Membership Agreement
BULKOON MEMBERSHIP AGREEMENT
PARTIES
This Membership Agreement ("Agreement") is entered into between BULKOON AYAKKABI VE DERİ ÜRÜNLERİ SANAYİ TİCARET LİMİTED ŞİRKETİ ("Bulkoon"), located at AKÇABURGAZ MAH. 3027. SK. NO: 1 F ESENYURT/ISTANBUL, and the natural or legal person who becomes a member of the platform operated by Bulkoon ("Platform") ("Member"). Hereinafter, the parties shall be collectively referred to as the Parties and individually as a Party.
DEFINITIONS
Bulkoon: BULKOON AYAKKABI VE DERİ ÜRÜNLERİ SANAYİ TİCARET LİMİTED ŞİRKETİ
Member: A natural or legal person who is a member of the Platform and benefits from the services offered on the Platform.
Seller: A natural or legal merchant person who offers products for commercial/professional sale through the Platform and enters into a sales contract with the Buyer within this scope.
Buyer: A natural or legal merchant person who purchases products from the Seller through the Platform for commercial/professional purposes.
Platform: A multi-vendor e-commerce platform operated by Bulkoon where Sellers list products and Buyers place orders.
Intermediary Service Provider: A platform that provides an electronic commerce environment for economic and commercial activities of others pursuant to Law No. 6563 and related legislation.
SUBJECT AND COMMERCIAL NATURE OF THE AGREEMENT
3.1. This Agreement regulates the terms of use of the Platform by the Member and the rights and obligations of the parties.
3.2. The Parties irrevocably acknowledge that the Platform is exclusively intended for wholesale trade among merchants and tradespeople; therefore, the Consumer Protection Law No. 6502 (TKHK) and related Consumer Regulations shall not apply to this Agreement or any sales concluded under this Agreement.
LEGAL STATUS OF BULKOON
The Platform operated by Bulkoon is a B2B (Business to Business) online marketplace that brings suppliers and buyers together electronically. Bulkoon and the Platform qualify as "Intermediary Service Providers" under the Electronic Commerce Law No. 6563. Sales contracts for products sold through the Platform are directly established between the Seller and the Buyer. The Platform only provides listing, ordering, communication, and payment infrastructure services as an intermediary and is not responsible for product quality, delivery processes, regulatory compliance, warranty obligations, or after-sales services. The Platform is not liable for damages caused by system interruptions, data loss, or technical failures.
MEMBER'S OBLIGATIONS AND COMMITMENTS
5.1. The Member declares and warrants that the title, tax office, tax number, and contact information provided during registration are accurate and up to date. The Member is responsible for any damages arising from incorrect information.
5.2. The Member is responsible for securing their username and password. All transactions made through the Member's account are deemed to be performed by the Member. In case of unauthorized use of the password, the Member must immediately notify Bulkoon.
5.3. The Member agrees to comply with the "Platform Usage Terms," applicable laws, public order, and general morality while using the Platform. Bulkoon may suspend the membership or unilaterally terminate the Agreement without any compensation obligation if the Member violates this clause.
5.4. The Member agrees to refrain from any behavior, statement, or action that would damage Bulkoon's commercial reputation or brand value.
BYPASSING THE PLATFORM AND PROHIBITION OF EXTERNAL COMMUNICATION
6.1. The Member undertakes not to bypass the Platform by establishing direct or indirect commercial relationships (via another platform, personal website, physical store, etc.) with parties met or engaged in business through the Platform without Bulkoon's written consent. This prohibition applies during the Member's Platform membership and for 12 (twelve) months after termination for any reason.
6.2. Violation of this clause is considered a material breach of the Agreement. Upon detection (via Buyer complaints, audits, or mystery shopper methods), the Platform has the right to immediately terminate the Agreement without compensation.
CONFIDENTIALITY AND PERSONAL DATA PROTECTION
7.1. Unless otherwise stated in writing, all information, documents, plans, projects, fees, and all other data obtained or learned by either party from the other under or due to this Agreement are confidential and shall not be disclosed, copied, reproduced, or shared with third parties without permission.
7.2. Information known to the parties before the Agreement or already publicly available is not considered confidential under clause 7.1.
7.3. Confidential information may only be shared with employees who need it for work purposes. Parties are responsible for informing and warning their employees about confidentiality obligations. Any disclosure caused by an employee shall be the responsibility of the relevant party.
7.4. The party disclosing confidential information is liable to compensate the other party for any damages arising from such breach.
7.5. Upon termination of the Agreement, the party sharing confidential information may request the return or destruction of such information and documents. These confidentiality and indemnity provisions shall survive termination.
7.6. The Parties shall comply with the Personal Data Protection Law No. 6698 (KVKK) regarding personal data shared or learned during the performance of this Agreement. They shall not use or share such data beyond the scope of the commercial relationship established by this Agreement, and shall delete or destroy the data upon termination. They accept liability for damages or sanctions arising from non-compliance. This clause also applies to personnel and employees assigned by the Parties.
7.7. If either party breaches these obligations, they must compensate the other party for all damages, including but not limited to compensations and administrative fines paid to third parties or authorities, within 7 days of the first demand.
7.8. These obligations shall remain in effect indefinitely after termination of the Agreement for any reason.
FORCE MAJEURE
8.1. Neither party shall be liable for failure or delay in fulfilling contractual obligations due to causes beyond their control, including natural disasters, fire, explosions, civil wars, wars, uprisings, terrorist acts, public disturbances, mobilization, strikes, lockouts, national mourning, and epidemics (collectively "Force Majeure"). Such inability or delay shall apply for the duration of the Force Majeure event.
8.2. The affected party shall notify the other party in writing within 10 (ten) days of the situation, its effects, and estimated duration, and shall take necessary actions to mitigate adverse effects and resume obligations promptly. If the Force Majeure lasts longer than one week, either party may terminate the Agreement freely. In such case, neither party may claim anything from the other, and each shall bear its own expenses.
OTHER PROVISIONS
9.1. The Parties agree that the Platform's database records, log files, and electronic correspondence constitute "Conclusive and Exclusive Evidence" pursuant to Article 193 of the Turkish Code of Civil Procedure (HMK) in case of disputes.
9.2. All disputes arising from the rights and obligations under this Agreement shall be subject to the jurisdiction of Istanbul Central (Çağlayan) Courts and Enforcement Offices. Commercial books and records of the parties shall be conclusive evidence according to Article 193 of the Code of Civil Procedure No. 6100. This clause constitutes an evidence agreement.
9.3. Waiver, cancellation, nullification, or amendment of any provision of this Agreement shall not be interpreted as termination of the Agreement.
9.4. This Agreement remains in effect until the Member cancels membership or Bulkoon terminates it.