1. Parties

This User Agreement ('Agreement') is concluded between Ottoo Yazılım A.Ş ('Company') and the person who registers as a user ('User(s)') to the sites located at tutku.ai ('Site(s)'), cloud-based financial and business management applications ('Application(s)') or Mobile Applications accessed through the Sites. The Agreement shall enter into force upon acceptance by the User electronically and shall remain in force unless terminated by the parties in accordance with the procedures specified in the Agreement.

By logging in to the Site, the User accepts and declares that he/she has read the entire Agreement, fully understands its content and approves all its provisions (the Company and the User hereinafter referred to as the 'Parties')

2. Subject of the Agreement Subject and Scope of the Agreement

2.1 This Agreement is concluded for the purpose of determining the terms and conditions of use of the Application by the User and the data uploaded by the User to the Application ('Content'), as well as the rights and obligations of the parties concerned.

2.2 The Application covers Tutku.ai products offered by the Company to the Users. In this Agreement, the Application and the Site together shall be referred to as the Tutku.ai platform ('Platform'). 

2.3 The terms, rules and conditions of use offered by the Company to the Users regarding the use of the Platform within the scope of the Site are an annex and integral part of this Agreement and constitute all rights and obligations of the parties together with the rights and obligations contained herein. The parties have agreed that this Agreement is an Agreement regarding usage rights. For the avoidance of doubt, this Agreement is not a sales contract. Even if there are places in the User Agreement where the term 'sale' is used terminologically, it cannot be subject to claims that this Agreement contains 'sale'.

3. Rights and Obligations of the Parties 

3.1 The User declares that he/she knows that he/she must approve this Agreement by providing the information requested by the Company in a complete, accurate and up-to-date manner in order to benefit from the Platform. In case of any change in the information provided during the establishment of the user status, such information will be updated immediately by the user. The Company is not responsible for the inability to access and utilise the Platform due to incomplete or incorrect information or outdated information.

3.2 The person who wants to receive services through the Site cannot have the right and authority to become a User defined in this Agreement without entering the requested information. The User declares that he/she has reached the age of 18 and has the legal capacity to conclude this Agreement. Minors under 18 years of age or minors, restricted persons and those who do not have the power of appeal can only make transactions through their parents or legal representatives. Otherwise, all transactions made will be invalid. If the User accesses the Site on behalf of a business, the User accepts and declares that he/she has the necessary authorisation. In this case, the rights and obligations regarding the status of the User shall belong to the enterprise in question.

3.3 Within the scope of this Agreement, a User account will be created for the User, and the User has the right to open a different account for the Applications and to become a member. The Company reserves the right to refuse to open a User account at its own discretion without any justification.

3.4 Access to the Site by the User shall be carried out by using the e-mail address and password. The User shall be responsible for the protection of the confidentiality and security of this password, and all kinds of activities carried out with the use of such information through the Site shall be deemed to be carried out by the User, and all legal and criminal liability arising from these activities shall belong to the User. When the User is aware of unauthorised use of his/her password or any other breach of security, he/she shall immediately notify the Company.

3.5 The Site may only be used, viewed and transacted for lawful purposes. The User accepts and undertakes that he/she will use the Application only for his/her activities in accordance with the laws, and that he/she will act in accordance with this Agreement, its annexes, the legislation in force and other terms and conditions stipulated on the Site and the Application regarding the Application. The User may use the Platform on behalf of a third party as long as the User is authorised to provide services to third parties. In this context, the User shall ensure that such persons also act in accordance with this Agreement and all other provisions applicable to them.

3.6 The User may authorise a third party ('Authorised User') to use the Application from time to time. The identity of the Authorised User and the level of authorisation within the scope of the Application shall be determined by the User. The User shall be responsible for the use of the Platform by the Authorised Users and shall always control the access of the Authorised Users to the Platform and may change the level of access of the Authorised User to the Platform at any time and without any reason or cancel the access. In the event of a dispute between the User and the Authorised User regarding access to the Platform, the User shall decide on the Authorised User's access and level of access to the Platform or Content.

3.7 The Content shared by the User is the property of the User and all responsibility for the Content belongs to the User. The Company has the right to use the Content within the scope of the licence provided to it by the User under this Agreement. The Company shall not be held liable for the Content or for any loss or damage that may be caused by the Content, and the Company has no responsibility for, but not limited to, compliance with the law, the accuracy of the Content, payment of invoices, collection, financial transactions and tax notification. It is the sole responsibility of the User to ensure compliance with the relevant legislation regarding financial transactions, tax and other issues. The User agrees that the Company may delete the Content from the Platform and its systems based on the requirements arising from the applicable legislation, especially financial regulations, and that the Company is not responsible for any damages that may occur in this context, including lost data.

3.8 The User agrees that if the Company or the Platform is hosted by third parties, he/she will not engage in activities that may jeopardise the security and integrity of the computer and network systems of these third parties, will not use the Platform in a way that will prevent or damage the operability of the Platform, the Application, the Site or other systems where services are provided or the functionality of other users who benefit from the Platform, will not provide unauthorised access to the computer systems where the Platform is hosted or outside the scope of access granted to him/her, It accepts and undertakes that it will not transfer or upload files or unlawful Content (including copyrighted or trade secret Content and other materials that the User has no right to use) that will damage the computer systems, devices and software of the Company and third parties, and that it will not change, copy, adapt, adapt, reproduce, create source code or reverse engineer the computer programs used in the provision of services or the operation of the Platform unless absolutely necessary for ordinary use.

3.9 The User agrees that the use of the Platform may be subject to restrictions, including monthly transaction and custody volumes. Such restrictions will be specified within the Platform.

3.10 The User shall keep copies of the Content uploaded to the Platform. Although the Company complies with the necessary policies and procedures to prevent data loss, it does not guarantee that the Content will not be lost. The Company is not responsible for the loss of Content, regardless of how it occurs.

3.11 The Company provides Users with cloud-based financial and business management applications accessed through the Platform. In this context, Users are personally responsible for the Content they upload into these applications. If the User requests to share the Content in his/her account, the Company has the right to share the Content with other users and business partners to provide requested services such as sending invoices, sharing payment information, payment reminder, online collection by credit card. The User agrees that he/she can share the Content in his/her account with other users, that he/she will be personally responsible for this sharing and that the Company has no responsibility and control over this sharing. The Company will keep the usage and transaction information of the User and Users, performance evaluations, marketing campaigns of the Company and its business partners, annual reports and data on similar transactions for the required period. It will be able to use the data in question by anonymising them for this period and thereafter.

3.12 In case of technical problems with the Platform, the User shall make reasonable efforts to detect and diagnose the problem before contacting the Company. If the User's need for technical support continues, the necessary support will be provided through the Platform or other appropriate channels.

3.13 In the event that communication tools (such as forums, chat tools or message centres) are provided to the User via the Platform, the User declares and undertakes to use these communication tools only for lawful purposes. The User shall not use such communication tools to share materials outside the purpose of the Platform, including the sale of products and services, e-mails sent without the consent of the other party, files that may damage the software and computer systems of third parties, insulting content for other users or any unlawful content. The User undertakes that he/she is authorised to do so in terms of any communication he/she makes through the Platform. The Company has no obligation to check the appropriateness of the communications made through the Platform or that they are intended for the intended use of the Platform. In terms of other web-based communication tools accessed through the Platform or used in relation to the Platform, the Company shall show the same care that it is obliged to show when using the communication tools provided through the Platform. The Company has the right to remove the communication tools provided through the Platform at any time at its sole discretion.

3.14 The Company reserves the right to make changes to the Agreement at any time, at its sole discretion and unilaterally, without giving any reason and without further notice to the Users. Such amendments shall enter into force from the date of their publication on the Site and shall be valid and binding for the Parties. The Company has the right to revise this Agreement and its annexes without any prior notice, and if this right is exercised, the relevant change will enter into force with the next use of the Platform by the User. If the User does not accept such changes, the User reserves the right to terminate this Agreement as specified below.

3.15 The User may not transfer or assign the User account and the rights and obligations arising from this Agreement and the use of the Platform to a third party in any way.

3.16 The User may delete the Content entered on the Platform at any time within the scope of the authorizations granted by Admin. The User whose membership has expired shall not be able to access his/her account, except for the cases specified in Article 7.6.

3.17 In the event that the User acts in violation of this Agreement, other terms and conditions within the scope of the Platform and its declarations and commitments within this scope, the Company shall have the right to suspend the User's membership or terminate the Agreement as specified below and terminate the user status in this way. In such a case, the Company reserves the right to claim the damages arising from such breach from the User.

3.18 The Company is free to provide or not to provide the services provided under this Agreement, provided that there is no legal obligation, and without prior notice, it has the right to bind the service, Site and Applications to some additional conditions, to suspend and / or change its services temporarily, to stop completely, to close and delete all information and Content, whether belonging to third parties or you, uploaded to the system. The Company may use this right without any notice and without giving any prior notice, and the Company has no liability for this.

3.19 The Company does not guarantee and undertake that the files uploaded from the Site and/or to be uploaded to the Site do not contain viruses or similar harmful features, that the Site will be error-free and uninterrupted and/or the results that may be expected from the use of the Applications or the Site; It is not responsible in any way and under any circumstances for the information and visuals contained on this Site, including but not limited to malfunctions, errors, deficiencies, interruptions, viruses, delays in transfer, damages and losses arising as a result of force majeure, transactions and actions of third parties and Users of the Site and other actions.

3.20 The Company has no responsibility to confirm the accuracy of the information provided by the User. All responsibility lies with the User, and the User accepts, declares and undertakes that he/she will bear any consequences in case of detection of the situation. The User accepts and declares that he/she will receive service within the scope of the information specified. The User accepts, declares and undertakes to enter the information requested to receive service.

3.21 By visiting and / or using the Site and Applications, the User agrees and undertakes not to violate the intellectual property rights specified, not to copy, reproduce, publish, modify, translate into another language all kinds of information, content, documents and visuals belonging to the Company and / or another third party, pictures, texts, files, visual and audio images, icons, databases, title, business name, Content and software, product, design, trademark, patent, logo, and similar information, content, documents and visuals on the Site and Applications, will not store or subject to any processing, distribute, process, upload, display, destroy or use in any way, will not use all or part of the Site on another website without the Company's permission and will not provide a link without the Company's written permission, will not compete directly and / or indirectly with the Company, will not use the Site and Applications in any illegal and / or unauthorised manner, accepts, declares and undertakes.

3.22 Any legal, criminal or any other liability in every transaction and action made by the User on the Site and the Application belongs to the User, and when using the Site and Applications, the provisions of the law and the legislation will be complied with, and the responsibility for any damages incurred by the Company and third parties due to reasons such as non-compliance with the law and the provisions of the legislation, any unreasonable and disproportionately large load on the system infrastructure, unauthorised connection to the Site and Applications and unauthorised use of the Site and Applications will belong to the User personally, the User; accepts, declares, and undertakes that it will indemnify the damages and losses incurred by the Company and third parties due to unfair and unlawful use, will not make any request from the Company due to these responsibilities, and will immediately indemnify any possible claims and damages that may be directed to the Company.

3.23 The Company cannot be held liable for any material, moral, legal, financial consequences or direct and indirect damages such as loss of earnings and damages that may be incurred or suffered by third parties due to any use, including the use of the services provided through the Site and the Application in faulty, unlawful works or in violation of the law. In this context, in the event that any liability is imposed on the Company, the Users who cause this, accept, declare and undertake that they will immediately compensate all kinds of damages of the Company.

3.24 Force Majeure Events, including but not limited to cyber-attacks, natural disasters, riots, war, strikes, communication problems, infrastructure and internet failures, power outages and bad weather conditions, beyond the reasonable control of the relevant party, unforeseeable and unavoidable events that cannot be avoided despite due diligence. The Company shall not be liable for late or incomplete performance or non-performance of any of its obligations set forth in this Agreement. In case of force majeure, the Company shall not be entitled to any compensation under any name.

3.25 If the provisions of this Agreement are violated, the Company may prevent the User from using the Site and Applications and / or may take all kinds of legal action against the User.

4. Payment Terms

4.1 The User will be able to benefit from the Application only in return for full and complete payment of the fees declared on the Platform with the payment terms and means declared on the Platform.

4.2 The User will be able to use the Platform without paying any fee during the trial period specified in the Platform. At the end of the trial period, the User's membership will become a paid membership to be determined according to the type, service level, functionality, campaigns or contract period. Fees, payment terms and effective dates of the fees related to the Platform will be announced in the relevant sections of the Platform. The User may upgrade or downgrade the membership package at his/her own discretion. Requests regarding this will be made at the end of the relevant membership period unless otherwise stipulated by the Company. Changes to the fees and payment terms regarding the membership package during the User's membership period will not be applied until the end of the User's membership period, and new fees and payment terms will be valid with the start of the new membership period. No refund will be made if the membership is terminated for any reason, including the termination of the Agreement during the membership period.

4.3 Unless otherwise requested by the User until 14 (fourteen) days before the end of the period, the User's membership will be automatically renewed at the end of each period.

4.4 If the User receives a prepaid service from the Application, the invoice shall be issued following the payment within the scope of the information specified when becoming a member and to the address specified, and shall be shared with the User as an electronic invoice. If the User receives a post-paid service from the Application, the User shall pay the relevant amount in the invoice within 7 (seven) days following the invoice date. The User is responsible for the payment of taxes and duties related to the relevant fees. Payments to be made by the User to be authorised under this Agreement shall be paid on the specified day within the scope of the invoice issued in accordance with the Turkish Commercial Code No. 6102 and Tax Procedure Law No. 213.

4.5 The Company or third parties approved by the Company will be able to store the User's credit card, account and payment information in order to perform transactions related to the User's membership and payment and updates regarding bank integration.

4.6 For the avoidance of doubt, the fee which must be payed to the Company in consideration of the service shall be the amount presented to the User with the package selection by the User on the Platform

5. Intellectual Property Rights

5.1 All rights, title and interest on the Platform belong to the Company. Under this Agreement, the User is granted a personal, worldwide, royalty-free, non-transferable and non-exclusive licence to use the Platform. Nothing in the Agreement, other terms and conditions regarding the Platform may be interpreted as transferring the rights and interests regarding the Platform to the User. The User hereby grants the Company the right to use, copy, transmit, store and backup the information and Content for the User's access to the Platform, use of the Platform and other purposes for the provision of services. The Company has the right to grant sub-licences to third party developers in relation to the Content for the provision of services.

5.2 It is forbidden to reproduce, translate into another language, store or use the information contained on the Site and the Application in any way, including any processing. The User shall not have the right to copy, modify, reproduce, reverse engineer, decompile or otherwise access the source code of the software on the Site, or create a work from the Platform in any way and for any reason. It is strictly forbidden to change the browser and contents of the Platform in any way, to link to or from the Platform without the express permission of the Company.

5.3 The User shall not use the trade name, brand, service mark, logo, domain name, etc. of the Company (or its affiliates) in any way.

6. Limitation of Liability

6.1 The Application, software and other content within the scope of the Platform are presented 'as is' and in this context, the Company has no responsibility or commitment regarding the accuracy, completeness and reliability of the Application, software and content. The User also understands and accepts that the Company does not make any commitment regarding the relationship between the Content and other User data. The Company does not undertake that the use of the Platform is uninterrupted and error-free. Although the Company aims to make the Platform accessible and usable 24/7, it does not guarantee the operability and accessibility of the systems that provide access to the Platform. The User agrees that access to the Platform may be blocked or interrupted from time to time. The Company is in no way responsible for such blocking or interruptions.

6.2 The User accepts and declares that the Platform may link to other websites and/or portals, files or contents that are not under the control of the Company, and that such links are not intended to support the website or its operator or do not constitute a statement or guarantee of any kind regarding the website or the information it contains, and that the Company does not have any responsibility for the portals, websites, files and contents, services or products or their content accessed through such links.

6.3 The User accepts that access to and the quality of the Applications and Applications offered through the Platform are largely based on the quality of the service provided by the relevant Internet Service Provider and that the Company has no responsibility for any problems arising from the quality of such service.

6.4 The User is solely responsible for the content uploaded and the use of the Platform. The User agrees that he/she releases the Company from all claims and demands (including judgement costs and attorney's fees) that may be submitted by third parties regarding intellectual property violations, Content, use of the Platform.

6.5 To the extent permitted by applicable law, the Company shall not be liable for any direct, indirect, special, incidental, punitive damages arising out of the use of the Platform, including but not limited to loss of profit, loss of goodwill and reputation, expenses incurred for the provision of substitute products and services. In addition, the Company also declares that it does not give any express or implied warranty of any kind, including but not limited to implied warranty, merchantability, fitness for a particular purpose. The Company's liability under this Agreement shall in any case be limited to the amount paid by the User within the scope of the services subject to this Agreement until the date the relevant damage arises.

7. Entry into force and termination of the Agreement

7.1 This Agreement shall enter into force upon acceptance by the User in electronic environment and shall remain in force unless terminated by either party as specified below.

7.2 Any of the Parties may terminate this Agreement at any time without any justification and without compensation at any time with a written notice to the e-mail address notified by the other party 14 (fourteen) days in advance. In addition, the Company has the right to terminate this Agreement unilaterally during the term of the contract, within the framework of its commercial concerns and interests, without any reason, provided that it gives 14 (fourteen) days prior written notice. The User agrees, declares and undertakes in advance that it will not claim any compensation, refund, right and receivable for this reason.

7.3 In the event that one of the Parties fails to fulfil its obligations arising from this Agreement in full and duly and the contravention in question is not remedied within the given period despite the written notification to be made by the other party, this Agreement may be terminated by the party making the notification. If the aforementioned breach is realised by the User, the Company shall have the right to suspend the User status until the breach is corrected. If the User violates the legislation in force, the Company may terminate the Agreement for just cause with immediate effect.

7.4 Termination of the Agreement shall not eliminate the rights and obligations of the Parties until the date of termination. Upon termination of the Agreement, the User shall be liable for all fees and expenses incurred up to that date and shall not be able to use the Platform as of the date of termination. In case of termination of prepaid memberships, no refund will be made to the User. The Company aims not to charge any fee for a new period after the cancellation request and approval, but hereby declares that it will carry out the cancellation and refund process sensitively in order not to cause any grievance to the party making the payment of such payments received as a result of a possible systemic error.

7.5 If the User's account is inactive for 3 (three) months, the Company may terminate this Agreement.

7.6 The Company has the right to store the Content in its databases as long as this Agreement is in force. However, in cases where this Agreement is terminated, the personal data uploaded to the system in the Content will be deleted within the scope of the provisions of the KVKK, and the accounts to which membership is made may also be inactivated and / or deleted upon the request of the User.

8. Miscellaneous Provisions

8.1 The invalidity, illegality and unenforceability of any provision of this Agreement or of any statement contained herein shall not affect the force and effect of the remaining provisions of the Agreement. Therefore, if any provision of this Agreement is declared invalid, illegal or unenforceable by a competent court, such invalidity shall not affect the existence, legality and enforceability of the remaining provisions. In the event that any provision or other term is found to be invalid, illegal or unenforceable, the Parties represent and undertake to negotiate in good faith to amend the Agreement in a mutually acceptable manner and as close as possible to the original intention of the Parties so that the terms of this Agreement will survive in its entirety except for the relevant provision or term.

8.2 This Agreement is a whole with its annexes. In the event of any conflict between the Agreement and its annexes, the provisions contained in the relevant annexes shall prevail.

8.3 The User shall be communicated with the User via the e-mail they notified when registering or through general information on the Platform. E-mail communication shall replace written communication. It is the User's responsibility to keep his/her e-mail address up to date and to check the Platform regularly for information.

8.4 Turkish law shall be applied in the interpretation of this Agreement and all disputes that may arise from this Agreement and its annexes; Istanbul Central (Çağlayan) Courts and Enforcement Offices shall be valid.

8.5 The User may not transfer and assign this Agreement and the rights and obligations arising from the Agreement to third parties in whole or in part without the written consent of the Company.

8.6 In any dispute regarding the transactions and services under this Agreement, the electronic and system records, commercial records, book records, microfilm, microfiche and computer records kept by the Company in its database and servers shall constitute evidence, and the Parties agree that this article constitutes an evidence contract within the meaning of Article 193 of the H.M.K.

8.7 The address of the Company specified in this Agreement and the address specified by the User during registration are the legal notification addresses of the Parties, and notifications made to these addresses will be deemed valid unless any address change is notified to the other Party in writing. Unless otherwise specified in the relevant legislation, all notifications to be made pursuant to the Agreement may be transmitted in writing or electronically. The Company will make notifications to the User under this Agreement via e-mail to be sent to the address specified in the Agreement at the times specified in the Agreement.

8.8 The fact that the other Party has not taken any action despite the violation of any provision of this Agreement by a Party does not mean that the other Party waives its rights and the other Party is always entitled to exercise its rights arising from the Agreement in case of subsequent violations. Failure to exercise or delayed exercise of any right arising out of this Agreement by the relevant Party in due time shall not constitute a waiver of such right by the Party entitled to such right.

8.9 In no event shall any party to this Agreement represent itself as the agent, authorised representative or intermediary of the other party, or incur or attempt to incur any liability or undertaking on its behalf or account.

8.10 The parties are obliged to comply with the Turkish Code of Obligations, Turkish Commercial Code, Civil Code and other relevant legislation and the regulatory procedures and directives of the relevant public institutions and organisations while exercising their rights and fulfilling their responsibilities under this Agreement.

9. Confidentiality and Protection of Personal Data

9.1 The User is entitled to access or learn any information, method, development, know-how or an idea, application, design, model, work, invention, etc. belonging to the Company or its affiliated companies / subsidiaries, officials and other persons who have the possibility of accessing or learning due to the legal relationship between the Parties. Confidential information called 'Trade Secret', including all kinds of personal information, Software information and usage fee, techniques created and developed by the Company and patents, copyrights, trademarks, portfolios, all kinds of other innovations even if not subject to legal protection, and all commercial, non-commercial, financial, legal, legal and legal information that the Parties will learn orally or in writing during the business relationship between them, technical information, information on individuals within the Company, pricing policies, strategy methods, analyses, studies and proposals, designs, rights of individuals and other persons and organisations within the Company regarding wages, social security and other issues, security systems, training given and/or to be given in order to increase the quality of actual and intellectual service, etc. It accepts and declares that all kinds of information regarding the Company's work, product and strategy in general, which have been and/or will be acquired in the events, are confidential information.

9.2 During the execution of this Agreement, the User shall not disclose the information, confidential information and documents to third parties, prevent unauthorised persons from accessing such information and take precautions against their unauthorised use. Disclosure of such information and documents to third parties is subject to the prior written authorisation of the Company. All damages and losses that the Company may incur directly or indirectly due to the disclosure of confidential information and documents without the written permission of the Company shall be covered by the User.

9.3 The User has a confidentiality obligation to the Company. Accordingly, the User may not dispose of the Company's commercial and/or non-commercial secrets, information about the Company's employees, officials and partners, and information regarding the content of the work in any way. The User is obliged to protect all kinds of information mentioned above and also deemed as confidential information during the Contract and after the termination of the Contract or termination of the Contract for any reason whatsoever in strict confidentiality, not to give and/or publicise it to any third party, company, institution and/or organisation by any means whatsoever, not to use it for their own commercial or private interests, not to use it directly or indirectly for purposes other than the purposes of the business relationship between them, not to share it against the Company for any purpose, not to share it with the Company or its affiliated companies / e-mails, etc. via any social media, internet, e-mail, etc. The User accepts, declares and undertakes not to express negative or discrediting opinions about the Company or its affiliated companies/subsidiaries' officials through any social media, internet, e-mail, etc.

9.4 The Company shall process, store and use the personal data shared by the User in accordance with the Personal Data Protection Law No. 6698 ('KVKK') and the relevant legal legislation. The User accepts and undertakes that he/she is obliged to keep all kinds of personal data that he/she has acquired or may acquire during the performance of the legal relationship with the Company within the framework of the Law on the Protection of Personal Data ('KVKK'), the relevant legal legislation and the decisions of the Personal Data Protection Board. At the same time, the User accepts, declares and undertakes that he / she will use the information and documents obtained in accordance with the rules of honesty and law, keep them confidential, is obliged not to disclose the information that anyone has a legitimate interest, and is obliged to fully compensate any compensation arising from the protection of personal data due to violating behaviour. The Company is not responsible for the obligations arising from the activities that the User processes in the capacity of data controller, which may or may not be connected to this Agreement. The User is fully responsible for his/her own behaviours that constitute a violation of the KVKK with his/her own executive or negligent behaviours. The User is responsible for all kinds of material damages incurred within the Company as a result of the User's unlawful behaviour.

Article 10. Entry into force of the Convention

This Agreement consists of 10 main articles and entered into force on the date of electronic approval between the Parties.