This Membership Agreement (“Agreement”) was contracted between, BV Teknoloji İş Geliştirme Danışmanlık ve Organizasyon Hizmetleri Anonim Şirketi (“Company“) operating at the address of Belvu Sitesi, No: 110/1 Kadıkoy/Istanbul and [●] and/or website user who becomes a member of the www.bogaziciventures.com/bv-investor-club and/or Investor Club mobile application by accepting the following conditions, or, the user who becomes a member through the applications installed on mobile devices (“User“).
In this Agreement, the Company and the User shall be individually referred to as “Party” and collectively as “Parties“.
By accessing the website and/or mobile applications (“Investor Club”) established and managed by the Company as a member or visiting the Investor Club without being a member, regardless of whether they benefit from the services, the Member accepts that he/she has read all the terms and conditions in this Agreement, fully understands its content, and approves all its provisions electronically. Users who do not accept this Agreement cannot use the Investor Club and the Services.
In the Agreement herein,
“Account” refers to the user account created by the Company for the Member and containing the information of these persons,
“Investor Club” refers to the www.bogaziciventures.com/bv-investor-club website owned by the Company or the website under another domain name determined by the Company or the Investor Club application to be installed on smartphones from the application markets of iOS, Android or similar operating systems to be managed by the Company and including electronic any content of these thereof, including electronic,
“Member” refers to each of the Start-ups Venture Capital Firms and Service Recipients who benefit from the Services by becoming a member of the Investor Club, and Service Receivers; and
“Service Receiver“ refers to the real and legal person or persons who create an Account in the Investor Club and/or benefit from the Services offered by the Investor Club in order to receive information about the Start-ups that are Members of the Investor Club and to communicate with the Start-ups,
“Service(s)“ refers to one, a number of, or all of the services provided in the Investor Club, especially those listed in article 4.1 of this Agreement,
“Start-up” refers to the legal entity person that creates an Account in the Investor Club and/or benefits from the Services offered by the Investor Club in order to promote the activities of the firm within the context of the Investor Club and to communicate with the Service Recipients Receiver who are Members,
“User(s)” refers to one or all of the Members and Visitors who access the Investor Club or benefit from the Services,
“Visitor” refers to the person or persons who access the Investor Club without creating an Account at the Investor Club and who have the sole purpose of visiting the Investor Club.
3. SUBJECT AND PURPOSE
3.1. The Company operates with the aim of providing information about the technology, products, services, operations, the market in which they are operating and growth, and added value generation potentials of the Start-ups and to provide transparent, easy, and reliable relations by bringing the Members together under the Investor Club. This Agreement has been contracted in order to determine the rights and obligations of the Parties and to regulate the terms and conditions that must be permanently complied with while the Services are being provided or while accessing the Investor Club even if the provided Services are not used.
3.3. The Investor Club, together with all its sub-components and domain names, constitutes a whole and http, https, ftp, dns, database, mobile, iOS, Android, e-mail, API, and similar services and all kinds of documents, photos, videos and similar services uploaded on the Investor Club and all files and other documents shared in printed form with regardless of where they are physically hosted, are subject to the provisions of this Agreement.
4.1. The Company aims to share periodic, in terms or one-time bulletins, articles and information notes on technology and other sectors through the Investor Club, to organize forums, panels and/or webinars with the participation of experts or to share information between Members themselves, to prepare reports, analyses, statistics and evaluations related to various sectors, to share developments related to start-ups operating in the venture capital market and information and technology sectors, to provide information about the technology, products, services, operations of Member Start-ups, the market in which they are located and their potential to generate growth and added value, to bring together the Users who benefit from the Investor Club online and to enable the Members to arrange an online meeting and to create a network by obtaining information about each other.
4.2. The Company may unilaterally and without notice provide new Services through the Investor Club, exit providing the Services or change the Services in whole or in part.
4.3. The issues requiring special expertise such as law, accounting, investment consultancy, financial audit, tax, engineering, translation, or subject to the supervision or approval of the Capital Markets Board or another institution are not contained and will not be contained within the scope of the Services. In addition, it is ultimately the responsibility of the Members to examine and evaluate on the basis of assumptions regarding any valuation advice shared within the Investor Club and on the basis of commercial and economic data. At any time, or in respect of any transaction, no liability may be imposed on the Company.
4.4. The Company is not obliged to make all Services provided in the Investor Club available to each User or to share each content with each and every User. The Company may share Services or one, a number of or all of the content published on the Investor Club with the Users it prefers in the Investor Club. Some content may be made available exclusively to certain Members and/or certain Services may be made available to certain Members, taking into account Member-specific information such as time spent at the Investor Club, interests, etc., or subject to the Company’s discretion.
4.5. The Company makes no warranty that the Services it provides through the Investor Club are not permanently active, accessible, accurate, uninterrupted, error-free, or free of viruses or other harmful components or defects. For any reason (infrastructure, software and/or hardware reasons, etc.) The Company cannot be held responsible in any way for any failure that may occur due to technical problems such as any error, negligence, interruption, deletion, deterioration, delay in transmission or failure of the communication network in the Services provided through the Investor Club.
4.6. The Company may request the Members to sign the documents to be prepared for the Services with a wet signature or a registered electronic signature in order to provide some Services and/or access some content. The Company may not provide the said Services to the Member or may not make the contents accessible to the Members in the event that the signature has been refrained or the signed document is not delivered to the Company.
5. THE RIGHTS AND OBLIGATIONS OF THE PARTIES
5.1. Users start using the Investor Club by accessing the website interface and/or the Investor Club application, which can be installed on smartphones from the application markets of iOS, Android, or similar operating systems.
5.2. The User has limited authority to use the Investor Club within the legal limits and under the conditions defined in this Agreement and its annexes.
5.3. In order to benefit from the Services, the User must complete the membership procedure in the Investor Club by entering the requested data. Without giving any reason, the Company has the right to unilaterally reject the User’s applications to become a Member of the Investor Club and to use the Investor Club, or to terminate the User’s membership and/or to impose technical sanctions to prevent the User from accessing the Investor Club again.
5.4. The User accepts, declares and undertakes that while fulfilling the membership procedure, benefiting from the Services offered in the Investor Club and performing any transaction related to the Services in the Investor Club, he/she will act in accordance with all the conditions in this Agreement and any contract, commitment, protocol or documents he/she has concluded or will conclude with the Company, the rules specified in the relevant spaces of the Investor Club and all applicable legislation, and will not engage in any illegal activity. By visiting or using the Investor Club or becoming a Member, the User undertakes that he/she has read, understood, and approved all the terms and conditions related to the use of the Investor Club.
5.5. The Membership registration created by registering with the Investor Club is exclusive to the person or institution. The Member is obliged to provide reliable and sufficient information about himself/herself/itself in response to the questions asked in the registration form for the registration and to keep this information up to date at all times. In the contrary case, the membership of the User may be terminated and his/her/its access to the Investor Club may be suspended.
5.6. It is prohibited to share the access passwords to the Investor Club with third parties. If shared, the membership of the User may be terminated and his/her access to the Investor Club may be suspended.
5.7. Due to the fact that the information shared by the Member during registration is incomplete, incorrect or out of date, no request can be made to the Company and the Company cannot be held responsible at all. All responsibility arising from the incorrect information is under Member’s liability. the Company reserves the right to make notices, notifications or applications about the User who makes a false declaration, that will give rise to legal, criminal or administrative liability.
5.8. The Company has the right at all times to request the verification of the data provided by the Member at the time of membership registration and to request the associated passwords and documents in certain cases. In case the verification is not performed despite the request of the Company, the requested password, information and documents are not shared, or the information contained in the documents submitted by the Member and the information specified during registration are not compatible with each other, Article 8.2 and the following provisions of this Agreement shall apply.
5.9. Real person Members accept, declare, and undertake that they are of legal age and not restricted in accordance with the laws of the Republic of Turkey, legal person Members accept, declare, and undertake that the legal entity has been duly established and operates and has the right and authority to conclude this Agreement. The Company reserves the right to suspend the access of the Member to the Investor Club if it determines otherwise.
5.10. By following the instructions in the Account profile, the Member may close his/her/its Account at any time. Closing the Account shall not terminate the obligations of the Member to the Company or other Members, arising from or the consequences of the savings of the Member before closing the Account.
5.11. By creating an Account in the Investor Club, the Start-up may make information and documents such as identity and contact information, website, social media addresses, date of establishment, names and surnames of its founders and managers, number of founders and employees, sector, the field of activity, investment history and valuation information, market analysis, periodic developments and announcements, presentation, introductory document, business plan, financial statements and performance indicators available to other Start-up and Service Receivers in the Investor Club. The Start-up may periodically send reports to the Members of its choice.
5.12. Users will be able to access the introductory information and documents shared by the relevant Member through the Investor Club to the extent permitted by the Investor Club and the relevant Member and the Company under Article 4.4 and will be able to follow the developments regarding the Members. Other Members of the Investor Club may also invite third parties to the Investor Club. In this case, these persons may access the information and documents shared by the respective Member by becoming a party to this Agreement.
5.13. The Investor Club may contain information shared with the Company by third parties from time to time. The Company does not make any commitment and takes no responsibility as to whether this information shared by third parties is accurate, complete and/or diligent. Members may also request additional information and documents from other Members through the Investor Club and send documents or information themselves. The Company does not undertake the accuracy of the information and documents provided by the Members and in case of any damage due to the information or documents sent, is not responsible for the damage. Similarly, Members who share information and documents do not make any commitment and accept no responsibility for whether this information is accurate, complete and/or diligent. Members may only use the information and documents they accessed through the Investor Club for information purposes.
5.14. It is entirely Member’s own discretion which Start-up and/or Service Receiver he/she/it will interact with, the Company will not make any directions and interventions, encourage their interactions and/or mediate the contracts to be concluded between them.
5.15. The Company has the right to track the correspondence between the Members through the Investor Club. In the event that the Company detects content such as contradiction with the provisions of this Agreement or disrespect, insult, etc. in the correspondence, the Company may apply the provisions of Article 8.2 and others.
5.16. The company is not a party of the relationship or the agent, responsible, guarantor, warrantor, or contractor of any business or transaction in the possible relations that may be established between the Start-up, its partners and the Service User or transfer of shares, share participation, options, shareholders’ agreements and/or any similar documents or any legal or commercial relationship between the Start-up and its partners and the Service User without any role of the Company. The Company is not responsible for any disputes or disagreements that may arise from the agreement and/or interactions between the Members. Under any name or titles, no claim can be made to the Company. The Member shall immediately, in cash and at once sum pay all kinds of damages incurred before the Company upon the first request due to any act contrary to this agreement or texts or any dispute between the Enterprise Company, its partners and the Service Receiver.
5.17. Users accept, declare and undertake that the Company cannot be held responsible for the financial and economic difficulties, cease of the activities, changes or bankruptcies, of the Start-ups in the Investor Club, and that no rights or compensation can be claimed from the Company.
5.18. The Company has no liability and/or indemnification obligation in case of the occurrence of the following circumstances and conditions related to the Investor Club:
5.19. It is the Member’s sole responsibility to ensure the security, storage, withholding from the access of third parties, and use of the means of accessing the system (e-mail address, password, etc.) used by the Member in order to benefit from the Services offered through the Investor Club. Each transaction carried out with the e-mail address and password of the Member shall be deemed to have been carried out by the Member himself/herself and the Member is responsible for not sharing this information with third parties. The Company has no direct or indirect responsibility for the damages suffered or to be incurred by the Users and/or third parties due to the negligence and faults of the Member in the issues such as the security, storage, and withholding from the access of third parties to the Investor Club.
5.20. The User is obliged to carry out the transactions in the Investor Club in a manner that will not technically harm the Investor Club in any way. The User declares and undertakes that he/she has taken all necessary measures, including the use of security software and licensed products, to prevent all kinds of programs, viruses, software, unlicensed products, trojans, etc. that will harm the system, all information, content, materials, and other content to be provided to the Investor Club.
5.21. The Member accepts and undertakes that he/she is legally entitled to all kinds of data, information or content, that he/she is legally authorized to use and dispose of the right, and that the use of these does not violate the intellectual property rights, the Personal Data Protection Law No. 6698 or the relevant legislation and does not harm any person.
5.22. The Company, without providing any justification, may request changes and corrections from the Member for the information and content uploaded by the Members to the Investor Club, or it may unilaterally change such information and content. The Member must thereupon fulfil the Company’s request. In case of a unilateral change in information and content by the Company, the Member shall be informed about this change and may object to the change.
5.23. The Company reserves the right to unilaterally change the advertising campaigns and contents offered at the Investor Club at any time, to block the information and contents uploaded by the Member to third parties, including the Visitor, and to permanently delete them. The Company may exercise these rights without prior notice and warning.
5.24. Due to facility of reference or other reasons, links to certain websites or content that are not under the control of the Company may be given and/or directed in other ways within the Investor Club. The reference made by the company may not qualified as support to the website or the content owner, nor does it constitute any representation or guarantee for the information contained in the website or the content. The Company has no responsibility for the portals, websites, files, and contents accessed through the links on the Investor Club, the Services or campaigns offered, or their content.
5.25. The Company may limit or block access to the Investor Club and/or the Services at any time, without notice, in case the operational security of the network is breached, or for the continuity of access to the network and to prevent, preclude or mitigate possible malfunctions in the network, software or recorded files, and in other cases as the Company deems necessary.
5.26. The Company may partially or completely process all data, information and documents of the User within the scope of the services of the Company as long as they comply with the relevant legislation, for the purposes of investigation, prosecution, administrative examination, audit, quality control, information security, risk analysis, etc. without any notification or permission to the User and may share them with the competent authorities and the relevant third parties, especially the Company’s technical consultants, service providers, forensic experts. This shall not be classified as a breach of personal data, copyright infringement or disclosure of trade secrets.
5.27. The User may not access the Services by any other method or tools other than the access methods and tools determined by the Company. Accessing a page or information system due to a technical error does not bring forth the right to use that page. In such a case, it is obligatory for the User to immediately stop accessing the relevant page. Otherwise, the Company reserves the right to act and/or apply to the legal authorities in accordance with the provisions of Article 8.2 and following.
5.28. The Company controls the activity of the Members on annual basis. If the Member does not access the Account and it is understood that it has been inactive for at least one (1) year, the company may terminate the Account belonging to that Member. Users whose membership is terminated in this way cannot make any request from the Company for this reason.
6. CONFIDENTIALITY AND PERSONAL DATA PROTECTION
6.1. The User shares certain personal data with the Company for the purpose of creating an Account at the Investor Club. While creating the Account, the User enters his/her personal data directly.
6.3. Creating an account does not mean that personal data will be processed for advertising, marketing, and commercial communication with the User. The Company will only make commercial communication with the User for advertising and marketing purposes if the User expressly consents in accordance with Article 5/1 of the Personal Data Protection Law. Unless the User withdraws his/her explicit consent, the processing of the User’s personal data for the purpose of commercial communication is limited to a period of two (2) years following the termination of the User’s Investor Club membership. At the end of the specified period, the Company will not use personal data to communicate with the User for commercial communication purposes.
6.4. In order to provide better services to the Users, improve the services and facilitate the use of the Investor Club, the Company may automatically process the personal data of the Users. The Company reserves the right to keep a record of the User’s actions on the Investor Club.
6.5. In cases where the Company is obliged to disclose to the official authorities and/or authorized persons in accordance with the provisions of the applicable legislation, the User accepts in advance that he/she will be authorized to disclose the personal information of the User to the official authorities if the information is requested by the official authorities and therefore, under any name, no compensation can be requested from the Company.
6.6. The personal information of the User shall be kept confidential by the Company and shall be processed and maintained in accordance with the Information Notice.
7. INTELLECTUAL PROPERTY RIGHTS
7.1. The User acknowledges that the Investor Club is owned and operated by the Company. The content of the Investor Club is covered and protected under the Law on Intellectual and Artistic Works No. 5846. The Company, principally, is the sole owner of any software, design, source code, objective code, directory, image, or content on the Investor Club. No provision of this Agreement grants the User the ownership of any content nor grants any other right or license over the content.
7.2. The user accepts, declares, and undertakes not to violate any intellectual and industrial property rights of the Company on the Investor Club.
7.3. The User accepts, declares and undertakes that he/she will not reverse engineer the Investor Club or take any other action to find, obtain or copy the source code of the Investor Club, that he/she will not violate the security of any computer network, that he/she will not break the security encryption codes, that he/she will not attempt SPAM e-mail or malware, otherwise he/she will be responsible for any damages that may arise at the Company and third parties.
8. TERM AND THE TERMINATION OF THE AGREEMENT
8.1. This Agreement shall enter into force as soon as it is approved electronically by the Members or as soon as Visitors benefit from the Services, and unless terminated each User will be bound by the provisions of this Agreement indefinitely as stipulated in this Agreement. Each User accessing the Investor Club or benefiting from the Services shall be bound by the terms of this Agreement for the duration of access to the Investor Club or benefiting from the Services. However, after the termination of the Agreement, the Users are responsible to fulfil their rights and obligations that have arisen until the termination date of the Agreement,
8.2. The Company has the right to terminate this Agreement without notice and without compensation, to suspend and/or terminate access to the Account temporarily or permanently, and to prevent the User temporarily or permanently from benefiting from the Investor Club and the Services in case it is determined that the User violates his/her obligations set forth in this Agreement and that unlawful or unethical activity is detected. The User is responsible for all direct and/or indirect damages that may arise from such a violation, and the Company’s rights arising from the legislation and the right of recourse are reserved.
8.3. In addition to the reasons listed in Article 8.2, the Company has the right to apply any of the sanctions listed in Article 8.2, if it is determined that the User has performed one of the behaviors listed below:
8.4. The Company may at any time, without giving any justification, temporarily suspend or completely terminate the operation of the Investor Club. The Company shall not be liable for any temporary suspension or complete termination of the use of the Investor Club.
8.5. In addition, in case the company detects a situation contrary to the legislation, it may inform and apply to the official authorities about the relevant Member.
9. OTHER PROVISIONS
9.1. By publishing it on the Investor Club by any method and/or informing the Member through the Member’s contact information in the Investor Club, the Company can unilaterally amend this Agreement and its annexes at any time, at its own discretion. Amendments will be effective on the date of publication and/or notification. The User is obliged to follow these changes and updates, and it is assumed that they acknowledge these changes with the publication and/or notification of the changes and the User’s continued use of the Investor Club.
9.2. Without the prior written consent of the Company, the User may not transfer this Agreement, its annexes or its rights and obligations under this Agreement, in whole or in part, to any third party.
9.3. Within the scope of this Agreement, incidents, including but not limited to natural disasters, riots, wars, strikes, communication problems, infrastructure and internet failures, power cuts and unfavorable weather conditions, beyond the reasonable control of the relevant party and which cannot be prevented or avoided despite due diligence, are accepted as force majeure. The Company is not liable for the late or incomplete performance or non-performance of any of its obligations set out in this Agreement, in all cases listed in this article and not included in this article, which could be considered force majeure legally. In this case, no compensation under any title shall be claimed from the Company. The Company may unilaterally terminate this Agreement without any obligation to pay any compensation in the event that the force majeure situation lasts longer than thirty (30) days.
9.4. This Agreement herein is subject to Turkish Law. To resolve any dispute arising from this Agreement, Istanbul Courts and Enforcement Offices are authorized.
9.5. In any dispute that may arise from this Agreement and its annexes, all kinds of electronic or physical records and documents kept by the Company shall constitute valid, binding, and conclusive evidence. The user accepts, declares, and undertakes that this article is in the nature of an evidential contract under the Code of Civil Procedure No. 6100.
9.6. The Member accepts and declares that unless notified otherwise in writing, the address that he/she has provided while registering the Investor Club is the legal notification address and that written notification to these addresses will have all legal consequences of the legally valid notification. Within the scope of this Agreement, in cases where a notification within the meaning of Article 18/3 of the Turkish Commercial Code is not required, other notifications and warnings regarding the Agreement will be made to the e-mail address that the Member stated when registering the Investor Club or to which the relevant Account is linked.
9.7. The User acknowledges that he/she knows that he/she cannot gain the Company’s title of representative, official, agent, commercial representative, partner, solution or business partner, dealer and similar titles and statuses with this Agreement and shall not make such notification in any communication, documents, brochures and announcements, website or miscellaneous media between the User and third parties.