Membership Agreement

1. PARTIES AND SUBJECT OF THE AGREEMENT

This Membership Agreement ("Agreement") is made between GALA İLAÇ VE YAZILIM A.Ş. ("FuudUp"), located at Yahyakaptan, Demokrasi Cd. No:36/B, 41101 İzmit/Kocaeli, and the user ("Member" or "Members") who creates a membership and benefits from the services via the mobile application and/or website ("Platform") provided by FuudUp. The purpose of this Agreement is to determine the rights and obligations of the Parties.

FuudUp is a gastronomy-focused social platform where Members can upload and share photo and video content with other Members. Members with a certain number of followers can start a channel subscription and earn income. The Platform also offers a digital marketing area for companies and individuals to advertise.

By approving this Agreement, downloading, using, or performing any transaction on the Platform, the Member accepts, declares, and undertakes to be bound by the provisions of this Agreement.

Within the scope of this Agreement, FuudUp and the Member are referred to individually as a "Party" and collectively as the "Parties."

2. DEFINITIONS

Platform: FuudUp's website and mobile applications.
Member: A real or legal person who registers on the Platform and benefits from the services provided by FuudUp.
Channel Subscription: A system where Members can earn income by gaining followers.
Advertiser: Real or legal persons who advertise through FuudUp.

3. MEMBERSHIP STATUS, RIGHTS, AND CONDITIONS

3.1. ACQUISITION OF MEMBERSHIP STATUS

Users who wish to become Members must approve this Agreement, fill in the required information on the Platform accurately, completely, and up-to-date, and have their application approved. The Member must comply with the definitions specified in the relevant legislation. Membership begins upon approval, and the Member can benefit from the rights on the Platform. Members who provide incomplete or incorrect information are responsible for any resulting damages. Members must update their membership information if there are any changes.

3.2. USE OF MEMBERSHIP ACCOUNT

The Member account is personal, cannot be transferred to others, and other Members' accounts cannot be used.

3.3. PLATFORM SERVICES AND RESPONSIBILITY

The Platform acts only as an intermediary service provider and is not responsible for the accuracy, reliability, or legality of the content on the Platform.

3.4. SUBSCRIPTION, ADVERTISING, AND RESPONSIBILITIES

In the subscription process, the seller is the Member who opens and starts the subscription channel; the Platform has no responsibility. Members who open and start a subscription channel bear all legal responsibilities for the services they provide. The Member agrees to direct all claims regarding the purchased subscription to the person who opened and started the subscription channel.

3.5. PAYMENT

The Platform is authorized to collect payments on behalf of Members who open and start subscription channels. The Member fulfills their obligation to the subscription starter by making a payment to the Platform.

3.6. LEGAL RESPONSIBILITY

The Member undertakes to act in accordance with the applicable legislation, moral rules, and Platform rules in all transactions on the Platform.

3.7. ACCOUNT SECURITY

The Member is responsible for the accuracy and currency of all information related to their account. Password and account security are entirely the responsibility of the Member. If the password is compromised, the Platform does not accept responsibility and may take necessary security measures.

3.8. ACCOUNT USAGE RESPONSIBILITY

The Member is responsible for all transactions and actions performed through their account.

3.9. PLATFORM USAGE AND LIMITATIONS

The Platform must be used in accordance with this Agreement, legislation, and moral rules. Otherwise, the Platform reserves the right to restrict or close the account. The Platform may freeze or suspend accounts it deems suspicious.

3.10. PROHIBITED USES

Using the Platform for harmful activities
Creating fake memberships by providing false information
Spreading malicious software or viruses
Accessing the Platform via automated systems
Publishing disturbing content
Suspicious sharing and comments aimed at changing the theme and purpose of the Platform
Creating a monopoly
Conducting propaganda or smear campaigns

3.11. CONTENT UPLOADED BY THE MEMBER

The Member undertakes that all content uploaded to the Platform will comply with the law, morality, and legislation. The Platform may choose not to publish, delete, or block access to content when deemed necessary.

5. PROTECTION OF PERSONAL DATA

5.1. Personal Data Processing

FuudUp attaches importance to the processing, security, and protection of personal data in accordance with the Law on the Protection of Personal Data No. 6698 ("KVKK") and all applicable legislation. FuudUp processes and shares personal data obtained during the establishment and performance of this Agreement in accordance with the relevant legislation, for the provision of services on the Platform, increasing member satisfaction, ensuring account security, combating fraud, preventing misuse of the Platform, and resolving legal disputes.

5.2. Personalized Experience

FuudUp aims to provide restaurant and food recommendations tailored to members' preferences and a better experience. The Member accepts that the processing of personal data is necessary for the proper performance of the Agreement to offer the most suitable restaurants, food, target audience, and campaigns on the Platform.

5.3. Personal Data Protection Policy

The Member accepts that they can obtain detailed information about the processing and sharing of personal data via the Personal Data Protection Policy, which is an integral part of this Agreement and available on the Platform. The Member accepts that FuudUp reserves the right to update the Policy in line with changes in legislation or company policies.

5.4. Member Rights

The Member may apply to FuudUp to obtain detailed information about the personal data being processed and to exercise their rights under the KVKK, by sending an email to info@fuudup.com from the email address registered in their membership account or by using the application methods specified in the Personal Data Protection Policy.

5.5. Data Retention

In the event of termination of the membership agreement and/or closure of the membership account, personal data for which the purpose of processing and storage has ceased will be deleted in accordance with the legislation. However, personal data that must be retained under the relevant legislation will continue to be processed by FuudUp for the legal periods.

5.6. Security Measures

FuudUp will take the necessary technical and administrative measures to securely store personal data and prevent unauthorized access and unlawful data processing in accordance with Article 12 of the KVKK.

6. COMMERCIAL ELECTRONIC MESSAGES

6.1. Consent for Commercial Messages

If the Member consents to receive commercial electronic messages, FuudUp may send commercial electronic messages to the email address or phone number registered on the Platform, or make calls to promote its goods and services and inform about campaigns and opportunities. The Member is responsible for keeping their email address and phone number accurate and up-to-date.

6.2. Withdrawal of Consent

The Member has the right to refuse or withdraw consent for the sending of commercial electronic messages. In this context, the Member may withdraw consent using the methods specified in the relevant legislation or change their preferences regarding commercial electronic messages via the Platform.

7. INTELLECTUAL PROPERTY RIGHTS

7.1. FuudUp Content

The FuudUp platform and all elements and content related to the platform (including but not limited to trade names, works, copyrights, inventions, patents, trademarks, designs, graphics, logos, other identifying names and marks, domain names, software, algorithms, source and object code, programs and user interfaces, data, databases, records, codes, processes, ideas, texts, animations, clips, music, videos, photos, images, shapes, drawings, visuals, commercial presentation forms, slogans, screens, know-how, projects, concepts, applications, and similar content) ("FuudUp Content") and all rights, including intellectual and industrial property rights, belong to FuudUp.

7.2. User Content

Content shared by users via the Platform (personal information, photos, videos, comments, reviews, messages, and other content) ("User Content") belongs to the user sharing the content unless otherwise stated. However, the user accepts that the content they share may be stored, processed, and analyzed in anonymized form by FuudUp for the operation and development of the Platform.

7.3. No Ownership Rights

Creating a membership account, accessing the platform, using the platform, and/or benefiting from the services provided through the platform does not grant the user any ownership or rights to any content on the platform.

7.4. Prohibited Actions

The user may not, directly or indirectly:

Copy, reproduce, modify, reverse engineer, or convert to source code
Back up, transmit, store, process, sell, share, publish, distribute, rent, or lend
Adapt, transfer, or assign to third parties
Create similar or derivative works

7.5. Consequences of Violation

The user accepts that if they violate the prohibitions above, they will be liable to compensate FuudUp and/or third parties for any damages. FuudUp reserves the right to restrict, block, suspend, or terminate the user's access to the platform in such cases, as well as to pursue all legal and criminal remedies.

8. AMENDMENTS AND WAIVER

8.1. Changes to Agreement

FuudUp reserves the right, at its sole discretion, to unilaterally change this Agreement and all policies, rules, terms, and conditions on the Platform at any time by announcing them in any manner. These changes and additions will become effective upon notification to the user or publication on the Platform. Unless otherwise stated, they will take effect as of the date of publication without requiring any additional approval, and the remaining provisions will remain in force. By continuing to use the Platform or benefit from the services, the user is deemed to have accepted the changes and additions. Users are advised to check the updated Membership Agreement before each transaction on the Platform. In cases where explicit approval of changes is required by law, if the user does not provide approval, FuudUp reserves the right to restrict, suspend, or terminate the user's membership.

8.2. Waiver Validity

Waivers not made by FuudUp will not be valid. FuudUp's failure to exercise any right under this Agreement, not requiring the user to comply with any provision, or waiving any breach by the user, shall not be interpreted as a waiver of future breaches or of any subsequent breach.

9. FORCE MAJEURE

FuudUp may experience delays or obstacles in fulfilling its obligations under this Agreement due to events beyond its control. Force majeure includes, but is not limited to, natural disasters (earthquake, flood, fire, storm, etc.), war, uprising, rebellion, terrorist acts, mobilization, government intervention, embargo, strike, lockout, labor disputes, cyber-attacks, infrastructure and internet failures, system improvements or renewal works, power outages, communication problems, adverse weather conditions, legislative changes, decisions by competent authorities, and other similar situations beyond FuudUp's control.

If FuudUp is prevented or delayed from fulfilling certain obligations under this Agreement due to such force majeure events, FuudUp cannot be held liable for such situations. Such a situation shall not be considered a breach of this Agreement. In the event of force majeure, FuudUp will promptly notify the user and make reasonable efforts to fulfill the affected obligations within a reasonable time.

10. MISCELLANEOUS PROVISIONS

10.1. Evidence and Records

In the event of any dispute arising from this Agreement, the Member accepts that all digital and physical records held by FuudUp, including official books, commercial records, e-archive data, electronic documents, and computer records, shall constitute conclusive, binding, and exclusive evidence. The Member acknowledges that these records constitute an evidential contract under Article 193 of the Turkish Code of Civil Procedure.

10.2. Governing Law and Jurisdiction

Turkish law shall apply to the interpretation and implementation of this Agreement. Kocaeli Courts and Enforcement Offices are authorized to resolve any disputes arising from the Agreement.

10.3. Severability

This Agreement constitutes the entire agreement between the parties. If any provision is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain valid and in force. An invalid provision shall not affect the validity of the other provisions.

10.4. Assignment

The Member may not transfer or assign this Agreement or any rights and obligations arising from it to third parties without the written consent of FuudUp. Otherwise, any assignment or transfer shall be invalid. However, FuudUp may transfer its rights, obligations, and receivables arising from this Agreement to its affiliates, subsidiaries, business partners, and/or third parties without the Member's written consent.

10.5. Rights and Powers

FuudUp has the right to use all rights and powers in this Agreement and under the relevant legislation together and in parallel. Failure to exercise a right or power does not prevent the exercise of other rights and/or powers.

10.6. Language Version

In case of any conflict between different language versions of this Agreement, the Turkish version shall prevail.

10.7. Effective Date

This Agreement has been carefully read and fully understood by the Member and has been electronically approved, entering into force for an indefinite period from the moment of approval.

Effective as of: 09.07.2025
Last updated: 09.07.2025