Article 1. PARTIES
This Customer Membership Contract ( "Contract") is concluded between;
WADFOR and CUSTOMER shall be referred to separately as "Party", and together as "Parties" under this Contract.
Article 2. PURPOSE AND SUBJECT
WADFOR provides a service to its CUSTOMER by creating a software for social media performance management services on its internet site ("Website") at https://www.wadfor.com web link. This Contract is concluded to establish a membership relationship between the WADFOR and the CUSTOMER regarding the Website. The scope and the implementation provisions relating to membership are determined in agreement between the Parties in respect of the matters governed by this Contract.
This Contract has been prepared to establish the mutual rights and obligations of the Parties within the established service.
Article 3. SERVICE SCOPE
The following services will be offered to the Customer within the scope of the monthly corporate membership established by this Contract:
Article 4. DEFINITION AND CONTENT OF SERVICES
The explanations for the scope identified in Article 3 are as follows:
4.1. Social Media Page (Account) Performance Management: Expresses that the Customer will be able to track and manage performance of its own Facebook social media pages (accounts) through the Website.
4.2. Fan Count Analysis: Expresses that the Customer can analyze the fan counts of its own Facebook social media pages (accounts) on the Website.
4.3. Fan Location Analysis: Expresses that the Customer can analyze the location of the fans’ of its own Facebook social media pages (accounts) on the Website.
4.4. Live Fan Count Tracking: Expresses that the Customer can track the change of the fan count of its own Facebook social media pages (accounts) in real time on the Website.
4.5. Live Engagement Count Tracking: Expresses that the Customer can track the change of the engagement count of its own Facebook social media pages (accounts) in real time on the Website.
4.6. Post Impression Analysis: Expresses that the Customer can analyze the impression counts of posts of its own Facebook social media pages (accounts) on the Website.
4.7. Post Engagement Analysis: Expresses that the Customer can analyze the engagement counts of posts of its own Facebook social media pages (accounts) on the Website.
4.8. Post Lifetime Analysis: Expresses that the Customer can analyze the lifetime of posts of its own Facebook social media pages (accounts) on the Website.
4.9. Competitor Page (Account) Analysis: Expresses that the Customer will be able to follow and report the performance of Facebook social media pages (accounts) of competitor brands through the Website.
4.10. Development Support: Any additional developments that, the Customer may request for the Website, will be taken to the road map for scope of development and related developments will be made as long as general use is appropriate.
4.11. Technical support: Refers to ensuring that Wadfor's Website is up and running 24/7 and that the database is backed up daily.
Article 5. CANCELLATION OF CUSTOMER SUBSCRIPTION
After the CUSTOMER violates the obligations of the CUSTOMER contained in this Contract and the termination of the violation is notified in writing, in case the infringement is not remedied within 7 (seven) days, Wadfor has the right, without prejudice to any right of compensation, to terminate the support provided to the Website together with the termination of the Contract pursuant to Article 124 of the Code of Obligations No. 6098.
After Wadfor violates the obligations of Wadfor contained in this Contract and the termination of the violation is notified in writing, in case the infringement is not remedied within 7 (seven) days, the CUSTOMER has the right, without prejudice to any right of compensation, to demand and charge loss indemnity from Wadfor together with the termination of the Contract.
Article 6. CONFIDENTIALITY COMMITMENT
During and after the expiry of this Contract, WADFOR can not disclose information communicated by the CUSTOMER in writing, verbally or otherwise, and/or the information obtained during operation, commercial, financial and technical information and documents or methods used in various fields, working methods, business volumes, completed and prepared projects, intellectual rights, all information and documents belonging to CUSTOMER to third parties without the written consent of the CUSTOMER and can not use or make it available for the benefit of other persons, institutions and organizations. WADFOR is responsible for ensuring the confidentiality of the above information, taking every precaution, acting in accordance with the principles of confidentiality, preventing the use of this information by unauthorized persons and taking all precautions to protect it from all kinds of misconduct. WADFOR is obliged to take all kinds of security precautions in order to protect and disclose confidential information and warn and inform all its personnel in this matter and to maintain them. WADFOR accepts and declares that it is obliged to take its own measures in order to ensure that its personnel do not infringe these obligations, and that it guarantees this matter to the CUSTOMER.
Article 7. PROHIBITION OF TRANSFER
Parties can not transfer or assign their rights, claims and obligations to third parties in whole or in part.
Article 8. DURATION OF CONTRACT
This Agreement shall enter into force on the date of signed off and shall remain in force for a period of 12 (twelve) months thereafter. If neither party notifies in writing 30 days (thirty) days prior to the expiry of this Contract to terminate the Contract, the Contract shall be renewed for the same period. The contract may be renewed an unlimited number of times depending on this renewal option. For each new year to be renewed, the membership fee will be re-determined by the parties one week prior to the date on which the contract will be renewed. If not decided, an increase will be applied according to the inflation rate (CPI).
Article 9. FORCE MAJEURE
Force majeure such as natural disasters, warfare, mobilization, fire, strike and lock-out, etc., occurring in a manner and at a level which may prevent one of the Parties from operational opportunities either partially or completely, temporarily or permanently and cases arising out of the control of the parties shall be deemed force majeure for the parties. The party exposed to the force majeure reports to the other party the force majeure. During the duration of the force majeure, the actions of the parties are suspended. In the event that the case of force majeure exceeds 30 days, the infringed party may terminate this Contract through public notary without compensation.
Article 10. CORRESPONDENCE AND NOTIFICATION PROVISIONS
The Parties agree that all notices to be made in accordance with the contract must be in writing, and that all addresses set forth in Article 1 are the true notification addresses unless otherwise specified in writing. The parties are obliged to notify the other party in writing of the address changes within 10 (ten) days. Otherwise, notices made to the above addresses will be accepted as valid notices.
Article 11. TERMINATION OF CONTRACT
Article 12. SETTLEMENT OF DISPUTES AND COMPETENT COURT
The parties shall endeavor to settle the disputes which may arise, but accept and declare that the Istanbul Central Courts and the Executive Directorates are authorized to settle the disputes arising from the application and interpretation of the Contract in the event of failure of settlement.