Membership Agreement

ORBIT CLUB ELECTRONIC LIBRARY MEMBERSHIP AGREEMENT

1.  Seller’s Details
Trade Name: Orbit Tekstil Danışmanlığı Sanayi ve Ticaret A.Ş.

Address: Mecidiye Mah. Tayyareci Fevzi Sk. No: 1 Beşiktaş/İstanbul

E-Mail Address: (*info@theorbitconsulting.com)

MERSİS No: (*0645065005700001)

Registered Electronic Mail Address: (*info@theorbitconsulting.com)



2.   Subject Matter of the Agreement and Effectiveness
This Membership Agreement (“Agreement”) defines and governs the respective rights and obligations of the Member and Orbit in connection with electronic library and e-bulletin products and services to be provided by Orbit Tekstil Danışmanlığı Sanayi ve Ticaret A.Ş. (“Orbit”) over web site (“Web site”) at www.theorbitconsulting.com and purchased by Orbit Club member (“Member”),

Orbit and the Member shall be hereinafter referred to as the “Party”, and the “Parties”, hereunder.

The Agreement shall be executed, and become effective upon its execution, when the Member launches its membership by approving the Agreement online over the Website.  The Member represents that upon its approval of the Agreement, it has read and understood the Agreement in its entirety and has accepted its terms and conditions.

Additions, deletions and amendments may be made to the provisions hereof. Amendments in the course of an existing membership shall become valid and applicable in line with Article 7(iii) hereof. As for membership renewals, the Agreement shall be valid and applicable in its current version approved by the Member on the renewal date for such period for which the membership is to be renewed.

In the event that any provision of this Agreement is cancelled or declared unenforceable by any competent court or any other decision-making authority, other provisions of the Agreement shall remain valid and applicable.

3.   Definitions
Following terms refer to the meanings set opposite to them when they are used under this Agreement:

Orbit: means Orbit Tekstil Danışmanlığı Sanayi ve Ticaret A.Ş.,

Orbit Club: means the overall name of membership to electronic library and printed publications where the Content is provided to Users and which is administered by Orbit;

Website: means the website which is administered by Orbit and where the Content shall be maintained and shall be available for access to members;

Member: means a corporate or individual member, which is a party to the Agreement (a natural or legal entity),

Content: means reports, news, other written or visual contents which are uploaded by Orbit to Orbit Club library and which is presented for the access of Members,

User: means any natural person who shall have access to Orbit Club under corporate membership status.

4.   Notification Addresses
The e-mail address that Member provides via the membership form shall be used for all Agreement-related notices, including invoices. Member agrees and represents that it shall be obliged to inform Orbit about any updates to its e-mail address within 3 (three) days; that in case it acts in breach of this obligation, notices to be sent to its obsolete e-mail address shall be deemed valid and applicable.

Parties further agree and represent that notices shall be valid and applicable in case they are exchanged as between their Registered Electronic Mail (REM) address that they designate as notification address during the membership application as well as notices to be served by registered mail with return receipt to their contact addresses.

Notices to be sent by the Member to Orbit hereunder shall be valid and applicable only if they are sent to the addresses above.

5.   Protection of Personal Data
A natural person Member represents that upon his approval of the Agreement, he has read and understood the “Information Notice for Processing Personal Data of Members” which has been drafted by Orbit as the data controller and posted over the Website pursuant to the Law no. 6698s on the Protection of Personal Data.

A natural person Member agrees, represents and undertakes that when personal data need to be updated, he shall immediately apply such changes over the Website; that unless and until he applies those changes, he shall not hold Orbit liable for any losses that he may sustain on account of his obsolete personal data.

6.   Rights and Obligations of Parties
i.      Services to be provided, and Fee
Orbit undertakes to provide the Member in case of individual memberships, and the Member itself and such number of its Users included in the package, with access to Orbit Club platform and to send e-bulletin to them during the term of their membership.

Member agrees and undertakes to pay Orbit, in cash and in lump sum, the total fee for Orbit Club membership package chosen by it on the membership page.

ii.    Intellectual and Industrial Rights
a)     Contents provided under the Agreement may only be used by the Member to get information and to assist in researches. All intellectual and industrial property rights in and on all Contents published at Orbit Club platforms and transmitted to the Member shall be the property of Orbit.

b)     Member may cite or quote the Contents only subject to the fair use limits under the rule of good faith and integrity. In case of a citation from any publication from Orbit Club platforms, the Member shall make a reference to Orbit’s full trade name and Website in a manner easily visible to the reader.

c)     Orbit shall be the exclusive owner of all rights in and on all distinctive components used in the products and services offered by Orbit hereunder, including all registered/ unregistered trade marks in relation to Orbit Club as well as the website and publication designs. Member agrees and represents that he shall have in no event acquired any utilization rights over these components (for commercial or individual purposes).

iii.  Miscellaneous
a)     Orbit may change contents and diversity of, or may add new contents to, or update or remove existing contents in, the electronic library available for the access by Members through Orbit Club at all times without any prior notice to Member. All its rights to create and edit the Content remain reserved. Member hereby agrees and represents that he may not assert any right upon the change or removal of the Content.

b)     Member agrees, represents and undertakes that he shall not hold Orbit liable for any indirect or direct loss that it may sustain on account of the data available in the Content.

c)     Orbit shall open Orbit Club platform to the access of Member (and in case of corporate memberships, its Users) under such membership package chosen by Member during membership registration, and shall send electronic bulletin with sectoral news and/ or other information to such e-mail address of Member designated on the membership form at such intervals available under the package.

d)     Fees charged by Orbit for library membership packages are given under the “Membership” menu on the Website. Member agrees, represents and undertakes to pay the fee set as the price for the package purchased by it in lump sum and immediately by means of any payment method described on the Website.

e)     In case of corporate memberships, Contents in line with the package purchased by Member shall be made available to the access of multiple Users. In this case, Orbit shall define a randomly assigned user name and password for each User for access to Orbit Club. Member agrees, represents and undertakes that it shall not exceed the number of Users set under the membership package purchased by it and that it shall not provide Orbit Club access to more than one User at one time. Where Member is discovered to have allocated Orbit Club access to such number of users exceeding the number set out in its corporate membership package, Orbit shall take all technical and administrative measures to prevent such access in violation of the Agreement and shall give a written notice to Member. Orbit reserves its right to suspend or terminate Orbit Club membership of the Member without any prior notice. Member agrees that in such a case there shall be no deduction from or refund of the fee paid or undertaken by it to be paid for membership package.

f)      Member represents and undertakes that its data notified to Orbit by means of membership form completed by it are true, correct and current. Member further agrees that the Agreement may be unilaterally terminated by Orbit in case Member is discovered to have acted in breach of this provision.

g)     Member represents and undertakes that it shall maintain the security of its user code and password details and shall not disclose them to third parties. Any changes, requests and all other operations performed over Orbit Club platforms by using the user name and password assigned to the Member shall be deemed to have been executed by the Member. Member shall be further liable to ensure the security of such devices and connections it uses to have access to Orbit Club platforms. Member may not held Orbit liable for any direct or indirect loss that it may sustain on account of any violation of this provision by it or its Users.

h)     Membership shall be valid and effective as between Member itself and Orbit, and Member may not assign its Orbit Club membership and its rights and obligations hereunder to third parties.

i)      Member represents and undertakes that it and its Users shall use the Website and other Orbit Club platforms as well as database made available for their access only for the procurement of such services and products agreed hereunder in line with the rules of good faith and integrity; that it shall not use them for any other purpose; that it shall not use them to disrupt the functions or to test them by means of cyber-attacks and similar methods and that it shall not make them available for the access of third parties. Member agrees, represents and undertakes that in case Member or its Users act in breach of this provision, Orbit may terminate this Agreement with immediate effect and without any further notice; that upon the termination of Agreement this way, no fee shall be refunded to it and it may be held liable for all direct and indirect losses that Orbit may sustain because of such violation.

j)      Member agrees and represents that Orbit shall assume no liability in connection with products and services promoted by third party producers and certificate consultants at Orbit Club library. Orbit may not be held liable for any direct or indirect losses that Members may sustain on account of operations of third parties that they make deals on account of the Content published at Orbit Club.

7.   Termination
i.       Orbit may at its sole discretion suspend or cease all products and services provided over Orbit Club without any further notice. In such a case, a fee shall be refunded by using the same method used by Member for payment and by pro rating the time during which Orbit Club makes use of under its Membership to the total Agreement term.

ii.     Member agrees that provided that other provisions of the Agreement and the provisions of the Consumer Rights Protection Law no. 6502 remain reserved, it may not unilaterally terminate the Agreement; that even if it does not use its current membership, fees already paid or undertaken to be paid shall not be refunded by Orbit.

iii.    If Orbit deems it necessary to make a significant amendment under the Agreement whose performance is underway, said amendments shall be sent to Member via Website to its e-mail address provided at the onset of membership, and Member shall be asked to approve the Agreement in its new version within 7 (seven) days following the service of the Agreement. In case amendments are not accepted by the Member during that period, Orbit may continue to perform the Agreement in its current version or may unilaterally terminate it. Where this Agreement is terminated by Orbit for that reason, the access time provided between the membership onset date and the termination date of the Agreement shall be determined by pro rating it to the Agreement term, and fee refund shall be made by means of the method used by the Member for its payment.

 

8.   Consumer Rights
Where Member is in the capacity of a consumer pursuant to the Consumer Rights Protection Law no. 6502, Member may apply to consumer issues arbitration panel or consumer court in the venue where Member resides or purchases goods and services subject to monetary limits set by the Ministry of Commerce every December to file complaints and objections in line with the Regulation on Distance Contracts.

The Agreement shall not be subject to withdrawal right pursuant to Article 15(ğ) of the Regulation on Distance Contracts as published in the Official Gazette on 27 November 2014.

9.   Force Major Events
Where it is understood that the Company shall not be duly performed on account of force major events, that are beyond the control of the Parties, may not be foreseen or that prevent the performance by the Parties of their obligations or render such performance extremely challenging and/ or cause a late performance, each Party may unilaterally terminate this Agreement on the condition that it shall give a written notice to the other Party. The Parties agree and represent that the termination of this Agreement due to force major event shall in no event entitle either of them to a direct or indirect compensation.

10. Applicable Law and Jurisdiction
Following provisions shall be applicable in case the Agreement is executed with Members who are tradesmen or public legal entities under Turkish Code of Commerce no. 6102.

i.       This Agreement shall be governed and construed according to Turkish law.

ii.     Istanbul Central (Çağlayan) and Execution Offices shall have jurisdiction over the settlement of disputes arising from this Agreement.