This User Agreement (the “Agreement”) is hereby made and executed between the natural person or the legal entity (the “User”), who has downloaded “Studio”mobile application (the “Application”) or uses the website (the “Website”), at www.mindfulnessstudio.app, and “MINDFULNESS ALLIANCE EGITIM VE DANISMANLIK ANONIM SIRKETI” (the “Company”), which is located at “Levent Mahallesi Cayircimen sok. Emlak Bankasi Bloklari A2 Blok No:3 Ic Kapi No:36″; and the terms and provisions of this Agreement shall be deemed to have been agreed upon by the User and entered into force upon the User’s downloading the Application to the respective mobile device thereof and/or starting using the Website.
Each of the User and the Company shall hereinafter be individually referred to as the “Party” and the same shall hereinafter be collectively referred to as the “Parties”.
2. Service Description – Scope
The “Studio” Application is an application, which offers advisory information and exercises, which are intended to help the Users develop such physical/mental habits to manage their stress level, enhance their focus, empty their minds, eat well and to live a better quality life, visually and/or audibly or in writing in the form of lectures by experts or recorded “video/audio/written contents”.
3. Use of the Contents
The Company is the owner and the license holder or the right holder of the all intellectual property rights of the general appearance and the design of the Website and the Application as well as any and all materials on the Website and the Application, including any and all information, images, trademarks and brands, the domain name of the Website, any and all logos, icons, demonstrative elements, technical data, which are presented in electronic, graphic or machine-readable form, the computer software, the implemented sales system, business method and the business model (the “Materials”), and the Materials remain under legal protection. The Materials that are available on the Website and/or the Application, including the codes and the software, may not, without prior written permission and giving proper reference, be altered, copied, reproduced, translated into another language, republished, loaded to another computer, posted, transmitted, presented or distributed. The Website and/or the Application may not, wholly or partially, be used on another website or mobile application without permission.
The User shall be directly liable for any loss or damage, which could occur as a result of sharing of any information such as the designated or self-designated user name and the password of the User and/or usage rights (including the usage of such information and/or rights by any other party than the User) with the third persons or entities. Likewise, the User may not use such personal data or information such as the IP address, electronic mail address and username of any other party on the internet and may not access to or use the private data or information of any other User without authorization. The User hereby agrees to assume any and all legal and criminal liabilities that could occur as a result of such use.
The Company shall not be liable, either directly or indirectly, for any loss or damage that could arise out of any breach of the agreement, tort or any other reason due to the use of the Website or the Application and any other data or program.
The Company hereby denies any liability regarding any interruption of any transaction, error, negligence, interruption, deletion, loss, delay in transaction or communication, computer virus infection, malfunction on telecommunication lines, communication error, theft, destruction or unauthorized access to records, alteration of or use of records, due to reasons such as of any breach of the Agreement, tort, negligence or any other reason.
Any and all contents transmitted by the User via the Website and the Application shall belong to the Company and may be used for marketing purposes.
4. Rights and Obligations of the User
4.1. The User shall be entitled to use the free contents and exercises on the Application and the Website upon downloading the Application and completing the membership process, and use the paid contents and exercises upon making of the payment to the Application by using the payment methods that shall be offered by the Application and the Website.
4.2. The User hereby represents and warrants it shall fully, truly and accurately submit the requested information. The User shall be liable for the submission of such requested details deficiently or untruly or inaccurately and for any consequence that could arise out of any such deficient or untrue or inaccurate submission.
4.3. The User represents and agrees, by downloading the Application, that s/he is older than 18 years. In cases, where the User has not attained the age of 18 years; the explicit consent of the parents or the guardian of the User shall be deemed to have been obtained.
4.4. Any and all information, exercises and contents on the Application and the Website have been prepared in advisory manner on the basis of the assumption that the User does not, generally, suffer from any medical or psychological condition, and have not been designed and prepared in customized manner. The User is obliged to use the Application and the Website being aware of the aforesaid fact, and to obtain approval from the respective physician prior to the use of the same if deemed necessary. The Company may not be held liable for any consequence that could arise due to any medical or psychological condition of the User.
4.5. The User shall be obliged to apply the exercises or the provided information in accordance with the advice and instructions provided to the User.
4.6. The User hereby agrees, represents and warrants that the User shall act in compliance with the provisions of this Agreement, any and all terms and conditions that are specified on the Application and the Website as may be updated by the Company from time to time, the rules of cancellation and non-attendance to courses, specified under the Application, the laws, acts and codes of the Republic of Turkey as well as any and all applicable regulations and the rules of morality/ethics and codes of conduct in respect of any and all operations, conversations, video conferences and written correspondence carried out through the Application and the Website, as well as any and all contents uploaded by the User to the Application and the Website, and that the User shall assume and bear the legal and criminal liability for any and all transactions conducted by it through the Application and the Website.
4.7. The User shall not, at any time, use the Application and the Website in any manner that disturbs the public order, is in breach of general rules of morality and code of conduct, that disturbs others, or for any illegal purpose, or in any such manner that infringes the rights of other real persons or legal entities. The User shall not engage in any act or action that could hinder or prevent the use of the Application and the Website, not overstrain and lock the servers or the databases by way of loading automatic programs, and shall not make such fraudulent attempts that are intended to mislead the data. The entire legal, criminal and financial liability that could arise out of any action that is in breach of the foregoing provisions shall be assumed and be borne by the User.
4.8. The User shall be exclusively liable for ensuring and maintaining the confidentiality and the security of the password and the information used for logging into the Application and the Website. The User hereby agrees, represents and warrants that it shall not share such information and the password with and not disclose the same to any real person or legal entity third party and/or any other organization. The User hereby agrees, represents and warrants that any and all operations and transactions, which are conducted by the use the user name and password of the User, shall be deemed to have been conducted by the User, and that any liability that could arise out of any such transactions shall be assumed and be borne by the User, and that it shall not make any defense or objection that any such operation or transaction has not been conducted by it or not abstain from performing its obligations on the basis of any such defense or objection.
4.9. The Company may deny access of the User and/or any third party to any information and content uploaded by the User to the Application and the Website or may delete such information or content. The Company may, at all times, monitor, check, control and retain any and all information and data related to any content uploaded by the User to the Application and the Website as well as any communication conducted by the User through the Application and the Website, including sending and receiving messages. The User is well informed of this and hereby agrees to the foregoing matters.
4.10. The User hereby agrees, represents and warrants that any communication that will be conducted through the Application and the Website may only relate to the scope of the Application and the Website, and that it shall not, in any manner, use the Application and the Website for the purpose of private and personal communication, and that it shall not, through the Application and the Website, conduct any communication for any other purpose other than the activities that relate to the subject matter of this Agreement.
4.11. Any information that is entered into by the User to the system may only be modified upon the request of the User.
4.12. The Company shall be entitled to modify the contents of the Application and the Website and/or any service that is provided to the User or to cease the provision of any such content and/or service or to add new services to the range of services so provided at any time at its sole discretion. The User hereby acknowledges that the Company has not made any commitment or undertaking under this Agreement, and agrees, represents and warrants that it shall not file any claims against or claim any compensation or any amount under any title whatsoever against the Company.
4.13. The User shall be entitled to access to and record this Agreement at any time, and to use it in the case of any dispute.
4.14. The User shall not engage in any act or action that could hinder or prevent the use of the Application and the Website, not overstrain and lock the servers or the databases by way of loading automatic programs, and shall not make such fraudulent attempts that are intended to mislead the data. The User hereby agrees that, should it conduct any such action that is specified above, its account shall be terminated and that it shall assume and bear any legal and criminal liability that could arise therefrom.
4.16. The Application and the Website may contain links or references to other websites or applications that are not under the Company’s control. The Company shall not be liable for the contents of any such other applications, to which the Application and the Website contains links or references, or any other links contained in such other applications
5. Rights and Obligations of the Company
5.1. The Company shall offer to the Users advisory information and exercises, which are intended to help the Users develop such physical/mental habits to manage their stress level, enhance their focus, empty their minds, eat well and to live a better quality life, visually and/or audibly or in writing in the form of lectures by experts or recorded “video/audio/written contents” through the Application and the Website.
5.2. The Company shall not be liable for any outage or disruption in respect of the Application and the Website that could arise from any event of Force Majeure, connection issues, Internet outages, reasons attributable to the suppliers, usage errors or any reason that is associated to the device, through which the User uses the Application or the Website, or the version of the operating system of such device.
5.3. The Application and the Website is intended for personal and individual use. In the event that the Company establishes that the User uses the Application or the Website in breach of the terms and provisions set forth herein, it may cease, suspend or completely terminate the membership of the User. The User hereby agrees, represents and warrants that, in that case, it shall not file any claims under any title whatsoever against the Company in this respect.
5.5. The Company may, in order to ensure the continuity of the services, unilaterally amend this Agreement and shall be entitled to unilaterally cease the provision of the services, either permanently or temporarily, or modify the contents of such services or cancel the provision of the same at any time without serving any further notice. In the event of any such modification or amendment, the Company shall publish the updated version of the User Agreement in the Application and on the Website through same internet connection along with the last date of update, and shall notify the User of the same via email if deemed necessary. The updated version of the User Agreement shall become effective as of the time of its publication on the Application and the Website, and the use of the Application and/or the Website shall be subject to and governed by such updated version of the User Agreement as of such time.
5.6. The User shall be deemed to have undertaken to comply with this User Agreement as of the moment it completes and approves the registration form or it starts using the Application or the Website. This Agreement shall become null and void automatically upon the deletion of the User’s account in any manner whatsoever.
6. Membership and Payments
6.1.The User hereby agrees and represents that the Application requires internet connection in order for it to function, and that internet connection is required in order for the videos, images, photographs, graphics, texts and visual items contained within the Application to be viewed, and that the cost of internet usage shall be covered through the wireless network or mobile internet package of the User, and that the Company has not made any warranties or is not liable for the costs of the internet usage, and that the User has been informed about the said matters.
6.2. The Application may be downloaded free of charge, and separate confirmation shall be obtained for the sales price including any and all applicable taxes in respect of the in-Application purchases.
6.3. The User hereby agrees, represents and warrants that the Company may, at any time, unilaterally modify the prices of the subscriptions, modules or exercises as well as the campaigns and packages within the Application, and that it shall regularly check the updates and application details for any such modifications.
6.4. The User hereby agrees that it shall not be refunded any fees and may not claim any refunds in any case other than the cases, where the instructor specified within the Application cancels or does not attend the course.
6.5. Any purchase performed within the Application and the Website shall immediately be sent to the mobile device of the User. The User may be required to be connected to the internet in order for the mobile device of the User to access to Apple App Store or Google Play Store. The General Terms and Conditions of Apple App Store and Google Play Store shall be applied depending on the type of the mobile device and in connection to the use of Apple App Store and Google Play Store.
6.6. Any proposal made for any purchase in the Application and the Website shall be valid as of the moment at which they are made, and the Company’s right to unilaterally revise the purchase prices at any time without prior notice shall be reserved.
6.7. Paid Services (“Paid Services”): Certain services offered by the Company may be subject to additional payments as of the date of execution of this Agreement or in the future. Any and all payment terms notified to the User at the usage or membership stage in respect of the Paid Services form an integral part of this Agreement.
6.8. Billing: The Company may use a third-party payment processor (the “Payment Processor”) in order to issue invoices to the Users through the payment account (the “Billing Account”) for the use of the Paid Services. The payment process shall be subject to and governed by the provisions, conditions and confidentiality terms of the Payment Processor in addition to this Agreement. The Company shall not be liable for any loss, damage and/or consequence that could occur due to the Payment Processor.
By choosing to use the Paid Services, the User shall have agreed to pay all of the fees to the Company as per the applicable prices through the Payment Processor in accordance with the applicable payment terms at each use of the Paid Services, and shall have permitted the Company to receive payments from the selected payment service provider of the User through the Payment Processor (the “Payment Method”) The User hereby agrees to make payments using the selected Payment Method. The Company hereby reserves its right to correct any error or issue even if the relevant request has been sent or the relevant payment has been made.
6.9. Payment Method: The payment terms shall be subject to the Payment Method selected by the Users or the terms of the agreements between the Users and the respective credit card providers or financial institutions. The User hereby agrees that, in the event the Company fails to receive a payment made by the User through the Payment Processor, it shall, upon the first request of the Company, pay the entire amount that is payable according to the Billing Account.
6.10. Continuous Billing: As agreed by the User, certain Paid Services, after a one-off charging at the first use, may become chargeable services on continuous basis. By selecting a continuously chargeable service, the User shall have agreed to the fee charged at the first use as well as the following fees that are to be charged on continuous basis and any and all fees that are to be continuously charged until the service is canceled. Until the User revokes its approval, the Company may offer periodical (monthly, quarterly, annual etc.) payments to the User without obtaining any further approval from the User.
6.11. Up-to-date Information: The Users are required to provide up-to-date, complete and accurate information for the billing account (in cases of any change in the billing address or the credit card details). In the event the payment methods of the User has been canceled (e.g. due to loss or theft) or any potential security breach such as closing without approval or unauthorized use of user name and password has been detected; the User should immediately inform the Company or the Payment Processor on such event. Such details may be changed as necessary through the security page of Apple App Store or Google Play Store associated with the sale.
6.12.The User hereby agrees that, in the event the it fails to submit any of the aforementioned information, the Company shall continue collecting payment through the Billing Account at each time the Paid Service is used as long as the Paid Service is not terminated as specified above.
6.13. Change in the Approved Amount: In the event taht the amount of payment to be collected from the Billing Account of the User changes (other than a change in the tax amounts or liabilities) in comparison to the previously approved amount that is to be collected; the User shall be entitled to request to be informed of the date of payment and the amount to be collected one day in advance of the date on which the transaction is to take place. The terms of the agreement between the User and the respective Payment Processor thereof shall be applied to the Payment Method. The User hereby agrees that the Company may charge fees on the User in consideration of the User’s operations and transactions immediately upon the conduct of the relevant operation or transaction or throughout the billing period or collectively at the end of such period.
6.14. Reaffirmation of Approval: If the User continues to use the Paid Services or does not cancel the same, this shall mean that the User approves the invoicing to be made by the Company on the User through the User’s Payment Method as consideration of such Paid Services. The amounts of the invoices issued thereby as debit to be payable by the User and the User shall be obliged to pay such amounts. This shall not, however, mean that the Company waives its right to directly and immediately collect payments from the User.
6.15. Free Trial Versions and Other Promotional Offerings: All free trial versions or promotional offerings, which enable access to any Paid Service, should be used within the period of time that is defined for the trial version. In order for any fees not to be charged on the User upon the expiration of the period of time defined for the trial version of the Paid Service; the User should cease its use of the Paid Service prior to the expiration of such period. In the event the User cancels its use prior to the expiration of the period of time defined for the trial version but is erroneously charged a fee for the relevant Paid Service despite such cessation; it should contact the Company by sending an email on the subject to [email protected]
7.1. The Company may, from time to time, launch campaigns such as discounts, gifts, special deals and offerings etc., through the Website and/or the Application for the benefit of the Users. Any and all terms and conditions of such campaigns shall be determined and set forth by the Company.
7.2. The Company hereby reserves its right to change the contents of any such campaign and special offer and to cease the implementation of any such campaign and special offer in advance and without notice.
8. User’s Right of Withdrawal
8.1.The right of withdrawal provided in this clause shall be applicable only for such real person or legal entity Users, who act for non-commercial or non-professional purposes as consumers.
8.2. As the Application is to be downloaded directly from the internet by the User, the User has the right of withdrawal by leaving the Application or removing the Application from its mobile device.
8.3. The User’s right of withdrawal in respect of the in-Application purchases shall be exercised in accordance with the General Terms and Conditions of Apple App Store or Google Play.
Any and all information, exercises and contents on the Application and the Website have been prepared in advisory manner on the basis of the assumption that the User does not, generally, suffer from any medical or psychological condition, and have not been designed and prepared in customized manner. The User is obliged to use the Application and the Website being aware of the aforesaid fact, and to obtain approval from the respective physician prior to the use of the same if deemed necessary. The Company may not be held liable for any consequence that could arise due to any medical or psychological condition of the User.
The User hereby agrees, represents and warrants that any and all information, exercises and contents available on the Application and the Website are of advisory nature, and that they do not provide diagnosis or treatment for any disease or medical condition, and that the User is acting at its own discretion and assumes all liability as to whether using such contents or not. The Company may not be held liable for any program which the User selects and implements.
10. Force Majeure
Any event of earthquake, strike, adverse weather conditions, epidemic or pandemic diseases, warfare, whether declared or not, embargoes, revolts, natural disasters and government orders that could occur in the country where the devices and the systems are situated, shall constitute an event of Force Majeure to the extent it directly or indirectly affects the terms and provisions of this Agreement. The liabilities and obligations of the Parties shall be suspended throughout the duration of any event of Force Majeure and no sanctions shall be imposed on the Parties for their failure to fulfill the provisions hereof or neither of the Parties shall claim damages from the other Party. In the event that the duration of an event of Force Majeure exceeds 1 (one) month, either of the Parties shall be entitled to unilaterally terminate this Agreement without any further liability.
11. Binding Agreement
The Parties hereby agree and represent that this Agreement shall be binding on the Parties, and that the terms and provisions set forth herein shall be fully enforceable between the Parties, and hereby warrant that they shall act in compliance with such terms and provisions.
12. Applicable Law and Competent Jurisdiction
The Courts and Execution Offices of Istanbul shall be the competent jurisdiction over any and all disputes which may arise from this Agreement and its interpretation and all such disputes shall be governed by Turkish Law (CISG provisions are excluded and not applicable). Any User, who is a consumer that act for non-commercial or non-professional purposes, may file its applications of complaints and disputes with the relevant Provincial or District Arbitration Committee for Consumer Disputes or the relevant Consumer Court seated in the location where the User has purchased the relevant goods or services or where the User is situated, subject to the monetary limits as set by the Ministry of Trade in every December.
14. GENERAL PROVISIONS
14.1. The fact that any of the Parties refraining from exercising any of its rights or powers or sanctions under this Agreement shall not constitute a loss or waiver of such rights, powers or sanctions or subsequent rights, powers or sanctions and shall not constitute a precedent to such effect.
14.2. This Agreement shall, under the Code of Civil Procedure, constitute a documentary proof for the resolution of any dispute that may arise. The User hereby grants its consent to the recording and the retention of this Agreement for the purposes of proof and accessibility.
14.3. Protection of Intellectual Property Rights: The intellectual property title of the Application and the Website is owned by the Company. The structure, arrangement, design and the visual items of the software as well as any and all exercises, content and information and the code of the software constitute the assets of the application, and form valuable intellectual property owned by the Company and the respective suppliers and providers thereof. All such property assets are protected by the copyright laws and international conventions. Any intellectual property right in and to the software and/or the contents is not granted to the User by or under this Agreement, and any and all such rights are reserved by the Company.