses of the Parties are specified on the first page of this agreement, and the notifications served to such addresses shall be valid unless change of address is notified to the other party in writing.

9.3. Agreement Amendments
All kinds of amendments and/or additions in any article of this agreement shall be valid provided that such amendments and/or additions are made in supplements that are mutually agreed and executed by the parties.

9.4. Force Majeure
Setrow shall not be liable due to delayed or incomplete performance or nonperformance of any of the acts stipulated in this agreement in cases deemed as legal force majeure. In such and similar cases, no delay, incomplete performance or nonperformance or default shall be assumed for Setrow or no claims shall be demanded from Setrow in such cases regardless of the name under which. The term “force majeure” shall be construed as events including but not limited to the natural disasters, riots, wars, strikes, communication problems, infrastructure and internet failures, power outages and adverse weather conditions which are out of reasonable control of the relevant party and which are unavoidable and inevitable despite Setrow’s due diligence.

9.5. Applicable Law and Authority
Turkish Law shall be applicable in implementation, interpretation and governing the legal relationships arising as part of this agreement. İstanbul Courts and Enforcement Offices shall be competent in all kinds of disputes arising or which may arise from this agreement.

9.6 Validity of Records
Employer hereby agrees, declares, and undertakes that the electronic records and system records, commercial records, book records, microfilms, microfiches and computer records that are stored on Setrow’s own database or servers shall be valid, binding, conclusive and exclusive evidence in disputes which may arise from this agreement; hold Setrow harmless of tender of oath and this article serves as an evidential contract in the meaning of article 287 of the code of civil procedure (HUMK).

9.7 Enforcement
This agreement and annexes consisting of 9 articles and 7 pages are issued and mutually executed by the parties in (two) original copies on 01.01.2012, and entered into force on the same date.