Service Agreement
Ecommpro Service Agreement (Distance contracts)
PARTIES
The Service Agreement (hereinafter referred to as “Agreement”) is signed and executed between the following parties:
Ecommpro, the Service Provider, with the following distinct legal entities based on circumstances, residency and registration date of the Partner:
and, on the other part
The natural or legal person (“Partner”) who completes the registration process via computer, mobile device, smart television and similar devices from https://ecommpro.co and who agrees to pay the fee specified in this Agreement.
The Terms outlined herein represent the mutual agreement and understanding regarding the usage of all Services provided by Ecommpro, including the methods of accessing these Services.
The effective date of this Agreement is established and the Agreement becomes effective once the Partner understands its terms and accepts the Agreement, either electronically or through any other method.
The Partner acknowledges, declares, and commits to having been adequately informed about the key elements of this Agreement, having read, comprehended, and irrevocably agreed to its provisions.
Ecommpro and Partner will be individually referred to as a Party individually and collectively referred to as the Parties in this agreement, when necessary.
Last date of update: September 24, 2024
SUBJECT MATTER OF THE AGREEMENT:
The subject of this Agreement, is to provide the Services to the Partner via the marketing tool (or hereinafter referred to as “Platform”) of Ecommpro Providers and to determine the rights and obligations of the Parties in this context regarding payment of the fee determined by the Partner in return for such Service, wherein Ecommpro has determined its main goal as supporting the global growth of digital products and services, and for this purpose, provides its business partners with products and services focused on effective digital marketing activities and makes necessary personnel and infrastructure investments.
ADVERTISEMENT EXPENSES
The Parties will be able to manage all advertising expenditures related to the Services that Ecommpro will provide and perform to the Partner under this Agreement, through the Platform owned by Ecommpro Providers. The responsibility for the determination and implementation of all kinds of operations of the campaign to be published, such as the targeting details, budget, limits, the selection of content, and the clarifications texts belong to the Partner. The Partner manages its advertising campaigns and/or offered sub-account by Ecommpro through the Ecommpro Providers Platforms. The obligation of Ecommpro under this Agreement is only to transmit the information entered by the Partner to the relevant Ecommpro Provider and his providers - advertising networks through technical services / APIs.
DEFINITION OF THE PRODUCTS AND SERVICES:
The services to be provided by Ecommpro under this Agreement (hereinafter referred to as the "Service" or "Services") are as follows: It is a platform service where Partner can manage various advertising platforms such as Google, Snapchat, Tiktok, Facebook through a single service, Partner can create advertising campaigns for your social media account, websites and mobile applications where Partner manage his/her advertising accounts from different channels and Partner digital ads through these advertising accounts, Partner can follow up the performance of the campaigns, Partner can access relevant reports and manage campaigns; and can be offered sub account from Facebook and any other advertising platforms added in the future through Ecommpro Providers Platforms.
In addition to the services within the scope of this Clause requested by the Partner, if the Partner requests to rent an advertising account on the application specified as the Ecommpro Providers Platform, and in case the Partner approves the Advertising Account Rental Service Agreement and after the agreement is also approved by Ecommpro, by opening a Facebook Business Manager account to the Partner, Ecommpro will ensure that a sub-account, which the Partner will use for advertising activity and advertising campaigns ("Advertisement" or "Advertisements") within the said account, is offered to the Partner. Ecommpro reserves its rights within the scope of the Ecommpro Advertising Account Rental Service Agreement on the website. The Partner declares that it accepts to comply with the Ecommpro Advertisement Account Rental Terms of Service in Annex 1, by requesting ad account rental.
The Partner undertakes to fulfill the following obligations if he/she uses the services in this Agreement. The Partner accepts that in case of breach of this Clause, irreversible damage will occur to Ecommpro and that Ecommpro will claim compensation.
The responsibility for the determination and implementation of all kinds of operations of the campaign to be published, such as the targeting details, budget, limits, the selection of content, and the clarifications texts belong to the Partner.
Ecommpro declares that it will provide the Service specified in this Agreement in accordance with the information provided and submitted by the Partner and is not responsible for incomplete, incorrect or inaccurate information. The Partner undertakes that due to the creation of a sub-account linked to the Ecommpro account, the authorizations of Ecommpro in this sub-account are secondary and Ecommpro will use such authorizations as a secondary and prudent tradesman.
The Partner will act with a sense of responsibility towards society and the consumer in its Advertisements and in the Services under this Agreement. In this context, the Partner accepts, declares and undertakes that he/she will publish advertisements in accordance with the decisions, opinions and guidelines of the Advertisement Self-Control Board based on the principles determined by the relevant laws and laws, especially the Law on the Protection of the Consumer and the Regulation on Commercial Advertising and Unfair Commercial Practices; the Advertisements will not constitute a violation of the personality rights, moral rules, common courtesy, public interest, public safety, etc. and he/she has obtained permissions from official and administrative institutions, if necessary, for the publication thereof.
The Advertisements that the Partner will perform through the account created under Clause 4.2 shall not be designed to humiliate or ridicule or disparage any natural or legal persons, any industrial or commercial activity/profession, or any product by any means.
The Partner, accepts, declares and undertakes that the Advertisement content (text/visual) to be published will not contain elements contrary to the legislation and general moral rules; and
will not contain elements contrary to the business and operation policies of Facebook: Meta Platforms, Inc. (Facebook) and/or their subsidiaries and/or affiliates; and the policies of facebook.com published and revised from time to time by Meta Platforms, Inc. (Facebook),
will not contain elements contrary to the business and operation policies of Google: Google LLC (Google) and/or their subsidiaries and/or affiliates; and the policies of support.google.com published and revised from time to time by Google LLC (Google),
will not contain elements contrary to the business and operation policies of Snapchat: Snap Inc. (Snapchat) and/or their subsidiaries and/or affiliates; and the policies of snap.com published and revised from time to time by Snap Inc. (Snapchat),
will not contain elements contrary to the business and operation policies of Tiktok: TikTok Pte. Ltd. and/or their subsidiaries and/or affiliates; and the policies of ads.tiktok.com published and revised from time to time by TikTok Pte. Ltd.,
and in case of opening an account on other advertising platforms, the Partner will act in accordance with the advertising policy of such platform. The Partner undertakes that the content of the Advertisement (text/visual) will not contain misleading, incomplete information and is solely responsible for the accuracy and compliance of the Advertisements with the legislation. Without prejudice to Ecommpro' right to monitor and interfere with such Ads, Ecommpro nor Ecommpro Providers has no obligation to investigate the accuracy and/or regulatory compliance of the Affiliate's Advertisements, The advertising Partner irrevocably accepts, declares and undertakes that it will indemnify all the damage suffered, upon the first written request, all kinds of judicial/administrative fines and/or compensation paid or to be paid by Ecommpro and/or Ecommpro Providers and/or Meta Platforms, Inc (Facebook), Google LLC (Google), Snap Inc. (Snapchat), TikTok Pte. Ltd. and/or their affiliates, affiliates, officers, representatives, partners and/or employees to third parties and/or institutions and organizations, which arise due to the advertising Partner's violation of this obligation and that the parties reserve the right of recourse to the Partner.
In case the Advertisement content (text/visual) to be published has elements that are contrary to the legislation and general moral rules and to the business and operation policies of Ecommpro Providers, Meta Platforms, Inc. (Facebook), Google LLC (Google), Snap Inc. (Snapchat), TikTok Pte. Ltd. and/or their affiliates and/or affiliates, or in the event that such content is characterized as damaging the corporate reputation of Meta Platforms, Inc. (Facebook), Google LLC (Google), Snap Inc. (Snapchat), TikTok Pte. Ltd. and/or their affiliates and/or affiliates before the public, Ecommpro, Meta Platforms, Inc. (Facebook), Google LLC (Google), Snap Inc. (Snapchat), TikTok Pte. Ltd. and/or their affiliates and/or affiliates are entitled to request that such content of the Advertisement (text/image) should be changed by the Partner within a given certain period of time, and the Partner should not publish the Advertisement until the necessary changes are made and/or they are entitled to remove it in their own discretion. In such a case, the Partner will not be entitled to raise any claims against Ecommpro, Meta Platforms, Inc. (Facebook) Google LLC (Google), Snap Inc. (Snapchat), TikTok Pte. Ltd. and/or their affiliates and/or affiliates. All responsibility of the Advertisements to be published by the Partner belongs to the Partner. Any Criminal or Legal responsibility that may arise from the content of the advertisements belongs to the Partner. The Partner agrees in advance that Ecommpro, Ecommpro Providers, Meta Platforms, Inc. (Facebook) Google LLC (Google), Snap Inc. (Snapchat), TikTok Pte. Ltd. and/or their affiliates and/or affiliates will not be responsible for these matters.
Partner will not use any name, emblem, logo and other unique corporate identity elements of any natural or legal persons in advertisements in a way to mislead the consumer, and the industrial and intellectual property rights such as patents, trademarks, designs and models will not be violated. Otherwise, all compensation, loss, damage, etc. to arise, will be indemnified by the partner. In this sense, all sanctions that Ecommpro, Ecommpro Providers, Meta Platforms, Inc (Facebook) Google LLC (Google), Snap Inc. (Snapchat), TikTok Pte. Ltd. (Tiktok) and/or their affiliates and/or affiliates will be subject to will be paid by the Partner and will be compensated immediately, in a single sum and in cash.
The Partner agrees and undertakes that it will not raise any claims against Ecommpro, Ecommpro Providers, Meta Platforms, Inc. (Facebook), Google LLC (Google), Snap Inc. (Snapchat), TikTok Pte. Ltd. and/or their affiliates and/or affiliates due to cancellations and changes to be made pursuant to any judicial and administrative body decisions during the term of the Agreement.
The obligations undertaken by the Partner under this Clause 4 constitute the essential element of the Agreement, and in case of violation of such obligations, the essential elements of the Agreement will be deemed to have been violated and Ecommpro shall have the right to terminate the Agreement unilaterally, without prejudice to any compensation rights.
Partner undertakes to add/keep at least one of Ecommpro and Ecommpro Providers personnel authorized (admin) in the account during the agreement period in the accounts linked to the marketing Platform of Ecommpro Providers for purposes such as reporting and general potential need for the service in this Agreement.
Since the Partner has rented an account under Ecommpro Providers' Business Manager account, the Partner undertakes to abide by the daily spending limits set by Ecommpro Providers and not to change these limits in the spending it will make through Facebook. The Partner accepts that this spending limit is $900 in US dollars, unless a different amount is specified by Ecommpro Providers. Whether Partner changes, increases or interferes with the limits specified to him or decided under this Clause, Ecommpro Providers' right to unilateral termination and compensation is reserved, Ecommpro Providers have the authority to bring the Partner's account to the determined limits, to set a new limit, etc, to perform all kinds of transactions in the relevant account.
PAYMENT TERMS
The Partner will be able to access the services within the scope of this Agreement by transferring the amount to be voluntarily determined by the Partner to the Partner Account via the provided Payment Tool. "Partner Account" or "account" means that the account is required to benefit from various products or services provided by Ecommpro and to transfer money in it.
Within the scope of this Agreement, the Partner through Ecommpro itself or a Ecommpro Providers authorized by it;
undertakes to pay the monthly price to be paid per account for the Services under the Agreement will be concluded agreement in the Insertion Order (hereinafter referred to as “IO”), and
in addition to this monthly fee, the Partner undertakes to pay a daily fee to be determined by the spending made by the Partner from the sub-account, based on the commission rates to be determined by the spending thresholds. The payment will be paid from its balance in the Partner Account.
In the event that the Partner starts to receive services from Ecommpro or Ecommpro Providers or campaigns start to be made through Ecommpro, ecommpro will be entitled to a fee and the date of the receiving service will be accepted as a due date and the rights arising from the default can be exercised on the due date.
Unless a different requirement is seen by Ecommpro, invoicing will be performed monthly/daily and/or on a Service basis, in accordance with the periods to be determined by Ecommpro. In accordance with the applicable legislation taxes, duties, charges or other official charges including but not limited to the value added, withholding and spending based taxes (hereinafter referred to as “tax”); will be determined by the information provided by the Partner, and spending made by the account which calculated solely by Ecommpro or Ecommpro Providers; and the Partner shall solely be responsible for the payment of the tax.
Regarding the failure to recurring fees in accordance with clauses (i) and (ii) of Clause 5 of this Agreement, Ecommpro may exercise its right to suspend the Services without giving additional time to the Partner and without prejudice to its rights arising from default. In case the payment is not deposited by the Partner within 7 (seven) days from the suspension of services with reserving Ecommpro’s legal rights (including claiming to attorney’s fee), the Partner's account will be canceled. For the avoidance of doubt, due to the fact that the provided service is commercial in nature, Partner, regardless of Ecommpro' exercise of the rights herein, is obliged to pay min 2% monthly interest on the unpaid amount until the day the relevant amount is actually paid.
In the event that the card is warned that the card is closed or stolen at the time of payment, the said account will be immediately canceled by Ecommpro and/or Ecommpro Providers.
Payments under this Agreement will be made with payment instruments permitted by Ecommpro, such as EFT, SWIFT, SEPA, Cryptocurrency and credit cards (“Payment Instruments”). The Partner is solely responsible for all kinds of costs and expenses such as commissions, service fees arising from the transactions carried out with the Payment Instruments.
If Ecommpro and/or Ecommpro Providers determines that the relevant accounts are being used unlawfully, including illegal money transfers, it reserves the right to terminate the agreement to Partner without any notice, and refuse to transfer the relevant amounts to any account, or transfer them back to the source account which Partner originally made the payment, unless otherwise specified in accordance with applicable laws.
Ecommpro and/or Ecommpro Providers has the right to withhold the amount in its account and, if necessary, to take legal action to collect the payments owed, in case of suspicion of fraud or fraudulent activities in the transactions carried out by the Partner or if any of its payments are refused.
It is forbidden for the Partner to request a refund to the account of a third party, other than the account from which Partner originally made the payment. While investigating the relevant situation, Ecommpro reserves the right to request various information for the identification or separation of the Partner and to withhold any refund until the relevant transactions are verified.
The Partner agrees not to use the Partner Account other than the services provided under this Agreement. Ecommpro declares that it is not intended for commercial use or commercial transactions of third parties or Partner via transfer between individuals and accounts contrary to the purpose of the services in this Agreement. If Ecommpro and/or Ecommpro Providers suspects a use contrary to this clause, it may terminate the contract, reverse its transactions or put it on hold its account, or put a reserve in its funds at any time without notice.
RIGHTS AND LIABILITIES OF THE PARTIES
The Partner is obliged to experience the Services provided by Ecommpro and/or Ecommpro Providers within the scope of this Agreement within 7 (seven) days at the latest from the date the Services are provided to the Partner and within the same period, it is mandatory to notify Ecommpro of the defects it detects in the Products and/or Services via e-mail. The Partner is obliged to notify Ecommpro (operations@ecommpro.co) by email within 7 (seven) days from the date of receipt of the email if he/she detects any problem, objection or defect in the expenditures to be notified monthly by Ecommpro to the Partner's email address in the system. Otherwise, the Services will be deemed to have been accepted by the Partner and the Partner will not be able to make any claims regarding the defectiveness of the Services. No refund can be requested for services rendered under any circumstances.
Ecommpro and/or Ecommpro Providers will not share content on relevant advertising platforms without the written consent of the Partner. The responsibility for compliance with the advertising policies and other rules and policies in the relevant advertising platforms belongs to the Partner. Additionally, the Service and Advertisement provided by Ecommpro does not include any consultancy regarding the compliance of Advertisements published by the Partner and in addition to the advertising policies and other rules and policies of the relevant platforms where the advertisement is published, the responsibility for ensuring that the advertisements comply with the legislation and the law shall also belong to the Partner. In case the Partner's advertisements are contrary to the advertising policies and/or other rules and policies of the platform where the Advertisement is published, and/or to the advertisement legislation and/or to the law, the responsibility against any claims to arise shall belong exclusively to the Partner. If Ecommpro needs to make payments to third parties and/or companies in this regard, the Partner is obliged to pay the aforementioned amount to Ecommpro immediately, in cash and in a single sum, upon the first request of Ecommpro.
The Partner accepts that all information and documents provided to Ecommpro under this Agreement reflect the truth and are accurate. Otherwise, all responsibility belongs to the Partner and if Ecommpro needs to make payments to third parties and/or companies in this regard, the Partner is obliged to pay the aforementioned amount to Ecommpro immediately, in cash and in a single sum, upon the first request of Ecommpro.
In case the Partner publishes content, through the advertising account provided by Ecommpro and/or Ecommpro Providers, about the product or service features, unreal price information, unrealistic options that are not included in the Partner's applications under the scope of the service in Clause 4.2., Ecommpro cannot be held responsible for such content under any circumstances. In such a case, Ecommpro reserves the right to terminate this Agreement immediately.
All intellectual property rights resulting from the trademarks and logos of the parties and from all kinds of trademarks, designs, logos, emblems, domain names, trade dress, slogans and all other content created by the Parties are under the possession of the Parties. The Parties may not use, share, distribute, display, reproduce or make derivative works from the intellectual property rights of the other Party or its affiliates without permission. The Parties may not make public announcements and advertisements within the scope of this Agreement, or use the other Party's titles, trademarks and logos in any way, without the written consent of the other Party, through announcements and advertisements or through all kinds of media channels such as the press, broadcasting and internet. In case the Parties act contrary to this Clause and/or cause damage to the reputation of the other Party’s trademark due to fault or negligence, the damaging Party shall immediately indemnify the damage to be suffered, upon the first written request.
The Partner shall conduct all communication activities arising from the commercial relationship between them as regulated in Clause 16; accepts and declares that verbal requests or agreements shall not be valid. Ecommpro and/or Ecommpro Providers have the right to reach and notify the Partner through the contact information it provided while registering to the system, and the notification will replace the written notification.
The parties' failure to use or delay in using any of their rights, powers or privileges arising from this Agreement does not mean that they waiver from such rights, cannot be interpreted as as a waiver and use of any of them individually or partially, does not constitute an obstacle to the full use or subsequent use of the unused rights, powers and privileges, without prejudice to the prevailing provisions of the legislation on legal statute of limitations. A one time waiver of the implementation of any provision, clause or condition in this Agreement shall not constitute and shall not be construed as a complete waiver, a future or perpetual waiver of the relevant provision, clause or condition.
Within the scope of this Agreement, notices and warnings to be sent by one of the Parties in order to put the other Party in default or to terminate the Agreement must be made in writing and via e-mail, the details of which are provided during registration to the system.
The parties shall not grant any warranties of sale, whether express or implied, including any warranties of merchantability, performance, marketability and fitness for a particular purpose. Ecommpro and/or Ecommpro Providerscannot be held responsible for any indirect damages, including lost profits and negative damages, that may arise from the Service to be provided.
The Partner will not make any press releases or public announcements on the subject of this Agreement without obtaining Ecommpro and/or Ecommpro Providers' approval in writing. Stamp duty and all other taxes, duties and expenses arising from this Agreement shall be paid by the Partner.
The Partner will not transfer the account, password or any other right it has created to benefit from Ecommpro and/or Ecommpro Providers services to other persons; they will not be used, they will not be subject to trade; will not make any claims against Ecommpro and /or Ecommpro Providers regarding the consequences of actions and/or actions to the contrary. The Partner is solely responsible for the security of access tools such as usernames or passwords provided to them or created by them in order to benefit from the services offered by Ecommpro, and for taking the necessary measures to prevent them from being seized by third parties, and are solely responsible for the consequences of actions and transactions contrary to this.
TERM OF THE AGREEMENT AND ANNULMENT
This Agreement shall be valid as of the date of signing/approval. The Partner agrees to pay the monthly service and commission fee specified in Clause 5 (i) and (ii) in order to benefit from the Service, which will remain in effect continuously, unless this agreement is terminated and the Service is suspended pursuant to Clause 5. Whereas, Ecommpro reserves the right to re-determine the price announced on its website. The partner accepts this in advance.
Ecommpro has the right to terminate this Agreement at any time and immediately, without giving any reason and without compensation, provided that the other Party is notified in writing. The Partner cannot demand the refund of the payments made until the termination date.
In case the Parties act contrary to their obligations and commitments in this Agreement, without prejudice to the regulations regarding the notice to be sent regarding the payment not made on time pursuant to Clause 5, except in cases where the right of immediate termination is granted, a cease and desist letter shall be sent by the injured Party to the other Party, where it will be requested to remedy the violation within 7 (seven) days, otherwise the Agreement will be deemed to be terminated automatically without the need for a further warning or notice. If the said violation is still not remedied at the end of the specified period, the Agreement shall be deemed to be terminated automatically at the end of this period. Without any hesitation, if the relevant payment is made by credit card in case of warnings such as the card is closed or stolen is displayed, except for insufficient balance, said account will be immediately canceled by Ecommpro directly and a notification for cancellation will be sent. Without any hesitation, the account will be canceled immediately in case of violation or non-compliance with the policies in connection with and / or related to the Service specified in Clause 4.
If one of the parties declares bankruptcy, concordato or liquidation of the company or in case of initiation of bankruptcy, termination proceedings against him by other official authorities before the court or filing a lawsuit with a request for the postponement of bankruptcy, or in case a decision to postpone the bankruptcy or the appointment of a trustee or trustee in the same way is issued or is subject to any current or future similar legal action, the other Party's right to immediately terminate the Agreement shall be reserved.
If the Partner violates its obligations listed under Clause 4, 5, 6 and 9 of this Agreement, Ecommpro has the right to terminate this Agreement immediately, without prejudice to the right of compensation of Ecommpro, the Partner agrees and undertakes to pay the penal clause for each such violation in cash, without demanding any reduction; or to accepting its withdrawal from the Partner account by Ecommpro Providers without giving any notice. The choice will be determined solely by Ecommpro.
In the event of termination of this Agreement for any reason, the Partner's access to the sub-account subject to the Service in Clause 4.2 will only be possible with view only. With the said viewing authority, the Partner will be able to see the historical data in the sub-account, and will not be able to take any new action.
In the event that the Service subject to this Agreement is terminated by Ecommpro for any reason or the Agreement is terminated, the Partner accepts, declares and undertakes in advance that all existing and broadcast Advertisements will be terminated unilaterally by Ecommpro. Likewise, in the event of such a situation, the Partner accepts, declares and undertakes in advance that he will not claim any rights and/or raise any material claims against Ecommpro in any way whatsoever.
INDEMNIFICATION
By this Agreement, the Partner accepts that it is solely responsible for all third party demands, claims and investigations and all kinds of damages and expenses arising against Ecommpro and/or Ecommpro Providers its subsidiaries, affiliates, officers, representatives, shareholders and/or employees based on the reasons of (1) Acting contrary to the agreement; (2) violating the rights of another person or organization or applicable legislation, including but not limited to the following; (3) Content transmitted or used by the Partner within the scope of the Services within the scope of Clause 4 and the Advertisements; (4) any activity carried out by the Partner on or through the Services; or (5) a false/misleading statement of the Partner and that Ecommpro and/or Ecommpro Providers its subsidiaries, affiliates, officers, representatives, shareholders and/or employees have no liability in this regard. If necessary, the Partner agrees to cooperate fully along with its subsidiaries, affiliates, officers, representatives, shareholders and/or employees against any third party demand, claim, any dispute or any defense.
In case of violation of the provisions of the agreement and / or relevant legislation or the violation of the rights of another person or institution, due to the content, data or information submitted, contributed, published or transmitted by the Partner with or regarding the Services within the scope of Clause 4, the Partner accepts in advance that Ecommpro and/or Ecommpro Providers and/or its subsidiaries, affiliates, officers, agents, shareholders and/or employees shall not be responsible for any claims including legal fees arising from them or claimed by any third party, the Partner will be solely responsible for all such claims, costs and damages and if a liability or loss arises due to the above-mentioned violations, Ecommpro and/or Ecommpro Providers and/or its subsidiaries, affiliates, officers, representatives, shareholders and/or employees or other related third parties/entities agree to indemnify immediately, in cash and in full, without any need to receive any respective request.
Except where caused by an intentional breach of agreement by Ecommpro, Ecommpro and/or Ecommpro Providers its subsidiaries, affiliates, officers, agents or other partners and employees will not be liable for any change, corruption, damage or loss that may result from not properly protecting account opening information, including Partner passwords. Partner agrees to immediately notify Ecommpro of any unauthorized access or use of Partner's account, login information, credentials or passwords, or any unauthorized activity on their account. Ecommpro and/or Ecommpro Providers has the right to suspend or terminate the Services without notice to the Partner if it reasonably suspects any unauthorized activity, and the Partner agrees to cooperate with Ecommpro in any investigation of suspected or unauthorized activities.
In case the commitments and obligations in this Agreement are not fulfilled by the Partner in the current legislation in case Ecommpro, or Ecommpro Providers its subsidiaries, affiliates, officers, representatives, partners and/or employees, and/or third parties suffer any loss during the provision of the Service including but not limited to any other damages to the above listed parties, the Partner agrees to pay the amount of direct and indirect damage incurred immediately and in a single sum, without the need for a court decision.
LIMITATION OF RESPONSIBILITY
TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHETHER EXPRESS OR IMPLIED, ALL TERMS, WARRANTIES, REPRESENTATIONS OR OTHER TERMS APPLICABLE TO THE SERVICES OR THE SERVICE CONTENT ARE EXCLUDED.
EVEN IF ECOMMPRO INFORMED THE PARTNER OF POSSIBLE DAMAGES AGAINST THE PARTNER, ECOMMPRO SHALL NOT BE LIABLE FOR ANY CLAIMS BASED ON ANY LOSS OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS (RELATED TO THE PRINCIPLES OF THE AGREEMENT, BASED ON WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY MANDATORY DUTY OR ANY OTHER CLAIMS).
IN ANY CASE, IF ANY RIGHT TO CLAIM ARISES BY MUTUAL AGREEMENT OR LEGAL METHODS DUE TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, ANY INDEMNIFICATION CLAIM TO BE SENT TO ECOMMPRO AND/OR ECOMMPRO PROVIDERS AND/OR ITS SUBSIDIARIES AND ITS AFFILIATES AND ITS REPRESENTATIVES SHALL, AT ALL TIMES, BE LIMITED WITH DIRECT DAMAGES AND THE INCOME TO BE OBTAİNED BY ECOMMPRO UNDER THIS AGREEMENT IN THE RESPECTIVE YEAR.
ECOMMPRO AND/OR ECOMMPRO PROVIDERS SHALL BE LIABLE FOR DAMAGES SUFFERED BY THE PARTNER ONLY IF THERE IS SEVERE DEFECTIVE OR DELIBERATE ACTION OF THE ECOMMPRO AND/OR ECOMMPRO PROVIDERS WHEN ECOMMPRO AND/OR ECOMMPRO PROVIDERS FAILS TO FULFILL ITS OBLIGATIONS AT ALL OR FAILS TO FULFILL ITS OBLIGATIONS IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT.
IF SOME SERVICES TO BE PROVIDED BY ECOMMPRO AND/OR ECOMMPRO PROVIDERS UNDER THIS AGREEMENT AND ITS ANNEXES ARE PROVIDED BY SUB-CONTRACTORS (THIRD PARTY), PARTNER AGREES, REPRESENTS AND WARRANTIES THAT ECOMMPRO AND/OR ECOMMPRO PROVIDERS SHALL HAVE NO RESPONSIBILITY REGARDING DEFECTS THAT MAY BE EXPERIENCED IN THE PERFORMANCE OF THE SERVICES PROVIDED BY SUB-CONTRACTORS (THIRD PARTIES) AND THEREFORE MAKES NO CLAIMS AGAINST ECOMMPRO AND/OR ECOMMPRO PROVIDERS, UNDER ANY UNDER ANY NAME.
CONFIDENTIALITY AND PROTECTION OF PERSONAL DATA
Information that is the subject of this Agreement and shared by one of the Parties with the other Party and its employees within the scope of the Privacy Policy (as defined below), and which is verbal, visual, magnetic or in any other medium and will be defined as "Confidential Information"; includes all kinds of information, including but not limited to, all written financial, commercial, financial, technical information, customer information, information that the Parties describe as confidential information, that the Parties will learn during the commercial relationship.
The Parties irrevocably declares and undertakes in advance that the Confidential Information of the other Party to be provided by each Party within the framework of this Agreement:
will be always kept confidential, saved and protected,
will not be directly or indirectly used for purposes other than the purposes of the commercial relationship between the parties,
will not be disclosed, sold or made available to third parties, said information will not be subject to commercial transactions and/or announced (“Privacy Policy”).
In the implementation of the privacy policy, the Parties; ensures that its agents, workers, employees and those who serve under its control in other capacity, act in accordance with the terms and conditions established by this Agreement, during and after the termination of their duties.
The situations that are not considered as Confidential Information and excluded from the scope of the Privacy Policy established by this Agreement are as follows:
Information that was known to the Parties before the signing of this Agreement and that the Parties did not obtain or learn from each other,
Information that has become public at the time of disclosure, without the fault of one of the parties,
Information that must be disclosed pursuant to applicable law, relevant legislation, other legal regulations, court decision and/or administrative order,
Information developed independently by one of the Parties without relying on or using the Confidential Information of the other Party as a source.
The Parties agree that any technical, commercial and professional information of the other Party to be obtained within the scope of this Agreement or during the execution of this Agreement is confidential, and it accepts, declares and undertakes not to copy this information in any way, not to disclose it to third parties and/or institutions, not to share, to take the necessary measures for the confidentiality of the information and not to use it for purposes other than the purpose of the Agreement, as an independent commitment from this Agreement. The obligations of the Parties under this Clause, even if this Agreement terminates for any reason, continues to be binding and valid for the parties without being subject to a period.
The Parties declare and undertake that their employees and, if any, affiliated organizations and their employees will comply with this confidentiality commitment. The parties accept, declare and undertake that they will be responsible in case of violations of these persons.
In case of breach of the confidentiality commitment, the Parties reserve the right to terminate this Agreement unilaterally, immediately and without compensation.
The confidentiality commitment is a commitment that will continue to be in effect for 2 (two) years, even if this Agreement is terminated in any way.
In terms of personal data to be obtained within the scope of the performance of this Agreement, the Parties declare and undertake that they will be responsible for taking all kinds of technical and administrative measures to ensure the appropriate level of security.
The parties agree and declare that their authorized persons and employees will not use the personal data they have obtained during and after the performance of this Agreement other than for the purposes required by the Agreement. In order to avoid any doubt; the Parties agree and undertake to process personal data directly related to the performance of the Agreement and in accordance with the purpose and to a limited extent and to the extent necessary for the content and purpose of the Agreement and not to share it with third parties other than the limitations stated above.
In addition, the Parties are obliged not to use or not to make available for use the personal data for the purpose of gaining benefits for themselves or third parties, in case such data passes to the hands of unauthorized third parties, they are obliged to immediately notify the other Party and to ensure that the necessary measures are taken.
The parties agree and undertake that the above-mentioned issues are also binding for their employees.
The parties agree and declare that following the disappearance of the reasons requiring the processing of the personal data obtained within the scope of the performance of the Agreement, unless otherwise stated in the law, they will delete the said personal data within the legal periods specified in the law and that they will destroy or anonymize and notify the other Party in writing.
The Parties accept, declare and undertake that they will fulfill their obligation to inform the data owners for the personal data they process in terms of this Agreement and that they will obtain the express consent of the data owners if necessary.
The Parties accept, declare and undertake that they will immediately compensate for any damages incurred by the other Party and/or the third party due to their violation of this Agreement or the relevant legislation, and that they are responsible to the official authorities and third parties in this regard in proportion to their faults.
Since the commitment to protect personal data is given regardless of the Agreement period, even if this Agreement is terminated in any way, it is a commitment that will continue to be in effect for an indefinite period of time.
Without prejudice to Ecommpro' limited liability in Clause 9 of the Agreement, Ecommpro shall compensate for the direct material damage determined by the final court decision that the Partner may suffer due to the violation of the obligations in this Clause. For the avoidance of doubt, Ecommpro' liability is limited to the income Ecommpro has earned under this Agreement during the relevant year pursuant to Clause 9.3.
TRANSFER OF THE AGREEMENT
The parties accept that they shall not transfer or assign this Agreement and/or their rights, obligations, receivables and responsibilities arising from this Agreement to third natural or legal persons in any way whatsoever, will not make any other natural or legal third person a partner in their rights and receivables for any reason or enable any other natural or legal third person to use their rights and receivables. Ecommpro reserves the right to transfer this Agreement and/or its rights and obligations subject to this Agreement to its affiliates without seeking the consent of the Partner.
FORCE MAJEURE
In case of the circumstances that did not exist at the time of signing the Agreement and that developed beyond the control of the Parties, the following circumstances that prevent the Parties from complying with their obligations are accepted as force majeure: The laws and regulations that prevent, delay or make impossible the fulfillment of obligations by Hong Kong SAR China, United States of America, European Union and Turkish or relevant foreign official authorities, war, strikes, lockouts, public movements, earthquakes, other natural disasters, epidemics and terrorist incidents that directly affect the parties, as well as other force majeure stipulated by the law. The Party exposed to force majeure that prevents the fulfillment of its obligations arising from the Agreement immediately notifies the other Party in writing. In this case, the obligations of the Parties are postponed until the end of the force majeure and fulfilled by the Parties as soon as possible following the end of the force majeure. In case the force majeure lasts longer than 30 (thirty) days, the Parties may decide to terminate this Agreement. In order to avoid any doubt, force majeure provisions will not apply in the performance of money debts.
WAIVER
Failure of any of the Parties to exercise any of the rights in this Agreement shall not be interpreted as a waiver of the said right.
SEVERABILITY
In the event that any clause and provision of this Agreement is invalid or unenforceable, the remaining clause and provisions will continue to be binding with full capacity. The Parties shall make the necessary arrangements by mutual agreement to replace such invalid or unenforceable clauses and provisions with other clauses and provisions suitable for the same purpose.
AMENDMENT
The Parties can amend this Agreement, any information and "Content" on the Ecommpro website at any time without sending any notice or notification to the Partner. These amendments will be published periodically on “https://www.ecommpro.co/” and will be effective on the date of publication. Any natural or legal person who makes use of the Services for a fee or free of charge, or accesses Ecommpro in any way, is deemed to have accepted any amendment to the Agreement. This Agreement is published on the https://www.ecommpro.co/ website; Access is made possible by any natural or legal person who accepts the Agreement. “Content” refers to all kinds of information, text, files, pictures, videos, numbers, etc., which are published and accessible, are visual, written and auditory images.
DELIVERY AND NOTIFICATION ADDRESS
The Parties declare that the addresses written in this Agreement are their legal notification addresses, unless the address change is notified to the other Party through a notary public, the notifications to these addresses will have all legal consequences of the legally valid notification.
The parties accept that the notifications sent to the e-mail address specified below for Ecommpro and the e-mail address specified when signing up for the Partner are valid in all notifications under the Agreement. The Partner is obliged to notify Ecommpro immediately if its email address changes.
Ecommpro
Email: info@ecommpro.co
GOVERNING LAW
Any dispute arising from the interpretation and application of this Agreement shall be governed by Hong Kong SAR China law.
AUTHORIZED COURT
Hong Kong SAR China Courts and Enforcement Offices are authorized in case of any dispute arising from the implementation of this Agreement.
The Parties accept, declare and undertake that the commercial books, records and computer records of the Parties shall constitute valid, binding and conclusive evidence in disputes that may arise from this Agreement itself and its performance.
FINAL PROVISION
The annexes of the Agreement are an integral part of the Agreement. In case of conflict between the Agreement and its annexes, the provisions of the Agreement shall prevail.
This Policy and all its terms are drawn up in the English language. This Policy and all its terms may be translated into any language other than English provided that the English text shall in any event prevail during execution, interpretation, in case of any dispute and the jurisdiction.
Annex 1: Advertisement Account Rental Terms of Service
This Agreement, consisting of 19 (nineteen) main Clauses, has been approved by the Parties and shall enter into force on the date specified in Clause 7 of this Agreement.
Annex 1: Advertisement Account Rental Terms of Service
The Partner undertakes to act in accordance with this Annex 1 if he/she performs the relevant steps within the scope of Clause 4.2. in the Agreement.
DEFINITION OF THE SERVICES:
The services that Ecommpro undertakes to the Partner under this Annex 1 consist of “opening a Facebook Business Manager account and offering a sub-account to the Partner that will be used by the Partner only for advertising activities and advertising campaigns (“Advertisement”) within the said account ("Service").
The responsibility for the determination and implementation of all kinds of operations of the campaign to be published, such as the targeting details, budget, limits of the advertising campaigns, the visuals to be used from the advertisements, the selection of content, and the clarifications texts belong to the Partner.
Ecommpro declares that it will provide the Service specified in article 1.1 in Annex 1 in accordance with the information provided and submitted by the Partner and is not responsible for incomplete, incorrect or inaccurate information.
PRINCIPLES OF ADVERTISING:
The Partner undertakes that due to the creation of a sub-account linked to the Ecommpro account, the authorizations of Ecommpro Providers in this sub-account are secondary and Ecommpro Providers will use such authorizations as a secondary and prudent tradesman.
The Partner will act with a sense of responsibility towards society and the consumer in its Advertisements. In this context, the Partner accepts, declares and undertakes that he/she will publish advertisements in accordance with the decisions, opinions and guidelines of the Advertisement Self-Control Board based on the principles determined by the relevant laws and laws, especially the Law on the Protection of the Consumer and the Regulation on Commercial Advertising and Unfair Commercial Practices; the Advertisements will not constitute a violation of the personality rights, moral rules, common courtesy, public interest, public safety, etc. and he/she has obtained permissions from official and administrative institutions, if necessary, for the publication thereof.
Advertisements shall not be designed to humiliate or ridicule or disparage any natural or legal persons, any industrial or commercial activity/profession, or any product by any means.
During this Annex 1, the Partner accepts, declares and undertakes that the Advertisement content (text/visual) to be published will not contain elements contrary to the legislation and general moral rules and the business and operation policies of Ecommpro, Ecommpro Providers, Meta Platforms, Inc. (Facebook), Google LLC (Google), Snap Inc. (Snapchat), TikTok Pte. Ltd. and/or their affiliates and/or affiliates; and that it will act in accordance with the policies published at https://www.facebook.com/policies/ads/ by Meta Platforms, Inc (Facebook) and revised from time to time and in accordance with the advertising policy of this platform in case of opening an account on other advertising platforms for instance: Meta Platforms, Inc. (Facebook), Google LLC (Google), Snap Inc. (Snapchat), TikTok Pte. Ltd. The Partner undertakes that the content of the Advertisement (text/visual) will not contain misleading, incomplete information and is solely responsible for the accuracy and compliance of the Advertisements with the legislation. Without prejudice to Ecommpro' right to monitor and interfere with such Advertisements, Ecommpro has no obligation to investigate the accuracy and/or regulatory compliance of the Affiliate's Advertisements, The advertising Partner irrevocably accepts, declares and undertakes that it will indemnify all the damage suffered, upon the first written request, all kinds of judicial/administrative fines and/or compensation paid or to be paid by Ecommpro Providers, Meta Platforms, Inc. (Facebook), Google LLC (Google), Snap Inc. (Snapchat), TikTok Pte. Ltd. and/or their affiliates and/or affiliates, affiliates, officers, representatives, partners and/or employees to third parties and/or institutions and organizations, which arise due to the advertising Partner's violation of this obligation and that the parties reserve the right of recourse to the Partner.
In case the Advertisement content (text/visual) to be published has elements that are contrary to the legislation and general moral rules and to the business and operation policies of Ecommpro and/or Ecommpro Providers, Meta Platforms, Inc. (Facebook), Google LLC (Google), Snap Inc. (Snapchat), TikTok Pte. Ltd. and/or their affiliates and/or affiliates, or in the event that such content is characterized as damaging the corporate reputation of Ecommpro and/or Ecommpro Providers, Meta Platforms, Inc. (Facebook), Google LLC (Google), Snap Inc. (Snapchat), TikTok Pte. Ltd. and/or their affiliates and/or affiliates before the public Ecommpro and/or Ecommpro Providers, Meta Platforms, Inc. (Facebook), Google LLC (Google), Snap Inc. (Snapchat), TikTok Pte. Ltd. and/or their affiliates and/or affiliates are entitled to request that such content of the Advertisement (text/image) should be changed by the Partner within a given certain period of time, and the Partner should not publish the Advertisement until the necessary changes are made and/or they are entitled to remove it in their own discretion. In such a case, the Partner will not be entitled to raise any claims against Ecommpro and/or Ecommpro Providers, Meta Platforms, Inc. (Facebook), Google LLC (Google), Snap Inc. (Snapchat), TikTok Pte. Ltd. and/or their affiliates and/or affiliates. All responsibility of the Advertisements to be published by the Partner belongs to the Partner. Any Criminal or Legal responsibility that may arise from the content of the advertisements belongs to the Partner. The Partner agrees in advance that Ecommpro and/or Ecommpro Providers, Meta Platforms, Inc. (Facebook), Google LLC (Google), Snap Inc. (Snapchat), TikTok Pte. Ltd. and/or their affiliates and/or affiliates will not be responsible for these matters.
The Partner accepts, declares and undertakes that the advertisements and campaigns to be published in the account created under this Annex 1 are entitled to the industrial and intellectual rights and that the required intellectual rights are obtained for the trademarks as the subject matter of the Advertisements; and that in this context, the Partner has transferred all of its intellectual and industrial rights to Ecommpro since it will use the sub-account subject to the Service provided by Ecommpro and/or Ecommpro Providers.
Partner will not use any name, emblem, logo and other unique corporate identity elements of any natural or legal persons in advertisements in a way to mislead the consumer, and the industrial and intellectual property rights such as patents, trademarks, designs and models will not be violated. Otherwise, all compensation, loss, damage, etc. to arise, will be indemnified by the partner. In this sense, all sanctions that Ecommpro and/or Ecommpro Providers, Meta Platforms, Inc. (Facebook), Google LLC (Google), Snap Inc. (Snapchat), TikTok Pte. Ltd. and/or their affiliates and/or affiliates will be subject to will be paid by the Partner and will be compensated immediately, in a single sum and in cash.
The Partner agrees and undertakes that it will not raise any claims against Ecommpro and/or Ecommpro Providers, Meta Platforms, Inc. (Facebook), Google LLC (Google), Snap Inc. (Snapchat), TikTok Pte. Ltd. and/or their affiliates and/or affiliates due to cancellations and changes to be made pursuant to any judicial and administrative body decisions during the term of the Annex 1.
The obligations undertaken by the Partner under this Article 2 constitute the essential element of the Annex 1, and in case of violation of such obligations, the essential elements of the Annex 1 will be deemed to have been violated and Ecommpro shall have the right to terminate the Annex 1 unilaterally, without prejudice to any compensation rights.
PAYMENT TERMS
Within the scope of this Agreement, the Partner through Ecommpro itself or a third party authorized by it;
undertakes to pay the monthly price to be paid per account for the Services under the Agreement will be concluded agreement in the Insertion Order (hereinafter referred to as “IO”), and
in addition to this monthly fee, the Partner undertakes to pay a daily fee to be determined by the spending made by the Partner from the sub-account, based on the commission rates to be determined by the spending thresholds. The payment will be paid from its balance in the Partner Account.
In the event that the Partner starts to receive services from Ecommpro and/or Ecommpro Providers or campaigns start to be made through Ecommpro, Ecommpro will be entitled to a fee and the date of the receiving service will be accepted as a due date and the rights arising from the default can be exercised on the due date.
The Parties accept that the monthly price and daily commission rate concluded in the IO are an integral part of this Agreement.
Unless a different requirement is seen by Ecommpro, invoicing will be performed monthly/daily and/or on a Service basis, in accordance with the periods to be determined by Ecommpro. In accordance with the applicable legislation taxes, duties, charges or other official charges including but not limited to the value added, withholding and spending based taxes (hereinafter referred to as “tax”); will be determined by the information provided by the Partner, and spending made by the account which calculated solely by Ecommpro; and the Partner shall solely be responsible for the payment of the relevant tax.
Regarding the failure to recurring fees in accordance with clauses (3.1.) and (3.2.) of Clause 3 of this Annex, Ecommpro and/or Ecommpro Providers may exercise its right to suspend the Services without giving additional time to the Partner and without prejudice to its rights arising from default. In case the payment is not deposited by the Partner within 7 (seven) days from the suspension of services with reserving Ecommpro’s legal rights (including claiming to attorney’s fee), the Partner's account will be canceled. For the avoidance of doubt, due to the fact that the provided service is commercial in nature, Partner, regardless of Ecommpro' exercise of the rights herein, is obliged to pay min 2% monthly interest on the unpaid amount until the day the relevant amount is actually paid.
In the event that the card is warned that the card is closed or stolen at the time of payment, the said account will be immediately canceled by Ecommpro and/or Ecommpro Providers.
Payments under this Agreement will be made with payment instruments permitted by Ecommpro, such as EFT, SWIFT, SEPA, Cryptocurrency and credit cards (“payment instruments”). The Partner is solely responsible for all kinds of costs and expenses such as commissions, service fees arising from the transactions carried out with the Payment Instruments.
If Ecommpro and/or Ecommpro Providers determines that the relevant accounts are being used unlawfully, including illegal money transfers, it reserves the right to terminate the agreement to Partner without any notice, and refuse to transfer the relevant amounts to any account, or transfer them back to the source account which Partner originally made the payment, unless otherwise specified in accordance with applicable laws.
Ecommpro and/or Ecommpro Providers has the right to withhold the amount in its account and, if necessary, to take legal action to collect the payments owed, in case of suspicion of fraud or fraudulent activities in the transactions carried out by the Partner or if any of its payments are refused.
It is forbidden for the Partner to request a refund to the account of a third party, other than the account from which Partner originally made the payment. While investigating the relevant situation, Ecommpro reserves the right to request various information for the identification or separation of the Partner and to withhold any refund until the relevant transactions are verified.
The Partner agrees not to use the Partner account other than the services provided under this Agreement. Ecommpro declares that it is not intended for commercial use or commercial transactions of third parties or Partner via transfer between individuals and accounts contrary to the purpose of the services in this Agreement. If Ecommpro and/or Ecommpro Providers suspects a use contrary to this clause, it may terminate the contract, reverse its transactions or put it on hold its account, or put a reserve in its funds at any time without notice.
RIGHTS AND LIABILITIES OF THE PARTIES
The Service provided by Ecommpro and/or Ecommpro Providers does not include any consultancy regarding the compliance of Advertisements published by the Partner and In addition to the advertising policies and other rules and policies of the relevant platforms where the advertisement is published the responsibility for ensuring that the advertisements comply with the legislation and the law shall also belong to the Partner. In case the Partner's advertisements are contrary to the advertising policies and/or other rules and policies of the platform where the Advertisement is published, and/or to the advertisement legislation and/or to the law, the responsibility against any claims to arise shall belong exclusively to the Partner. If Ecommpro and/or Ecommpro Providers need to make payments to third parties and/or companies in this regard, the Partner is obliged to pay the aforementioned amount to Ecommpro immediately, in cash and in a single sum, upon the first request of Ecommpro.
The Partner accepts that all information and documents provided to Ecommpro under this Annex 1 reflect the truth and are accurate. Otherwise, all responsibility belongs to the Partner and if Ecommpro and/or Ecommpro Providers need to make payments to third parties and/or companies in this regard, the Partner is obliged to pay the aforementioned amount to Ecommpro immediately, in cash and in a single sum, upon the first request of Ecommpro.
In case the Partner publishes content, through the advertising account provided by Ecommpro, about the product or service features, unreal price information, unrealistic options that are not included in the Partner's applications, Ecommpro cannot be held responsible for such content under any circumstances. In such a case, Ecommpro reserves the right to terminate this Annex 1 immediately.
All intellectual property rights resulting from the trademarks and logos of the parties and from all kinds of trademarks, designs, logos, emblems, domain names, trade dress, slogans and all other content created by the Parties are under the possession of the Parties. The Parties may not use, share, distribute, display, reproduce or make derivative works from the intellectual property rights of the other Party or its affiliates without permission. The Parties may not make public announcements and advertisements within the scope of this Annex 1, or use the other Party's titles, trademarks and logos in any way, without the written consent of the other Party, through announcements and advertisements or through all kinds of media channels such as the press, broadcasting and internet. In case the Parties act contrary to this Clause and/or cause damage to the reputation of the other Party’s trademark due to fault or negligence, the damaging Party shall immediately indemnify the damage to be suffered, upon the first written request.
The Partner shall conduct all communication activities arising from the commercial relationship between them as regulated in Clause 16 in the Agreement; accepts and declares that verbal requests or agreements shall not be valid. Ecommpro has the right to reach and notify the Partner through the contact information it provided while registering to the Ecommpro Providers system, and the notification will replace the written notification.
The Parties' failure to use or delay in using any of their rights, powers or privileges arising from this Annex 1 does not mean that they waiver from such rights, cannot be interpreted as a waiver and use of any of them individually or partially, does not constitute an obstacle to the full use or subsequent use of the unused rights, powers and privileges, without prejudice to the prevailing provisions of the legislation on legal statute of limitations. A one time waiver of the implementation of any provision, clause or condition in this Annex 1 shall not constitute and shall not be construed as a complete waiver, a future or perpetual waiver of the relevant provision, clause or condition.
Within the scope of this Annex 1, notices and warnings to be sent by one of the Parties in order to put the other Party in default or to terminate the Annex 1 must be made in writing and via email, the details of which are provided during registration to the Ecommpro Providers system.
In terms of all rights and powers transferred to Ecommpro within the scope of Clause 2.6. of this Annex 1; the Partner accepts, declares and undertakes that third parties do not have any rights in Facebook Business Manager account or in the campaigns and advertisements published from this account, the rights transferred to Ecommpro and/or Ecommpro Providers by this Annex 1 belong to the Partner and if the Partner claims any rights, the compensation and other legal responsibilities that may arise from this situation will belong to the Partner, in which case, the partner will immediately and in cash compensate any and all losses incurred by Ecommpro and/or Ecommpro Providers, Meta Platforms, Inc. (Facebook), Google LLC (Google), Snap Inc. (Snapchat), TikTok Pte. Ltd. and/or their affiliates and/or affiliates, and that Ecompro will be entitled to terminate this Annex 1 for such reasons. Ecommpro reserves the right to additional indemnification in case the damage is not covered and/or more damage is caused than anticipated.
The Parties shall not grant any warranties of sale, whether express or implied, including any warranties of merchantability, performance, marketability and fitness for a particular purpose. Ecommpro cannot be held responsible for any indirect damages, including lost profits and negative damages, that may arise from the Service to be provided.
The Partner will not make any press releases or public announcements on the subject of this Annex 1 without obtaining Ecommpro' approval in writing.
The Partner undertakes that it knows and accepts in advance that it will have at least one staff member for reporting and tracking purposes in the Advertising sub-account within the scope of the Service offered to it by Ecommpro.
In the event that this Annex 1 is terminated for any reason, the Partner irrevocably agrees that it is not possible to delete/destroy the advertising materials, which may be the subject matter of intellectual property, used within the scope of the Advertisements within the scope of the Law on Intellectual and Artistic Works and the relevant legislation, and the campaign information in the nature of trade secrets, even if damage occurs in relation to them because of viewing, accessing, sharing and using of them by third parties,Ecommpro and/or Ecommpro Providers, Meta Platforms, Inc. (Facebook), Google LLC (Google), Snap Inc. (Snapchat), TikTok Pte. Ltd. and/or their affiliates and/or affiliates shall not have any responsibility, the Partner will not claim any rights against them and/or its directors, employees, representatives, partners, and that it waives all claims, compensations and litigation rights in this regard in advance.
The Partner accepts, declares and undertakes that the sub-accounts, for which the Customer will be granted the right to use under this Annex 1, may have been allocated to other customers of Ecommpro prior to the allocation to the Customer and due to such allocation, there are information and materials in the accounts that belong to third parties (former customers) that may be the subject of intellectual property within the scope of the Law on Intellectual and Artistic Works and related legislation, within the scope of trade secrets and/or personal data; the Partner will not copy, disseminate, access, change, use any information, certificate, document, material, including the above, that does not belong to him; and the Partner irrevocably accepts, declares and undertakes that he/she will be solely responsible for all damages suffered by third parties in case of breach of the above and/or for all claims and demands in this regard to be raised against Ecommpro and/or Ecommpro Providers, Meta Platforms, Inc. (Facebook), Google LLC (Google), Snap Inc. (Snapchat), TikTok Pte. Ltd. and/or their affiliates and/or affiliates and their directors, employees, representatives, partners; and if they pay compensation to third parties for any reason, they will be entitled to recourse rights against the Partner upon the first written request.
TERM OF THE Annex 1 AND ANNULMENT
This Annex 1 shall be valid as of the date of signing/approval. The Partner agrees to pay the monthly service and commission fee specified in Clause 5 (i) and (ii) in order to benefit from the Service, which will remain in effect continuously, unless Annex 1 is terminated and the Service is suspended pursuant to Clause 5. Whereas, Ecommpro reserves the right to re-determine the price. The partner accepts this in advance.
Ecommpro has the right to terminate this Annex 1 at any time and immediately, without giving any reason and without compensation, provided that the other Party is notified in writing. The Partner cannot demand the refund of the payments made until the termination date.
In case the Parties act contrary to their obligations and commitments in this Annex 1, without prejudice to the regulations regarding the notice to be sent regarding the payment not made on time pursuant to Clause 5, except in cases where the right of immediate termination is granted, a cease and desist letter shall be sent by the injured Party to the other Party, where it will be requested to remedy the violation within 7 (seven) days, otherwise the Annex 1 will be deemed to be terminated automatically without the need for a further warning or notice. If the said violation is still not remedied at the end of the specified period, the Annex 1 shall be deemed to be terminated automatically at the end of this period. Without any hesitation, if the relevant payment is made by credit card in case of warnings such as the card is closed or stolen is displayed, except for insufficient balance, said account will be immediately canceled by Ecommpro directly and a notification for cancellation will be sent. Without any hesitation, the account will be canceled immediately in case of violation or non-compliance with the policies in connection with and / or related to the Service specified in article 1 in Annex 1.
If one of the parties declares bankruptcy, concordato or liquidation of the company or in case of initiation of bankruptcy, termination proceedings against him by other official authorities before the court or filing a lawsuit with a request for the postponement of bankruptcy, or in case a decision to postpone the bankruptcy or the appointment of a trustee or trustee in the same way is issued or is subject to any current or future similar legal action, the other Party's right to immediately terminate the Annex 1 shall be reserved.
In the event that the Partner violates its obligations listed in Clause 2, 3, 4, 5, 6 and 7 of this Annex 1, Ecommpro has the right to terminate immediately, and Ecommpro' right to compensation is reserved, but the penal clause for each violation is 50,000 USD. accepts and undertakes to pay immediately in cash without requesting a discount; or to accept its withdrawal from the Partner account by Ecommpro without giving any notice. The choice will be determined solely by Ecommpro.
In the event of termination of this Annex 1 for any reason, the Partner's access to the sub-account subject to the Service will only be possible with view only. With the said viewing authority, the Partner will be able to see the historical data in the sub-account, and will not be able to take any new action.
In the event that the Service subject to this Annex 1 is terminated by Ecommpro for any reason or the Annex 1 is terminated, the Partner accepts, declares and undertakes in advance that all existing and broadcast Advertisements will be terminated unilaterally by Ecommpro. Likewise, in the event of such a situation, the Partner accepts, declares and undertakes in advance that he will not claim any rights and/or raise any material claims against Ecommpro in any way whatsoever.
The Partner will not make any press releases or public announcements on the subject of this Annex 1 without Ecommpro' approval in writing. Stamp duty and all other taxes, duties and expenses arising from this Annex 1 shall be paid by the Partner.
INDEMNIFICATION
By this Annex 1, the Partner accepts that it is solely responsible for all third party demands, claims and investigations and all kinds of damages and expenses arising against Ecommpro subsidiaries, affiliates, officers, representatives, shareholders and/or employees based on the reasons of (1) Acting contrary to the Annex 1; (2) violating the rights of another person or organization or applicable legislation, including but not limited to the following; (3) Content transmitted or used by the Partner within the scope of the Services; (4) any activity carried out by the Partner on or through the Services; or (5) a false/misleading statement of the Partner and that Ecommpro subsidiaries, affiliates, officers, representatives, shareholders and/or employees have no liability in this regard. If necessary, the Partner agrees to cooperate fully along with its subsidiaries, affiliates, officers, representatives, shareholders and/or employees against any third party demand, claim, any dispute or any defense.
In case of violation of the provisions of the Annex 1 and / or relevant legislation or the violation of the rights of another person or institution, due to the content, data or information submitted, contributed, published or transmitted by the Partner with or regarding the Services, the Partner accepts in advance that Ecommpro and/or its subsidiaries, affiliates, officers, agents, shareholders and/or employees shall not be responsible for any claims including legal fees arising from them or claimed by any third party, the Partner will be solely responsible for all such claims, costs and damages and if a liability or loss arises due to the above-mentioned violations, Ecommpro and/or its subsidiaries, affiliates, officers, representatives, shareholders and/or employees or other related third parties/entities agree to indemnify immediately, in cash and in full, without any need to receive any respective request.
Except where caused by an intentional breach of Annex 1 by Ecommpro, Ecommpro and its subsidiaries, affiliates, officers, agents or other partners and employees will not be liable for any change, corruption, damage or loss that may result from not properly protecting account opening information, including Partner passwords. Partner agrees to immediately notify Ecommpro of any unauthorized access or use of Partner's account, login information, credentials or passwords, or any unauthorized activity on their account. Ecommpro and/orEcommpro Providers has the right to suspend or terminate the Services without notice to the Partner if it reasonably suspects any unauthorized activity, and the Partner agrees to cooperate with Ecommpro in any investigation of suspected or unauthorized activities.
In case the commitments and obligations in this Annex 1 are not fulfilled by the Partner in the current legislation in case Ecommpro, or Ecommpro' subsidiaries, affiliates, officers, representatives, partners and/or employees, and/or third parties suffer any loss during the provision of the Service including but not limited to any other damages to the above listed parties, the Partner agrees to pay the amount of direct and indirect damage incurred immediately and in a single sum, without the need for a court decision.
LIMITATION OF RESPONSIBILITY
TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHETHER EXPRESS OR IMPLIED, ALL TERMS, WARRANTIES, REPRESENTATIONS OR OTHER TERMS APPLICABLE TO THE SERVICES OR THE SERVICE CONTENT ARE EXCLUDED.
EVEN IF ECOMMPRO INFORMED THE PARTNER OF POSSIBLE DAMAGES AGAINST THE PARTNER, ECOMMPRO AND/OR ECOMMPRO PROVIDERS SHALL NOT BE LIABLE FOR ANY CLAIMS BASED ON ANY LOSS OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS (RELATED TO THE PRINCIPLES OF THE ANNEX 1, BASED ON WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY MANDATORY DUTY OR ANY OTHER CLAIMS).
IN ANY CASE, IF ANY RIGHT TO CLAIM ARISES BY MUTUAL ANNEX 1 OR LEGAL METHODS DUE TO THE SERVICES PROVIDED UNDER THIS ANNEX 1, ANY INDEMNIFICATION CLAIM TO BE SENT TO ECOMMPRO AND/OR ITS SUBSIDIARIES AND ITS AFFILIATES AND ITS REPRESENTATIVES SHALL, AT ALL TIMES, BE LIMITED WITH DIRECT DAMAGES AND THE INCOME TO BE OBTAİNED BY ECOMMPRO UNDER THIS ANNEX 1 IN THE RESPECTIVE YEAR.
ECOMMPRO SHALL BE LIABLE FOR DAMAGES SUFFERED BY THE PARTNER ONLY IF THERE IS SEVERE DEFECTIVE OR DELIBERATE ACTION OF THE ECOMMPRO WHEN ECOMMPRO FAILS TO FULFILL ITS OBLIGATIONS AT ALL OR FAILS TO FULFILL ITS OBLIGATIONS IN ACCORDANCE WITH THE TERMS OF THE ANNEX 1.
IF SOME SERVICES TO BE PROVIDED BY ECOMMPRO UNDER THIS ANNEX 1 AND ITS ANNEXES ARE PROVIDED BY SUB-CONTRACTORS (THIRD PARTY), PARTNER AGREES, REPRESENTS AND WARRANTIES THAT ECOMMPRO SHALL HAVE NO RESPONSIBILITY REGARDING DEFECTS THAT MAY BE EXPERIENCED IN THE PERFORMANCE OF THE SERVICES PROVIDED BY SUB-CONTRACTORS (THIRD PARTIES) AND THEREFORE MAKES NO CLAIMS AGAINST ECOMMPRO, UNDER ANY UNDER ANY NAME.
AMENDMENT
The Parties can amend this Annex 1, any information and "Content" on the Ecommpro website at any time without sending any notice or notification to the Partner. These amendments will be published periodically on “https://www.ecommpro.co/” and will be effective on the date of publication. Any natural or legal person who makes use of the Services for a fee or free of charge, or accesses Ecommpro in any way, is deemed to have accepted any amendment to the Annex 1. This Annex 1 is published on the https://www.ecommpro.co/ website; Access is made possible by any natural or legal person who accepts the Annex 1. “Content” refers to all kinds of information, text, files, pictures, videos, numbers, etc., which are published and accessible, are visual, written and auditory images.
TRANSFER OF THE RIGHT and OBLIGATION under ANNEX 1
The parties accept that they shall not transfer or assign this Annex 1 and/or their rights, obligations, receivables and responsibilities arising from this Annex 1 to third natural or legal persons in any way whatsoever, will not make any other natural or legal third person a partner in their rights and receivables for any reason or enable any other natural or legal third person to use their rights and receivables. Ecommpro reserves the right to transfer this Annex 1 and/or its rights and obligations subject to this Annex 1 to its affiliates without seeking the consent of the Partner.