END USER SERVICE AGREEMENT

DEFINITIONS

KOMPASS: Kompass Bilgi Dağıtım Hizmetleri A.Ş., exclusive distributor and licensee of KOMPASS INTERNATIONAL S.A. in Turkey and Turkish Republic of Northern Cyprus.

Advertisement(s): Advertisement in any format and/or with any commercial information message created and/or published by KOMPASS on the Client's behalf in the context of the Visibility Services.

Database(s): Any database belonging to KOMPASS INTERNATIONAL.

Purchase Order: refers to the purchase order signed and accepted by the Client for the purpose of subscription to one of the Services indicating the nature, price and modalities of a Service and of the options subscribed for by the Client. The Purchase Order may be sent and accepted via electronic mail.

Client: Any business client who has subscribed to a Service offered by KOMPASS.

Distribution Agreement: Distribution agreement concluded between KOMPASS and KOMPASS INTERNATIONAL.

Export Credits: Purchase units for the extraction of data from a Database.

KOMPASS INTERNATIONAL: KOMPASS INTERNATIONAL S.A., owner of the Database and related rights.

Advertising Material(s): Content of an Advertisement and any element necessary for the preparation of such content - including in particular any text, message, still or moving image, file, trademark, designation, slogan, logo, domain name, URL, commercial information, promotional advertisement, description of the activity, etc. - made available to KOMPASS by the Client for the purpose of performing a Visibility Service, together with any commercial information supplied by the Client to KOMPASS in view of enhancing its company file in the Database.

Prospecting: All Services enabling the Client, for purposes of prospecting, to engage in Use, in accordance with the modalities and within the limit of options subscribed for by the Client. (e.g.  EasyBusiness).

Service(s): All services offered by KOMPASS under different names and trademarks and connected to Prospecting and/or Visibility.

Space(s): Space made available to the Client by KOMPASS on the Websites and on partner websites in accordance with the terms of the offer subscribed for by the Client for publication of an Advertisement.

Partner Networks: sets of distributors of products and services developed by KOMPASS INTERNATIONAL and sold under the KOMPASS brand, such as those stored on the Database and/or the Websites.

Website(s): The website(s) of KOMPASS, KOMPASS INTERNATIONAL or other Partner Network members.

Subscription(s): refers to the client's signature of the Purchase Order for ordering a Service.

Use: Any act (i) of access and/or (ii) of consultation and/or (iii) of export and/or (iv) of extraction and/or (v) of exploitation of data relating to companies contained in the Database in accordance with the modalities and within the limit of options subscribed for by the Client.

Visibility: All Services offered by KOMPASS corresponding (i) to the sale of advertising spaces on the Website and/or (ii) to technical services intended to optimise the visibility of the Client's commercial information and/or the referencing of this information by the search engines of the aforementioned Website and/or (iii) to the creation of advertising content or advice relating to said content (ex: Booster).

1.            PURPOSE

This End User Service Agreement (hereinafter "General Conditions") set out the general contractual rules and principles applicable to the relationship between the Client and KOMPASS (hereinafter the "Parties") in the context of the Services, and the special conditions applicable to Prospecting (Article 9) and Visibility (Article 10) respectively. These General Conditions are also binding on any intermediary acting on behalf of a Client.

2.            Subscription

The Subscription for a Service by the Client implies full and entire acceptance of the General Conditions and the Purchase Order.

The Client undertakes to check the Purchase Order edited by KOMPASS before signing or accepting it and shall not seek to have KOMPASS held liable for any errors or omissions.

I.           provisions APPLICABLE to all services

3.            INDIVISIBILITY  

Any Service subscribed to by the Client is indicated and itemised in a Purchase Order.

The General Conditions and Purchase Order form an indivisible whole.

4.            TERM OF THE SUBSCRIPTION

KOMPASS proposes Services (i) on a per service basis or (ii) by subscription during a period specified in the Purchase Order.

The effective date corresponds to the date of signature of the Purchase Order or, in the absence of a stated date of signature, to the date of issue of the Purchase Order.

5.            services unavailable

KOMPASS may remove any Service from its product and service offer at any time. If it does so and the withdrawn Service is covered by a Subscription, KOMPASS will notify the Client 1 months before the Service is definitively discontinued.

6.            RESPONSiBILITies

KOMPASS's liability cannot be incurred for unforeseen or unpredictable losses and, even in the event of fraudulent misconduct, KOMPASS cannot be held responsible for direct/indirect damage suffered by the Client, in particular loss of earnings, loss of market or client-base, non-realisation of expected profits, any increased costs, harm to third parties or even commercial harm related to performance of the Services by KOMPASS. KOMPASS does not guarantee that its Services correspond to the Client's specific needs or specifications.

More specifically, KOMPASS shall use all due care in collecting and updating the data in the Databases but cannot be deemed responsible for any minor omissions, inaccuracies or errors affecting the information in the Database, nor the consequences thereof for the Client. KOMPASS also cannot be held responsible for any malfunctions or telecommunications problems affecting the Database or any viruses or hacking attacks by third parties.

II.         special provisions APPLICABLE to prospecting and visibility services

7.            prospecting

The provisions of this Article 9 apply exclusively to Subscriptions to a Prospecting Service.

7.1          DATABASE ACCESS AND USE

The Client is responsible for the use of connection logins that are communicated to it. In the event of loss, theft or accidental disclosure of connection logins, the Client shall immediately so inform KOMPASS who shall send new connection logins to the Client and shall immediately implement the necessary measures for preventing any connection from the logins that were disclosed. Any costs involved in creating and sending new connection logins are at the Client's expense.

7.2          QUALITY OF SERVICE

KOMPASS undertakes to deploy all necessary resources for ensuring consistency, continuity and quality of the Services offered. In this respect, KOMPASS is bound only by an obligation of best-endeavours.

7.3          MODIFICATION AND UPDATING OF THE DATABASE

KOMPASS regularly updates the data contained in the Database. The volume of information included is in constant growth. KOMPASS shall not however be held responsible for any omissions, inaccuracies or errors affecting said data, nor for any consequences that may result from them for the Client.

7.4          -DISCONTINUANCE OF THE CONTRACTUAL SERVICE

In the event of discontinuance of a Service paid for by subscription, whether subsequent to early termination for any reason whatsoever or through expiry of the agreed term of subscription, the Client is required to cease any form of Use (without prejudice to Article 9.7).

Export Credits purchased but not used by the Client during the period of its subscription are irrevocably lost. They cannot be either refunded or carried forward in the event of a new Subscription to a Service.

8.            VISIBILITy

The provisions of this Article 10 shall apply exclusively to Subscriptions for a Visibility Service.

8.1          PROVISION OF SPACE AND REFERENCING

8.1.1         SALE OF SPACE

It is the Client's responsibility to make available to KOMPASS the final Advertising Material intended for publication in the form of an Advertisement.

8.2          REFUSAL OF ADVERTISING MATERIAL

KOMPASS reserves the right at any time to refuse any Advertising Material which, in any manner whatsoever, would seem to it:

• to present a character that is contrary to the legislation or regulations in force, to good morals or to public order;
• not in accordance with KOMPASS's commercial policy. In this case, KOMPASS reserves the right to ask the Client to modify the Advertising Material in order to bring it into compliance with its commercial policy or, if the Service subscribed for includes a service for creation of an Advertisement, to propose an acceptable alternative, without this being an obligation for KOMPASS.

8.3          INTELLECTUAL PROPERTY RIGHTS

8.3.1         KOMPASS INTELLECTUAL PROPERTIES

KOMPASS holds all intellectual property rights relating to any Advertisement created on the Client's behalf in the context of the Visibility Services, subject to the Client's rights over any Advertising Material included in the Advertisement in question described in Article 10.5 of the General Conditions. The Client is not authorised to publish such an Advertisement on a third party advertising space outside of the stipulations provided in the Purchase Order and/or without prior agreement in writing from KOMPASS.

8.3.2         INTELLECTUAL PROPERTY RIGHTS OF THE CLIENT AND LICENCE

The Client expressly declares that it holds all rights (literary and artistic property, trademarks, trade names, protected designations, designs and models, rights for use of the image or other third party personality attributes) on all elements (documents, contents or advertising messages, etc.) that make up the Advertising Material sent to KOMPASS, and which are necessary for performance of the Visibility Services, and that these are in compliance with all legal and regulatory rules in force.

For the requirements of the Services, the Client shall grant to KOMPASS, free of charge, a non-exclusive and non-transferable (with the exception of possible subcontractors of KOMPASS solely for the requirements of the Services) licence to use the Advertising Material worldwide for the duration of the Services.

This licence includes:

-    a right of reproduction including in particular the right to fix, to have fixed, to reproduce, to have reproduced, to record, to have recorded the Advertising Material; the right to establish and to have established, in whatever number that may please KOMPASS, any duplicates or copies of the Advertising Material;

-    a right of adaptation of the Advertising Material in line with the Client's instructions and with technical and commercial necessities of the different modes of operation;

-    a right of communication to the public of the Advertising Material solely for the purposes of publicity, visibility or promotion in the Client's favour by any means, and in particular on the Internet, including the Websites and network of KOMPASS partners.

Any other use of the Advertising Material by KOMPASS is subject to prior agreement in writing from the Client.

Within the same limits, the Client hereby grants KOMPASS the right to reproduce, adapt, and communicate its logos.

8.4          RESPONSIBILITIES

8.4.1         KOMPASS RESPONSIBILITIES

KOMPASS cannot be held responsible for the non-compliance of an Advertisement with the local legislations of countries where the Advertisement is distributed. KOMPASS offers to the Client the possibility of receiving, free of charge, requests for information in relation with its activity. However, KOMPASS shall not under any circumstances be held responsible in the event that a Client does not receive such information during the period of the Service. As a general rule, KOMPASS does not guarantee the success of an Advertisement nor that its Services will lead to an increase in the number of visitors and/or customers on the Client's website, or in the number of deals signed by the Client.

8.4.2         CLIENT RESPONSIBILITIES

The Client is solely responsible for the Advertising Material sent by the latter to KOMPASS.

The Client guarantees the compliance of the Advertising Material included at its request in an Advertisement or company listing with the legislation and regulations in force.

The Client declares that it is not bound by any reservation or claim formulated by third parties with regard to its rights over the Advertising Material.

KOMPASS declines all responsibility with regard to the deficiencies or errors that may result from use of the Advertising Material submitted by the Client.

III.        GENERAL PROVISIONS

9.            MODIFICATION of general conditions

KOMPASS hereby reserves the right to modify, at any time, the General Conditions applicable to any new Subscription.

The applicable General Conditions that accompany the Purchase Order at the time of Subscription shall be those applicable to the Service contracted by the client.

10.          INTELLECTUAL PROPERTIES

The Subscription to a Service shall not imply the disposal of any intellectual property right to the profit of the Client. The Client shall only be authorised to use KOMPASS products and services for business purposes and in view of meeting its in-house requirements strictly within the limits of the Services subscribed for.

The Client shall not make mention or use of the name, designation, trademarks and logos or other titles, whether or not commercial, of KOMPASS, KOMPASS INTERNATIONAL or its affiliates without its prior agreement in writing.

The Client is expressly prohibited from reproducing, representing, adapting, hiring, transferring, commercialising and, more generally, using all or part of the KOMPASS products or services to the profit of third parties to the Client, for any purpose whatsoever, free of charge or against payment, and by any means whatsoever.

The Client shall not transfer, encode, grant sub-licences, or transmit in any way whatsoever the aforementioned right-of-use.

11.          NON COMPETITION

The Client holds a simple right of use over the Databases, which is strictly limited to the Use stipulated in Article 9.7. This right is non-transferable, non-exclusive and strictly limited to the period of the Services solely for the requirements of its activity and on _____ territory, TO THE EXCLUSION OF ANY ACTIVITY LIKELY TO BE DIRECTLY OR INDIRECTLY IN COMPETITION WITH KOMPASS'S ACTIVITY.

The following is understood to be an "activity directly or indirectly in competition with KOMPASS's activity":

• publishing or exploitation of databases, in all forms and on all media, such as paper directories, digital media and on-line publishing on Internet type digital networks;
• supply of all associated services: information delivery, printing work, handling, routing, sending of mail and email in all its forms;
• supply and marketing of advertising services.

The following is also prohibited: total, substantial, or partial extraction from or use of the Database on another medium, duplication in any form whatsoever of all or part of the Database, wrongful extraction of a non-substantial part of its Databases for the purpose of resale, rental, or incorporation of this data in any new business product or service.

12.          PERSONAL DATA pROTECTION

KOMPASS undertakes to comply with regulations applicable to the protection of personal data.

Data of a personal nature that are indicated by the Client when creating the account (last and first names, together with telephone numbers, postal and email addresses that can be linked to an identified or identifiable person), may be used by KOMPASS and its partners for the requirements of managing said account and performing the Services. It is also accepted that said data may be used for commercial purposes in order to promote the products of KOMPASS, its affiliated companies and/or its trading partners in the context of email or direct mail campaigns, within the limits specified by applicable legislation. KOMPASS may thus legitimately consider that the person concerned has given their consent. If data of a personal nature does not relate to the Client (or to the person representing it for this purpose), but concerns a third party, the Client shall ensure that said third party has been informed of this clause and has given their consent. In the opposite case, it shall assume all consequences and shall hold KOMPASS harmless against any right of recourse from the third party in question and/or the competent authorities. 

13.          Force majeure

All unavoidable events and circumstances, external to the parties, unforeseeable, inevitable, outside the control of the Parties and which cannot be prevented by the latter, despite all reasonably possible endeavours, shall be deemed cases of force majeure. The unavailability for any reason whatsoever of the KOMPASS Website or Services due to a cause that is external to KOMPASS is expressly considered to be a case of force majeure or act of God.

In a case of force majeure, the Parties come together with a view to examining the impact of the event and agreeing the conditions under which performance of the contract will be continued. If the case of force majeure lasts for longer than 1 month, these General Conditions can be terminated by the aggrieved party.

14.          NATURE OF THE OBLIGATIONS AND GUARANTEES

KOMPASS shall fulfil its obligations with diligence and in accordance with the best practices in use in its business and shall therefore only be held to an obligation of best-endeavours.

KOMPASS, despite its best endeavours, does not guarantee the continuous and error-free operation of its Websites such as www.kompass.com, whatever the cause of the malfunction.

 

15.          TERMINATION

In the event of the Client's breach of any obligation in respect of one of the provisions of these General Conditions, Special Conditions or the Purchase Order, KOMPASS reserves the right to terminate the contract at any time and without compensation on condition of notice sent to the Client and remaining without response 7 working days after its receipt, without prejudice to KOMPASS's entitlement to compensation for the prejudice suffered.

In the event of termination of this General Conditions of Sale by the Client without cause or in the event of termination of the General Conditions of Sale with just cause by KOMPASS; the Client shall be obliged to pay the entire cost of the Services specified in the attached Purchase Order immediately to KOMPASS. Just causes are the conditions one Party refers to when the other Party does not fulfill its contractual obligations hereunder.

16.          APPLICABLE LAW AND JURISDICTION

The contractual relationships subject to these General Conditions are governed in accordance with Turkish law. The stipulations of the Purchase Order and these General Conditions shall therefore be interpreted and subject to Turkish law.

In the event of any dispute, Istanbul (Çağlayan) Courts and Execution Offices shall have jurisdiction.