MEMBERSHIP AGREEMENT

ARTICLE 1 - PARTIES

• This agreement and the integral part of the agreement, the Talentsloop Information Text, have been prepared at the moment of the User's approval by the User in the electronic environment where the User is a member of the Talentsloop Panel with the aim of becoming a member of the Panel.
• Benson Excellence Management Consultancy Services (hereinafter referred to as "Benson") and the Member shall be referred to as "Party" individually and "Parties" collectively in this Membership Agreement. The Member acknowledges, declares, and undertakes that, by becoming a member of Talensloop, he/she has read, fully understood the content of this agreement, and approved all its provisions.

ARTICLE 2 – DEFINITIONS

Talentsloop: Is a portal system that provides services within the framework of Benson Excellence Management Consulting Services.

Candidate: A candidate is an individual who registers on the Talentloop Panel, fills out the registration form with information and experiences related to their work in the software industry up to that time, their contact information, and information about the fields they want to work in, and whose membership is activated by the Talentsloop team after evaluation based on suitability for the job areas on the panel.

Company: Employers who can view professional information about candidates published on the Talentsloop Panel, communicate with suitable candidates through Talentsloop, and carry out the recruitment process.

ARTICLE 3 - SUBJECT AND SCOPE

1. • Benson operates the online electronic environment called Talentsloop as an "Intermediary Service Provider" within the scope of the Law No. 6563 on the Regulation of Electronic Commerce. Benson provides an environment for presenting candidate information that provides information and experiences about their work in the software industry to companies in need of employment in the software field through the Talentsloop Panel and enables the recruitment process with suitable candidates for employment needs.
   • Benson is not the employer of any candidate on the Panel. In this context, Benson is not obliged to review the content provided by members using the electronic platform they provide, investigate whether there is any illegal activity or situation regarding that content or the goods or services related to that content. However, the Talentsloop team has the authority to cancel membership or blacklist members in case of identifying objectionable behavior through member profiles.
   • Benson does not make any statements, warranties, or guarantees regarding the accuracy, quality, and security of the information and content or services provided by the candidate. The Company explicitly acknowledges that it cannot make any claims against Benson in this regard.
   • By becoming a member of the Talentsloop Panel under this Membership Agreement, candidates can provide information about their work and experiences in the software industry up to that time, their contact information, and information about the fields they want to work in through the Candidate Panel, and companies can communicate with suitable candidates and carry out the recruitment process through the Company Panel.
   • The purpose of this Membership Agreement is to determine the conditions for the realization of the recruitment process by companies in need of employment in the software field regarding candidate profiles published through the Talentsloop Panel and to establish the rights and obligations of the Parties accordingly. By accepting this Membership Agreement, the Member declares and undertakes that they have also accepted all kinds of statements regarding the services, use, content, and applications provided by Benson, which is the Intermediary Service Provider, available on the Talentsloop Panel.
   • It is worth noting that this Membership Agreement only covers the relationship between Benson and the Member. The relationship between the Candidate and the Company is not within the scope of this Agreement. The Company must carry out the recruitment process through the Talentsloop Panel, but Benson is not responsible for the relationship between the Candidate and the Company in any way.
   • Illegal or spam services are strictly not provided through the Talentsloop Panel.
   • The Member acknowledges that the Terms of Use published on the website and the Personal Data Protection Policy are integral parts of this Membership Agreement.

ARTICLE 4 - RIGHTS AND OBLIGATIONS OF THE PARTIES

1. • In order to acquire membership status, the user who wants to become a member must approve this Membership Agreement available on the Talentsloop Panel. By approving this agreement and becoming a member, the user is considered to have unconditionally accepted all the provisions of this agreement. The user must fill in the requested information on the Talentsloop Panel accurately and up-to-date to become a member. The Member is solely responsible for any damages that may arise from not providing accurate and up-to-date information while filling out this Membership Agreement. The Member agrees that Benson may request certain documents from the Member in necessary cases and may not activate the membership until these documents are submitted.
   • The username and password information created by the Member are solely created by the Member, and the security and confidentiality of this information are entirely the responsibility of the Member. The Member acknowledges, declares, and undertakes that transactions carried out with their own username and password are performed only by themselves, and they accept full responsibility for the liabilities arising from these transactions."
   • The Member undertakes to act in accordance with the provisions of this Membership Agreement, the Terms of Use on the site, all specified conditions, current legislation, and ethical rules in transactions and correspondences carried out through the Talentsloop Panel. The Member declares and undertakes that they understand and accept these rules and conditions and will take the necessary precautions and fulfill the procedures required by the relevant legislation in the content uploaded by themselves on the site. The Member acknowledges that the legal and criminal responsibility for every action and activity carried out in the Talentsloop Panel rests with them.
   • The Member explicitly agrees to refrain from collecting, storing, or sharing profile, email, or other personal information of other Members.
   • The Candidate is obliged to provide accurate, correct, and precise information, features, and conditions regarding their work, experience, and qualifications to be included in the Panel. They undertake that the information they provide complies with the legal requirements and does not violate the rights of third parties. The Member acknowledges that Benson is not obliged to review and verify this information and is not responsible for its accuracy. The Member also acknowledges that they have obtained the necessary permissions and approvals for the use of the content and that the content does not mislead or deceive the Companies or infringe upon the rights of any third parties. The Member accepts, declares, and undertakes accordingly. If the Member violates the obligations stated in this clause, Benson reserves the right to terminate this Membership Agreement and exercise other legal rights.
   • The Member acknowledges, declares, and undertakes that Benson is not responsible for any errors, inaccuracies, or defects in the information provided by the Candidate through the Panel. The Member absolves Benson from any liability that may arise within the scope of the relevant legislation.
   • By accepting this Membership Agreement, the Member accepts all responsibilities for the use of the Talentsloop Panel, including compliance with the Terms of Use and respect for Benson's trademarks and technical infrastructure.
   • Benson shall not be held liable for any damages arising from the use of the Talentsloop Panel, including direct, indirect, consequential damages, and punitive damages. Benson is not responsible for any damages caused by harmful software that may be uploaded by malicious third parties to the Panel, despite the security measures taken by Benson. Benson is not responsible for any data loss that may occur on the Panel. The Member acknowledges, declares, and undertakes that they cannot make any claims against Benson in such cases.
   • The Member shall not give or share the username and password determined by themselves with any other person or organization. Otherwise, the Member shall be solely responsible for all transactions performed by that person. The Member's membership and the right to use the Talentsloop Panel are personal and cannot be transferred to others.
   • If a natural person becomes a member on behalf of a legal entity, the said natural person declares and warrants that they are authorized to represent and bind the relevant legal entity. Otherwise, the natural person accepts, declares, and undertakes to be personally and exclusively responsible for the resulting obligations and liabilities.
   • The legal entity Member acknowledges, declares, and undertakes that all transactions and actions carried out by the natural person who is authorized to represent and bind the legal entity on the Panel directly bind the legal entity. In case the authority given to the natural person is terminated, the legal entity shall immediately notify the Talentsloop team and ensure that the username and password of the membership account are shared with a new person authorized to represent and bind, allowing the use of the membership account on the Panel by this authorized person. The legal entity Member accepts, declares, and undertakes that they will be solely and exclusively responsible for any damages arising from the failure to notify Benson of the authorized person's change or non-notification, and for all transactions carried out by the terminated authority. The legal entity Member acknowledges that in such a situation, if third parties make any claims against Benson due to the failure to notify or late notification of the authorized person, Benson has the right to recourse against the legal entity for all damages in accordance with Article 12.1 of the Agreement.
   • Actions such as creating a profile with incomplete, incorrect, misleading, or deceptive content, non-payment of the requested fee by the Candidate, manipulation of prices, or interference with the listings of other users will be considered a breach of this Agreement. In this case, Benson reserves the right to terminate the Member's membership and reserves all rights to any lawsuits and claims arising from the damages incurred.
   • In the event of a suspicion by the Talentsloop team regarding a transaction carried out by the Member or a notification or complaint received from any Member, bank, legal or administrative authority, or any third party regarding a transaction carried out by the Member through the Panel, Benson may restrict the Member's use of the Panel until the dispute is resolved, the legal process is completed, or the suspicion about the transaction is cleared.
   • If Benson determines that a transaction has been made with a stolen credit card or that the transaction has been used as a means of committing a crime, Benson has the right to immediately cancel the transaction and suspend the membership. Benson reserves the right to apply to judicial authorities and claim compensation against these individuals.
   • Benson does not act as a seller of any product or service available on the Talentsloop Panel. According to the Law No. 6563 on the Regulation of Electronic Commerce, Benson operates solely as an "intermediary service provider" and in accordance with Law No. 5651 on the Regulation of Internet Broadcasts and the Fight Against Crimes Committed through These Broadcasts, as a "hosting provider". Therefore, Benson shall not be held responsible for the truthfulness, reliability, accuracy, or legality of any visual, written, or other content that is not published by Benson on the Panel. Likewise, Benson is not obligated to verify the accuracy of such content within the scope of other regulations. Additionally, no agency, representation, partnership, or similar relationship is established between the Candidate and the Company through Benson. However, even though Benson is not obliged to do so, Benson has the initiative to review such content at any time and has the right to disable or delete access to the content if deemed necessary. The Member shall be solely responsible for any claims arising from the violation of Benson's or third parties' rights due to any visual, written, video, or audio content published by the Member on the Talentsloop Panel.
   • According to Article 12/2/(b) of Law No. 6493 on Payment and Securities Settlement Systems, Payment Services and Electronic Money Institutions, Benson directly provides payment services as a commercial representative authorized to engage in commercial negotiations or transactions on behalf of the sender or the Recipient with respect to the recruitment fees made through the Talentsloop Panel.
   • Benson is in no way a party to the business relationship and transactions between the Candidate and the Company. In this context, the Candidate shall be solely and exclusively responsible for the compliance of the profiles displayed on the Talentsloop Panel with the legislation, the delivery of other necessary documents, as well as the services and products required after employment, and the timely delivery of said services and products.
   • Benson may share the information held by the Member with the relevant authorities upon request by authorized authorities within the scope of relevant legislation. Additionally, in the event that Benson receives an execution order or a similar legal notice, such as an attachment notice, issued against the Member, the Talentsloop team may block the balance in the Member's current account without notifying the Member, limited to the amount specified in the legal notice.
   • The Member shall not use the Talentsloop Panel in any way that is contrary to law and morality.
   • When conducting transactions through the Talentsloop Panel, the Member is obliged to use these transactions in a way that does not harm the website technically. The Member acknowledges, declares, and undertakes that they have taken all necessary precautions, including using protective software and licensed products to ensure that all information, content, materials, and other content provided to the Talentsloop Panel do not contain any programs, viruses, software, unauthorized products, trojans, etc. that may harm the system.
   • The use of any content within the Talentsloop Panel in a manner contrary to the terms of use determined by this Membership Agreement or the provisions of the applicable legislation is considered unlawful. In the event of such a situation, without prejudice to any additional rights of Benson, all rights to legal action, claims, and compensation are reserved.
   • The Member is obliged to keep all information used by Benson to communicate with them up to date. If the Member fails to update this information, Benson shall not be held responsible for any damages, deficiencies, etc. that may occur. In addition to notifications made through announcements on the website, notifications may also be made to the specified email address or postal address. Any change in email or address that is not notified in writing within 7 (seven) days or not updated in the Panel shall be deemed legally valid notice sent to the Member's current email address or postal address.
   • The Member cannot assign or transfer their rights or obligations in this Membership Agreement, in whole or in part, without the prior written consent of Benson.
   • The failure or non-performance by either Party of any right granted to them under the Membership Agreement shall not be deemed as a waiver of that right or prevent the subsequent exercise or enforcement of that right.
   • In the event of any direct or indirect damages and other costs that may arise from the transactions and operations envisaged in this Agreement or due to non-compliance with the Agreement, Benson, if available, may offset them from the Member's current account at the Talentsloop Panel. The Member is responsible for covering any damages that may occur on Benson due to their transactions.
   • Benson may remove any products added by the Member to the Panel and/or any kind of writings, comments, announcements, and other content published by the Member on the Panel at any time and without stating any reasons. Benson may suspend or remove the Member's profile on the Talentsloop Panel without any prior notice. In such cases, the Member cannot make any claims or demand compensation under any name or title.
   • The Member agrees, declares, and undertakes not to make statements against Benson and/or the Panel, not to disparage Benson and/or the Panel in any way, and not to engage in unfair competition actions against Benson.
   • The Member agrees, declares, and undertakes not to perform or encourage the performance of recruitment transactions carried out with another Member through means other than the Panel or outside of the Panel. In the event that the Member is found to engage in activities contrary to this clause, Benson may immediately terminate the membership of said Member and prevent the creation of a new membership account with the same information. In such cases, Benson reserves the right to claim damages arising from non-compliance with the Agreement, in accordance with Article 12.1 of the Agreement.
   • The Member acknowledges, declares, and undertakes that they will be legally responsible for any kind of profanity, insults, obscene content, and any other unlawful comments, announcements, statements, and posts used in open areas or private messaging by other Members and will be limited to such matters.
   • The username determined by the Member when becoming a member of the Panel is also subject to the provisions contained in this Agreement. The Member acknowledges, declares, and undertakes to choose a username that does not infringe upon the rights of third parties, including personality, copyright, trademark, trade name, and any other rights, and is not in violation of any rights.
   • The Company does not have the right to claim compensation from Benson if it incurs any damage due to the incompleteness, inaccuracy, or incorrectness of the information provided by the Candidate through the Panel.

ARTICLE 5 - CONFIDENTIALITY AND PROTECTION OF PERSONAL DATA

1. • Within the framework of this article, the Party disclosing the information shall be referred to as the "Disclosing Party" and the Party to whom the information is disclosed shall be referred to as the "Recipient".
   • Before or after the date of this Agreement, whether verbally, in writing, visually, electronically, or by any other means, any and all commercial, financial, operational, technical, and/or corporate information of the Disclosing Party, including but not limited to any trade secrets, product, service, logarithmic system obtained within the Panel, technologies, projects, activities, business plans, and commercial operations, as well as all reports, notes, analyses, compilations, forecast reports, data, expert reports, information summaries, studies, log records, and other documents reflecting or containing such information, disclosed or provided directly or indirectly by the Disclosing Party or on behalf of the Disclosing Party, or acquired in any other way by the Recipient, shall be considered as "Confidential Information".
   • The Parties shall take all necessary precautions expected from them to ensure that the Confidential Information is not disclosed or distributed by their employees or any third parties in violation of the provisions of this Agreement, and shall enter into confidentiality agreements with these individuals that contain protective provisions at least at the level specified in this Agreement and agree to pay a penalty of ... TRY in the event of a violation of these agreements.
   • In this regard, the Parties agree and undertake:
     1. To keep all Confidential Information strictly confidential and not to disclose any portion of the Confidential Information to any third party without the written permission of the Disclosing Party,
     2. To take reasonable care, at least not below the standard of care that they exercise in protecting their own similar important confidential information, to prevent unauthorized use, disclosure, or publication of the Confidential Information,
     3. Not to copy the Confidential Information in any way without the prior written permission of the Disclosing Party and not to create a copy of the Confidential Information,
     4. Not to use, either in whole or in part, any Confidential Information for any purpose other than the performance of this Agreement, and not to use any Confidential Information to gain any commercial advantage against the Disclosing Party, without prejudice to the general nature of the provisions mentioned above.
   • Benson attaches importance to the processing, security, and protection of the personal data provided by the Member for the benefit of the Member's use of the Services on the Panel, in compliance with the Law on Protection of Personal Data No. 6698 ("Law") (Acceptance Date: 24/3/2016 | Published in the Official Gazette Date: 7/4/2016 Number: 29677) and other relevant legislation.
   • Benson collects, uses, transfers, and processes the personal data provided by the Member in accordance with the Privacy and Personal Data Protection Policy on the site.
   • The Privacy and Personal Data Protection Policy is an integral part of this Membership Agreement. By completing the Membership process and becoming a member of the Talentsloop Panel, the Member is deemed to have accepted this Membership Agreement and the Privacy and Personal Data Protection Policy as an integral part thereof. The Member explicitly and freely gives consent for the collection, use, transfer, and processing of their personal data as specified in the Privacy and Personal Data Protection Policy.
   • The collection and use of the personal data explicitly consented by the Member and declared openly for sharing on the Talentsloop Panel are necessary for the performance of Benson's obligations arising from the Law on Protection of Personal Data No. 6698 and this Membership Agreement, and Benson fulfills these obligations in accordance with the relevant laws mentioned above. The details of which Personal Data of the Member are used, processed, stored, transferred, etc., are determined in the Privacy and Personal Data Protection Policy, which is an integral part of this Agreement and accessible through the Panel.
   • The personal data shared with Benson through Talentsloop Panel is under the supervision and control of Benson. As the data controller, Benson is obliged to establish and implement the necessary organization and technical measures to protect the confidentiality and integrity of the information in accordance with the relevant legislation in force. Being aware of this obligation, Benson reserves the right to update its data processing policies in compliance with the legislation at all times.
   • The Parties acknowledge and declare that they are subject to the inspection of the Personal Data Protection Board in terms of Personal Data processing within the scope of this Agreement. The Parties are obliged to comply with all regulations, procedures, and principles regarding the protection of personal data, including the Personal Data Protection Law and the decisions of the Personal Data Protection Board. In the event of any change or update resulting from the mentioned regulations, the Parties undertake to take appropriate measures in their data processing processes.
   • The obligations set forth in this article shall remain in effect after the termination or expiry of this Agreement.

ARTICLE 6 - INTELLECTUAL PROPERTY RIGHTS

1. • Benson owns all intellectual property rights, including but not limited to trademarks, logos, the design of the Talentsloop Panel, software, domain names, and all other rights, including all kinds of intellectual and industrial property rights, financial rights, and any other rights, and all kinds of dispositional authority in connection therewith, including but not limited to trademarks, patents, designs, logos, trade dress, slogans, and all other content created by Benson, independently and exclusively, in terms of the general nature of the intellectual and industrial property rights legislation, Turkish Commercial Code, and the Law on Obligations, and the current and future relevant legislation. The Member shall not use, copy, share, distribute, display, reproduce, or use for advertising and/or promotional purposes, etc., any intellectual property rights subject to Benson's ownership or the ownership of its affiliated companies. The Member shall not use the entire Talentsloop Panel or any part thereof in another environment without the written permission and approval of Benson. The Talentsloop team, however, may use, reproduce, and publish the Member's identity information, experiences, trade name, brand, and all other information on the Panel within the scope of providing the Service and promoting Talentsloop. The Member acknowledges, declares, and undertakes that their information mentioned can be used by Benson within the scope of this Agreement and grants permission to Benson for the duration of the Agreement.
   • In the event that the Member violates the intellectual property rights of third parties or Benson by acting in a manner that violates their rights, the Member shall be liable for all direct and indirect damages and expenses of Benson and/or the respective third party. In such a case, Benson may offset any damages and other costs incurred on it from the Member's current account if available.
   • Benson shall examine the applications made by Members alleging the infringement of any and all intellectual and industrial property rights, within the limits of technical capabilities and workforce. If Members make such applications, they are obliged to substantiate their claims and submit all relevant documents. Benson reserves the right to remove product listings and suspend or cancel memberships of users if necessary as a result of such applications. In such cases, the Member can contact the Talentsloop support team through the panel.
   • The Member acknowledges and agrees that all elements subject to intellectual and industrial property rights, including visuals, photographs, written content, trademarks, logos, and any other elements, uploaded by the Member on the website, shall be authorized for publication on the Talentsloop Panel during the term of the Agreement. In this regard, Benson grants a simple license to the Member throughout the term of the Agreement. The Member shall not be able to use, copy, share, distribute, display, reproduce, or use any of the intellectual property rights owned by Benson or its affiliates, including its brand and logos, for advertising, promotional purposes, or any other purposes. The Member shall not be allowed to use the entirety or any part of the Talentsloop Panel in any other environment without the prior written permission and approval of Benson. However, the Talentsloop team may use, reproduce, and distribute the Member's identity information, experiences, trade name, brand, and all other information contained in the Panel within the scope of this Agreement for the provision of the Service and promotion of Talentsloop. The Member acknowledges, accepts, and undertakes that the mentioned information may be used by Benson within the scope of this Agreement, and grants explicit and voluntary consent to the collection, use, transfer, and processing of personal data as determined in the Privacy and Personal Data Protection Policy.

ARTICLE 7 - AMENDMENTS TO THE AGREEMENT

Benson reserves the right to unilaterally amend this Membership Agreement and all policies, provisions, and conditions, including the Privacy and Personal Data Protection Policy, by announcing them on the Talentsloop Panel at any time, at its sole discretion, provided that they do not violate the applicable legislation.

ARTICLE 8 - FORCE MAJEURE

Force majeure events are defined as unforeseen and uncontrollable circumstances arising or emerging beyond Benson's control that partially or completely prevent Benson from fulfilling or timely fulfilling its obligations and responsibilities under the contract. Force majeure events may include but are not limited to natural disasters, epidemic situations, war, terrorism, uprising, changes in legislation, confiscation, strikes, lockouts, significant breakdowns in production and communication facilities, etc. The party suffering damages due to force majeure shall notify the other party immediately and in writing within 3 (three) days after learning about the situation.

During the continuation of the force majeure event, the parties shall not be held liable for the failure to perform their obligations. If this force majeure situation continues for a period of 30 (thirty) days, each party shall have the right to unilaterally terminate this Membership Agreement and its attachments.

If the existence of force majeure prevents Benson from performing its obligations under this Membership Agreement or causes delays, Benson shall not be held liable for the obligations that have been prevented or delayed due to force majeure, and this situation shall not be considered a breach of this Membership Agreement.

ARTICLE 10 - RESOLUTION OF DISPUTES

1. • The relationship between the Candidate and the Company is beyond Benson's responsibility. However, Benson will provide all possible support to resolve the issues between the parties.
   • In case of disputes arising from this Agreement, Istanbul (Çağlayan) Courts and Execution Offices shall have jurisdiction.

ARTICLE 11 - NOTIFICATIONS AND EVIDENCE AGREEMENT

All correspondence between the Parties under this Agreement will be conducted via email, except for mandatory cases specified in the legislation. The Member acknowledges, accepts, and undertakes that the electronic information and computer records stored in Benson's database and servers will constitute binding, conclusive, and exclusive evidence, and that this article constitutes an evidence agreement within the meaning of Article 193 of the Code of Civil Procedure.

ARTICLE 12 - AMENDMENT AND TERMINATION OF THE AGREEMENT

1. • Benson reserves the right to unilaterally terminate this Agreement, while reserving all rights, including the compensation for damages incurred by Benson as a result of the breach of this Agreement. The Member acknowledges in advance that they will not make any claims due to such termination. If a Member's membership is terminated by the Talentsloop team due to non-compliance with this Agreement, the Member may be prevented from creating a new membership on the Talentsloop Panel.
   • If the Member acts in violation of this Membership Agreement or the applicable legislation while benefiting from the Service provided by Benson through the Talentsloop Panel, the Member shall be solely responsible for all legal (civil/criminal) actions, claims, complaints, and/or administrative fines directed by other Members, third parties, administrative/official authorities, and judicial authorities during the term of the Agreement and even after the termination of the Agreement. Benson shall seek recourse from the Member for all material/immaterial, direct/indirect damages, expenses, and all payments made, including compensation and administrative fines, that it may incur due to the Member's actions, even after the termination of the Agreement.
   • The provisions of this Agreement may be modified by Benson at any time while complying with the relevant legislation. The Agreement provisions may be modified in whole or in part, and in the case of partial modifications, the unmodified provisions shall remain in effect.
   • The invalidity, unlawfulness, or inapplicability of any provision of this Membership Agreement shall not affect the validity of the remaining provisions, legal disclaimers, and usage terms.
   • Benson may permanently or temporarily suspend the Service provided under this Agreement, change the manner of use of the Service and the Panel, partially and/or entirely make the membership on the Panel chargeable, or unilaterally terminate this Agreement at any time. In the event of Benson terminating the Agreement unilaterally in accordance with this clause, Benson shall transfer the amounts that the Member has earned under the Agreement (which are not subject to any refund process under this Agreement, its attachments, or relevant legislation) to the Member within 15 (fifteen) days from the termination date.
   • If the Member voluntarily closes their membership account, this Agreement shall be deemed terminated (although the Member's responsibility for all matters specified in this Agreement will continue indefinitely) automatically.

ARTICLE 13 - EFFECTIVENESS

By approving this Agreement, all the above terms and conditions are accepted without reservation. This Agreement, consisting of 13 (thirteen) articles, is concluded and becomes effective upon the Member's approval in electronic form after reading it in its entirety."