This User Agreement (“Agreement”) has been signed by and between the User (merchant or tradesman), who registered on the Portal or used it in any way, and Hedef Medya Tanıtım İnteraktif Medya Pazarlama A.Ş. (“EUROMSG”), residing at D-Ofis, Maslak Mah. Büyükdere Cd. No:249 Sarıyer/Istanbul. Entering this website, using any information on the website or performing the registration process means that you accept the following conditions. EUROMSG and the User will hereinafter be referred to collectively as “Parties” and separately as “Party”. In this Agreement, User refers solely to merchants or tradesman, as real persons are not provided with services within the scope of the Agreement.
The following definitions will express the meanings specified in this Agreement:
- Recipient: Persons who, within the frame of this Agreement’s provisions, have willingly shared with and allowed for the processing of their information by the USER, and will be sent e-mails by the USER with the e-mail marketing system provided by EUROMSG,
- Interface: Web pages commanding the computer program for carrying out all kinds of transactions on the Portal for the designs used by the USERS, protected under the Law on Intellectual and Artistic Works No. 5846 and with all intellectual rights owned by EUROMSG,
- euro.message campaign module: The module that enables e-mail management on the euro.message System,
- euro.message Service: The campaign management system and web-based campaign management software package that can be sent to Recipients by the USERS via mass e-mailings with the infrastructure and software support provided by EUROMSG,
- E-mail address: Electronic mail address,
- EUROMSG Anti-Spam Policy: The policy regarding undesirable content published on https://www.euromsg.com/tr/anti-spam-politikasi, which must be followed by the USER for the services to be provided by EUROMSG under this Agreement,
- Service: Services to be provided by EUROMSG to the USER under this agreement,
- Law: The Law on the Regulation of Electronic Commerce No. 6563,
- Personal Data: All kinds of information regarding an identified or identifiable natural person,
- User: Merchants or artisans who register on the Portal and/or benefit from the services offered on the Portal under the conditions specified in this Agreement and/or access the Portal,
- User Account: The USER-specific website accessed on the Portal with the username and the password provided and promised to be used exclusively by the USER, where the USER carries out the works and procedures required to benefit from the services offered on the Portal and views the reports on the provided services upon updating their information,
- Legislation: Laws and secondary regulations,
- Coupon Code: The code that may be distributed by EUROMSG for promotional purposes, allowing the sending of a certain number of e-mails to users within a certain period,
- Approval: Permission/approval of the Customer to send commercial e-mails within the frame of the Regulation, obtained from the recipient in accordance with the Applicable Law,
- Portal: The EUROMSG website with the domain name of www.euromsg.com (or another domain name that may be determined by EUROMSG in the future), allowing the euro.message service to be used over the internet,
- Advertisement: Any textual and/or visual promotion of information, announcements or campaign content that does not violate the law and public order, to be sent by the USER to the Recipients via e-mail with the euro.message Service,
- Applicable Law: All kinds of legal regulations to be complied with during the use of the Services,
- Fees: The fees that the USER will pay for EUROMSG services within the frame of this agreement’s provisions,
- Regulation: The Regulation on Commercial Communication and Commercial Electronic Messages.
SUBJECT AND SCOPE OF THE AGREEMENT
The subject of this Agreement is the regulation of the mutual rights and obligations of the parties regarding campaign management and sending of SMS via e-mail with EUROMSG’s software support and infrastructure service with the authorized marketing method to the database compiled by the CUSTOMER in accordance with the Law, Regulations and other applicable Law. EUROMSG is an Intermediary Service Provider within the scope of the Law and Regulations and is exclusively subject to the obligations and rights specified in the Legislation.
By accepting the provisions of this Agreement, the USER accepts all kinds of statements made by EUROMSG regarding usage, membership and all services on the Portal. The USER accepts, declares and undertakes to act in accordance with all matters specified in the aforementioned declarations.
GENERAL TERMS OF SERVICE
- The USER must fill out the registration form and confirm the accuracy of the information in order to obtain the rights and powers arising from the registration as defined in this Agreement. In order for the USER to use the euro.message Service, it is necessary for the USER to register and pay the fee for the relevant service package and for EUROMSG to confirm the registration and payment transactions.
- The USER accepts, declares and undertakes to provide the information requested by EUROMSG in a complete, accurate and up-to-date manner, and to immediately notify EUROMSG of any changes that may occur in this information. The USER accepts, declares and undertakes to compensate for any damages that may be suffered by EUROMSG due to incomplete, untrue or outdated information. EUROMSG reserves the right to suspend the service due to incomplete, untrue or outdated information.
- In order to register and use the portal, it is necessary to be authorized to represent and bind the legal person and not be under the age of 18. The real person who will register on the Portal on behalf of the legal person undertakes that they have the authority to represent the relevant legal person for the transactions to be performed within the scope of the services provided by EUROMSG. If it is determined that they are not authorized for representation, the real person accepts and undertakes that they will be personally responsible for all present and future obligations.
- The responsibility for security information determined by the USER and required for logging in to the Panel, such as username and password, solely belongs to the USER. EUROMSG will not be responsible for unauthorized logging in to the Panel and unauthorized use of the euro.message Service as third parties get hold of this information due to insufficient protection by the USER.
- The Recipients’ data is uploaded exclusively by the USER to this account assigned to the USER, and the USER is solely responsible for all this data. The USER accepts and undertakes that EUROMSG cannot obtain approval for sending commercial e-mails with the purpose of promoting or marketing the USER’s goods and services, and will not make any requests in this regard.
- The USER agrees, declares and undertakes that they will only upload the data required for the performance of the service to be received under this Agreement to the assigned account.
- The USER is exclusively responsible for the legal compliance of the data uploaded to the Portal. If EUROMSG detects that the Recipients’ permission or approval was not obtained for sending messages despite being legally required, illegal data or SPAM is sent via EUROMSG servers and/or there are Recipient lists that will reduce the reliability of EUROMSG IP addresses, it may terminate this Agreement immediately and in writing and completely cease the Service at any time without prejudice to its other rights.
- Those who benefit from the services provided by EUROMSG and use the Portal can only make transactions on the Portal for legal and Applicable Law purposes. The legal and criminal responsibility for every user transaction and action on the Portal belongs to the relevant users.
- EUROMSG will provide the technical infrastructure necessary for the USER to fully utilize the euro.message Service and have the advertisements sent out without any problems. EUROMSG cannot be held responsible for its failure to timely fulfill its commitments subject to this Agreement due to technical malfunctions that may occur with access and hosting providers, internet infrastructure malfunctions that may occur beyond the control of EUROMSG, partial or complete restriction of internet access as a result of administrative or judicial decision and similar technical problems. However, after the resolution of the technical failures arising from third parties that caused the service to be disrupted or delayed, incomplete or due services and commitments will be fulfilled by EUROMSG within a reasonable time period.
- EUROMSG will back up the data uploaded by the USER to the euro.message Service. However, in case of data corruption or deletion due to the fault of the USER or its authorized personnel or a technical failure caused by third parties, EUROMSG will not responsible for data loss occurring between the date of the last backup and the date of the data loss.
- The PARTIES are responsible for ensuring compliance with the Applicable Law, protection without prejudice to the relevant Applicable Law provisions, and taking the necessary measures to prevent illegal access and processing for the data they obtain in line with the transactions they make and the services they provide within the frame of this Agreement. The parties accept, declare and undertake that prior approval must be obtained from the relevant person in order for the Personal data to be shared with third parties, processed and used for other purposes.
- EUROMSG is responsible for advertisements that cannot be sent out due to errors or malfunctions in the software or infrastructure of the euro.message Service, and no additional fee will be charged for resending advertisements that are inaccurate, incomplete, falsely sent or not sent at all.
- Each of the parties accept, declare and undertake to compensate the other Party’s damages arising due to their violation of the obligations or commitments specified in this Agreement, and if the other party is sanctioned as a result of the legal, administrative and criminal processes initiated ex officio or at the request of third parties, the other party will have the right of recourse.
- In case there are situations that require compensation due to their fault or failure to fulfill their obligations, including, but not limited to the responsibilities specified in this Agreement, the Parties accept, declare and undertake that EUROMSG’s maximum responsibility for all claims arising within the scope of this Agreement will be related solely to the actual direct damages and the compensation payable resulting from the sum of claims will be, in any case, limited to the contract price for one month, regardless of the basis of the USER’s claim for compensation against EUROMSG (including claims for fundamental breach, negligence, misleading statements or other contractual claims or tort cases).
- EUROMSG is obligated to provide the USER with service limited to the content of the service package to be purchased under this Agreement.
PROVISIONS ON COMMERCIAL ELECTRONIC MESSAGES
- The USER undertakes that, in all submissions made with the euro.message Service, they will provide introductory information to the extent that the Recipients will recognize them as the real or legal person making the submission, and will not make anonymous submissions or submissions containing content that cannot be understood by the Recipient.
- The USER accepts, declares and undertakes that the submissions made to the Recipients within the scope of this Agreement will comply with the Applicable Law.
- The USER accepts and undertakes to provide a link (hyperlink) or contact address that will allow the Recipient to state that they do not want to receive e-mails with ad content, offer the Recipients a convenient way out of the system. E-mails sent without offering a way out will be interpreted as violation of the Law and the Regulation, submission to Recipients stating that they do not want to receive messages will be stopped within 24 (twenty-four) hours and the USER will not be able to resend messages via the Euro Message Service without obtaining the consent of the Recipients.
- The USER accepts and undertakes to grant a right to refusal that is specific to the channel through which the message was sent. For the avoidance of doubt, e.g., a message sent by e-mail will provide a way out by e-mail.
- The USER accepts and undertakes that the advertising content in the e-mail messages to be sent to the Recipients will comply with the law, public order, public morality, rules on competition, EUROMSG Anti-Spam Policy, Legislation and the Applicable Law, and the visual and audio materials to be used in advertising content will not violate the intellectual and industrial rights of third parties such as trademarks, patents, utility models and industrial designs. The USER accepts, declares and undertakes in advance that EUROMSG is not obliged to check compliance with the Applicable Law for the message content, and the USER is exclusively responsible for the compensation of any damages that may arise accordingly. The USER’s violation of this article will form a material breach of the agreement, and EUROMSG will have the right to immediately and unilaterally terminate the agreement.
- EUROMSG reserves the right to close the USER Account to access and use if a campaign submission receives more than 15% bounce (incorrect, incomplete or non-existent e-mail address) points. In case of repetition of the aforementioned situation, EUROMSG will have the right to immediately terminate the Agreement.
PROVISIONS ON EXPRESS PACKAGES
- Provided that they pay the fee only once within a single package period, USERS using Express 5, Express 10, Express 25 and Express 50 packages have the right to upgrade their packages (“Package Upgrade”).
- The Package Upgrade process takes place after the USER selects the upgrade package and pays the fee. With the Package Upgrade process, the package period and monthly billing period are also updated. In other words, the next package renewal and invoice date will be updated one month after the Package Upgrade.
- The package submission rights before the Package Upgrade will be valid until renewal with the new package and the invoice date. During the ongoing package periods, the USER will only have the rights to use the upgraded package.
- The USERS using Express5, Express10, Express25 and Express50 packages have the right to downgrade their packages (“Package Downgrade”) only once and within the package period.
- The Package Downgrade request of the USER will be valid as of the next package period, and the USER, who has the right to use its remaining rights during this period, will have the right to withdraw from the Package Downgrade request by notifying EUROMSG.
- The USER is obliged to update the number of members in the euro.message Service within the frame of the new package to be determined in line with the Package Downgrade request. Otherwise, the USER’s use of the euro.message Service will be restricted.
PROVISIONS ON COMMITTED SUBMISSION PACKAGES
- The USER has the right to purchase Submission Packages for the long periods determined and offered by EUROMSG. The USER is obliged to pay the entire fee with the purchase, regardless of whether it uses the Service during the commitment period for the selected submission package.
- If the USER purchases the committed submission package, it will accept and declare that the content of the relevant package will be reset and reinstalled at the beginning of the next month, i.e., the package content not used in the relevant month will not be carried over to the next month.
- The USER accepts and declares that after purchasing the committed submission package, it will only be able to switch to an upgrade package and this transition will take place in the next month. EUROMSG reserves the right not to accept package upgrade requests upon evaluation.
- In case the Agreement comes to an end for any reason or the committed submission package is cancelled and except for when it is terminated by the USER with good cause and/or by EUROMSG without good cause, the USER accepts and declares that it is obligated to pay the full fee for the committed submission package, regardless of whether the Service was used, the portion of the fee that is carried over to the period following the date of termination will be collected by EUROMSG as penalty and it will have no right to request a refund for the said amount.
PROVISIONS ON CAMPAIGNS
- EUROMSG will share the promotions, campaigns, discounts and advantages to be organized within the scope of this Article 8 and their terms and duration on its website or in different media. The USER accepts and declares that EUROMSG is not obligated to inform each user separately and have them benefit from these promotions, campaigns, discounts and advantages and their terms and duration.
- The USER accepts, declares and undertakes that EUROMSG has the right to determine all kinds of promotions, campaigns, discounts and advantages and their terms and duration for the EUROMSG Service to be offered within the scope of this Agreement.
- EUROMSG has the right to make any changes, temporarily or permanently stop or cancel one or all of the terms and conditions to be determined before and during the campaign.
- EUROMSG has the right to present, open or close the determined campaign to all users or only to certain users or a limited number of users determined within the criteria and the rules.
- In case of failure to fulfill the rules and criteria determined by EUROMSG, exceeding of the specified number and quota or changes in campaign terms, campaign suspension, campaign cancellation, failure of short and long-term transactions due to technical problems and failure to benefit from promotions, campaigns, discounts and advantages during the campaign period for any reason, the USER accepts, declares and undertakes that it will not make any claims against EUROMSG.
- The USER accepts, declares and undertakes that, in case of conflict between the relevant sections and content of EUROMSG’s campaign announcements and visuals and the provisions in this Agreement, the provisions of this Agreement will prevail, and EUROMSG will have the right to deny or restrict the USER in cases where there are clear errors in the relevant sections and content of the campaign announcements and visuals.
PRICING AND TERMS OF PAYMENT
- The USER accepts, declares and undertakes that it will receive service within the scope of this Agreement with the service period and service fee specified and approved on the Portal, continue to be provided service with the same period and scope by EUROMSG unless otherwise notified before the end of the service period, and pay the fee for the relevant service.
- The USER approves the storage of the credit card information that it used for purchase on the Portal by the third party payment systems, financial intermediaries/banks contracted by EUROMSG. This approval replaces the written approval required for the storage of credit card information by third party payment systems. If the user informs EUROMSG that it expressly refuses to have its credit card information stored by the third party payment systems contracted by EUROMSG, this information will not be stored in the payment systems. All security measures regarding the storage of card information will be provided by the third party payment system, and the USER accepts, declares and undertakes that EUROMSG will not be responsible in any case and the third party payment system will be solely responsible. If the USER wishes, it may waive its approval for the storage of its credit card information in the payment system and request the deletion of this information.
- In the event that the USER does not pay the costs of the service received within the scope of this Agreement on time, EUROMSG reserves the right to suspend or completely stop the service and terminate the agreement immediately and unilaterally until the payment is made. In such case, the USER accepts and declares that it cannot claim any rights.
- The USER accepts, declares and undertakes that EUROMSG has the right to unilaterally change the terms and fees of the Service.
- The USER accepts that it will be charged by EUROMSG for any requests regarding the periods in which it has not made a purchase during the Agreement period, and that EUROMSG has no obligation to share data and/or provide services for these periods.
DURATION AND TERMINATION OF THE AGREEMENT
- This Agreement comes into effect upon the approval of the USER in electronic environment, and remains in effect uninterruptedly unless terminated by the parties.
- The Parties have the right to terminate this Agreement at any time without any justification and compensation via prior written notice to the other Party.
- The USER is responsible for not using the service provided by EUROMSG within the scope of this Agreement.
- The USER accepts, declares and undertakes that, as of the date of termination, it will not request any refunds and/or compensation from EUROMSG regarding the usage rights in the package purchased within the scope of the Agreement. In case the Agreement is terminated, the Parties accept and declare that they will not make refunds under any circumstance.
- If the USER violates the provisions of this Agreement, EUROMSG will notify the USER of the violation in writing (depending on the nature of the violation) and give the USER five days to remedy the violation. If the violation is not remedied within this period, EUROMSG has the right to unilaterally terminate this Agreement without any obligation of written notification. Rights of EUROMSG arising from legislation, Applicable Law and/or this Agreement are reserved. If EUROMSG suffers any damages due to the violation, it reserves the right to demand compensation.
- Termination of this Agreement for any reason will not prejudice the rights and obligations of the Parties already born and will be born until the termination date.
- If the EUROMSG violates the provisions of this Agreement, the USER will notify EUROMSG of the violation in writing and give EUROMSG thirty days to remedy the violation. If the violation is not remedied within this period, the USER has the right to unilaterally terminate this Agreement upon written notification.
PROVISIONS ON PROTECTION OF PERSONAL DATA, CONFIDENTIALITY AND PRIVACY
- Any database information submitted by the USER to EUROMSG in written or electronic form or the applications, software, codes, programs, training, documentation, information and materials submitted by EUROMSG to the USER in verbal, written or electronic form within the scope of this agreement are classified and their disclosure is prohibited.
- The parties will only use confidential information in accordance and limited with the purpose for which it was provided, and will not partly or wholly present the confidential information to real or legal third parties or disclose it in any way without the written consent of the relevant party.
- The parties may only give confidential information to personnel who need to learn this confidential information and to third parties cooperating within the scope of this agreement, but will warn the said personnel and third parties that this information is confidential and take all necessary measures to protect the confidential information.
- Cases where the confidential information is made public without any fault of the parties, the confidential information is disclosed to the public by a source other than the parties, the disclosure of the confidential information is legally required in accordance with the Applicable Law or a court/administrative order and the confidential information has already been disclosed to the public will be beyond the scope of classified information and prohibition of disclosure.
- EUROMSG will have the right to delete the USER’s commercial e-mail submission records (submission reports, documents, content and similar records); (i) on the expiration date of the Agreement or (ii) 1 (one) year from the date of submission of the commercial e-mail (whichever comes first). The Parties agree that, following the expiry of the periods specified in this article, EUROMSG’s obligation to store the relevant data will expire and the relevant data can be deleted by EUROMSG without any additional obligations.
- The USER accepts, declares and undertakes that it will fulfill all the obligations stipulated under the Applicable Law in its capacity as Data Controller. The USER accepts, declares and undertakes that the necessary permissions have been obtained from the data subjects in accordance with the Applicable Law for the transfer of the obtained personal data that will be shared within the scope of the Agreement to local and foreign third parties and for the processing of the said data.
- Provided that EUROMSG possesses the title of “Data Processor” during the performance of the Services included in the Agreement, EUROMSG accepts to fulfill all responsibilities and obligations imposed within the scope of the definition for Data Processor stipulated in the Law No. 6698. In any case, EUROMSG cannot be held responsible for the transactions or damages that are under the responsibility of the Data Supervisor as stipulated in the Law No. 6698 or the Applicable Law, and in no way bears the title of Data Controller.
- EUROMSG is not responsible for any direct or indirect damages, except for the misuse of personal data or illegal disclosure of personal data to third parties arising from its own fault, as defined in the Law No. 6698.
- In the event that any official institution stipulates an administrative fine for EUROMSG due to violation of the obligations related to the Data Controller under the Applicable Law, such as the illegal acquisition of the personal data owned within the scope of this Agreement or failure to store the said data in accordance with the law, the USER will pay this administrative fine and any damages suffered by EUROMSG in cash upon the first request.
- EUROMSG is authorized to immediately terminate the Agreement without prejudice to any claims for damages resulting from any notification from any official institution within the scope of Article 11.9.
LICENSE AND COPYRIGHTS
- The USER accepts and undertakes to only use the website, software, programs, system architecture and system codes used in the euro.message Service, with all rights belonging exclusively to EUROMSG, during the term of this agreement and in accordance with the terms of the agreement, and will not, partly or wholly, directly or indirectly, copy them, duplicate them, sell them, transfer them with/free of charge, change them, distribute them, present them to the public, make them available to third parties in any way, change their content, decompile or reverse engineer them and use them beyond the scope of this agreement, and will cover any damages that may be suffered by EUROMSG due to the violation of this article.
- The USER accepts and undertakes that it will not use the technical and commercial ideas regarding the euro.message Service illegally, share them with third parties, copy them in a way that constitutes unfair competition or produce similar products. 12.3. As of the termination or expiration date of this agreement, the USER will no longer have the right to use any part of the Software, regardless of the other provisions of the agreement.
- The User accepts and declares that it will be exclusively responsible for all damages incurred by EUROMSG due to the integration to be performed within the scope of this Agreement.
- The parties will not be responsible if they fail to fulfill their obligations under this agreement due to earthquake, flood, fire, natural disaster, war, mobilization, martial law, strike, lockout, riot, uprising, terror and similar force majeure.
- If the force majeure continues for more than 30 (thirty) days, the parties will come together and negotiate the continuation, suspension or termination of this agreement. In case of termination, the parties will not make any demands from each other due to the provisions of this agreement that have not been executed due to force majeure.
- All notifications to be made by EUROMSG within the frame of this Agreement will be made in writing to the notified REM address, or to the notified e-mail address in the absence of a REM address, and will bear all legal consequences. The USER will send the notifications and requests within the frame of this Agreement to EUROMSG in writing. EUROMSG will not be responsible for the problems and delays that may occur in the service subject to this agreement due to warnings and requests not made in writing. The USER will send the notice for termination only to EUROMSG’s REM address of email@example.com.
- Unless one of the parties notifies the other of the change of address in writing, notifications to the addresses of the parties written in this agreement will be valid.
JURISDICTION AND APPLICABLE LAW
- EUROMSG will provide the Services within the scope of this Agreement in accordance with the laws of the Republic of Turkey.
- Istanbul Central Courts and Enforcement Offices will be authorized in any disputes arising from this Agreement.
- The USER cannot, partly or wholly, directly or indirectly, transfer its rights and obligations arising from this agreement to real or legal third parties without the written consent of EUROMSG.
- EUROMSG can, partly or wholly, directly or indirectly, transfer its rights and obligations arising from this agreement to real or legal third parties without the written consent of the USER.
- The User is responsible for the taxes and expenses that may arise under the Applicable Law in relation to the signing of this Agreement.