Members Services Agreement




1. Acceptance of Terms

1.1 WELCOME TO DAWERLY MEMBERS SERVICE. This Dawerly Members Services Agreement (this "Agreement") governs the Members membership service ("Members Service") and/or any related Value-Added Services (collectively, the "Services") offered to you by Dawerly (as defined below) through the web site identified by the uniform resource locator or (the "Site" or "Website"). you are contracting with Dawerly E-TIC Private Limited. Turkey, the contracting Dawerly entity shall be referred to as "Dawerly." BY SUBMITTING YOUR APPLICATION OR SERVICE ORDER OR MAKING ANY PAYMENT FOR ANY SERVICES WHETHER ONLINE VIA THE SITE OR OFFLINE OR VIA OUR AUTHORIZED SALES AGENT OR OUR AUTHORISED RESELLER, YOU INDICATE YOUR AGREEMENT TO BE BOUND BY THIS AGREEMENT. 

1.2 This Agreement applies to all Services and governs all applications or service orders for the Services (each referred to as a "Service Order").  In case of any conflict between the terms of this Agreement and those of a Service Order, the terms of the Service Order shall prevail.

1.3 If a Service Order includes the Members Service, this Agreement will take effect on the later of the day when (i) you have paid the total service fees in full under the Service Order, and (ii) you have successfully completed the A&V (as defined below). 

1.4 If a Service Order includes Value Added Services only and does not include the Members Service, you must concurrently be an existing Members member. your service period for the Members Service must be valid for more than three (3) months.  This Agreement will take effect on the day when you have paid the total service fees in full within the prescribed period set forth in the Service Order or otherwise acceptable to Dawerly and shall remain in force until the last date of the relevant service periods of the Services unless early terminated in accordance with this Agreement. 

1.5 Dawerly may amend this Agreement at any time by posting the amended and restated Agreement on the Site. The amended and restated Agreement shall be effective immediately upon posting. After posting by Dawerly of the amended and restated Agreement, your continued use of the Services shall be deemed to be acceptance of the amended terms. This Agreement may not otherwise be modified except in writing by an authorized officer of Dawerly.

1.6 The Services are provided subject to the Terms of Use Agreement and all rules and policies of the Website (including without limitation the Privacy Policy, Product Listing Policy, and any rules, policies and special terms and conditions applicable to any Value-Added Services), each published on the Site and as may be revised from time to time (collectively, the "Website Terms").  You hereby agree to comply with such Website Terms at all time. 

1.7 As some or part of the Services may be supported and provided by affiliates of Dawerly, Dawerly may delegate some of the Services to its affiliates.

2. Authentication and Verification

2.1 Registration for the Members Service is subject to verification and authentication procedures to verify the registration information and such other information about you as deemed appropriate by Dawerly (the "A&V").  "Authentication" refers to confirmation by the A&V Agency of your business registration. "Verification" refers to confirmation by the A&V Agency that the contact person indicated in the Service Order is your authorized representative to represent you on the Site.  You authorize Dawerly and its authorized third-party security service provider (at Dawerly sole choice) (the "A&V Agency") to conduct the A&V about you.  You agree to provide all necessary information and render all reasonable assistance and cooperation that either Dawerly or the A&V Agency may require in order to complete the A&V.

2.2 If you fail the A&V for the first time, upon your request and at your cost, Dawerly may conduct the A&V for the second or more times at the additional charge of US$399 per A&V.  However, in no event shall Dawerly be obliged to conduct any A&V after three (3) calendar months from the date of your Service Order.  If you fail to successfully complete the A&V within the above 3 months period, your Service Order for the Services will be deemed to be cancelled.

2.3 If you fail the A&V and then cancel the Service Order or if you are deemed to cancel a Service Order upon the expiry of the above-mentioned 3 months period, Dawerly will refund the service fees in accordance with our established practices, provided, however that Dawerly shall have the right to deduct US$399 as an administrative charge.  You shall provide to us correct bank account details and other information necessary for Dawerly to process and make the refund.  In case you fail to provide the required information within three (3) months, you will be deemed to have waived any claim in respect of such refund money, and Dawerly shall be entitled to forfeit absolutely the entire service fees paid by you without any liability to you.

2.4 Any changes to the information that has been verified under the A&V shall be subject to new A&V at Member's own expense.  If Member fails to make payment and the changed information is not verified, Dawerly may, in its sole discretion, suspend or revoke all Services with respect to such Member without any refund or other compensation to Member.

2.5 Upon each renewal of the Members Service, the A&V shall be carried out by Dawerly in accordance with this clause 2. If you purchase the Members Service for more than one year, you shall also undergo and pass the A&V annually prior to the expiry date of each annual placement period in accordance with this clause 2.

2.6 You agree not to hold Dawerly and our affiliates liable for any errors or omissions made (whether or not negligent, intentional or otherwise) by an A&V Agency.

2.7 Dawerly may, at its discretion and subject to authorization by the A&V Agency (if any), display a sign or mark or other materials as Dawerly considers appropriate to indicate that Member has passed the A&V.  However, Member shall not make any use of such sign or mark for any purpose without prior written consent by Dawerly.

3. Services

3.1 The Members Service has the following core features (which may be modified or suspended for scheduled or unscheduled maintenance purposes, from time to time at the sole discretion of Dawerly upon notification):

(a) Company Profile - allows Member to display and edit basic information about its business, such as year and place of establishment, estimated annual sales, number of employees, products and services offered, etc.;

(b) Product Showcase - allows Member to display and edit descriptions, specifications and images of its products;

(c) Trade Lead Posting - allows Member to post on the Site for public display offers to buy or sell Member's products and services;

(d) Verified Profile - display Member's information verified by the A&V Agency under the A&V.

3.2 The Value-Added Services include the following:

(a) Inquiries: To help Members increase exposure of their products and/or services, Dawerly will cooperate with external Website (s), prioritize recommendations internally, and/or use any other method to direct potential buyer inquiries to Members on the Website;

(b) Product Catalog: To place products of Members in priority ranking on the Website; 

These Value-Added Services are offered only to Members whose service period for the Members Service is still valid.

3.3 Dawerly reserves the right to change, upgrade, modify, limit or suspend the Services or any of its related functionalities or applications at any time temporarily or permanently without prior notice.  Dawerly further reserves the right to introduce new features, functionalities or applications to the Services or to future versions of the Services. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by Dawerly.

3.4 The Services are offered only to business or corporate entities (e.g. corporations, limited liability companies, partnership, sole proprietors, etc.) that are capable of having a business name and business address that may be verified by the A&V Agency.

3.5 Member shall keep confidentiality and proper custody of its Member ID and Password of the Account assigned to Member in connection with its use of the Services (the "Account").  A set of Member ID and Password is unique to a single Account.  Member agrees that it shall be solely responsible for any use of its Account (including without limitation publishing of any information and materials, accepting any online rules and agreements, subscribing for or purchasing any service or product online) and any use of its Account will be deemed by Dawerly as having been fully authorized by such Member.  Member shall not share with, assign to or permit a third party to use its Account, Member ID or Password (collectively, "multiple uses").  Member acknowledges that multiple uses of its Account with any third party may cause irreparable harm to Dawerly or other users of the Site, and agrees to indemnify Dawerly and its affiliates against any loss or damages suffered by Dawerly and its affiliates as a result of multiple uses of its Account. If Member fails to take necessary measures to maintain the security of the Account or to prevent the risks of unauthorized access, Dawerly shall have the right to suspend the provision of the Services or terminate this Agreement without any refund or other compensation to Member.

3.6 Dawerly shall have the right, but shall not be obliged, to monitor or examine any information and materials including any website link that Member publishes or submits to Dawerly for publishing on the Site (the "Member Materials").  Publishing of Member Materials shall by no means mean that Dawerly has endorsed or otherwise certify the contents of such Member Materials.  Member shall be solely responsible for the contents of its Member Materials.

3.7 If any activities of Member on the Site or any Member Materials (including material accessible through a link in the Member Materials), in Dawerly reasonable opinion, are in violation of any applicable laws and regulations or a third party's legitimate rights (including without limitation intellectual property rights), the terms of this Agreement or the Website Terms or may otherwise subject Dawerly or its affiliates to liability, Dawerly may, at its option, delete, remove or modify such Member Material or any part thereof and/or limit or suspend the provision of the Services or any part thereof (including without limitation limiting the number or types of product listings that the Member can publish on the Site for such duration as Dawerly may in its sole discretion consider appropriate). 

3.8 Dawerly reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, Dawerly may disclose Member's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action.  Dawerly shall not be liable for damages or results thereof, and Member agrees not to bring any action or claim against Dawerly for such disclosure. In connection with any of the previous, Dawerly may suspend or terminate Member's Account as Dawerly deems appropriate at its sole discretion.  Dawerly shall have the right to publish the records relating to handling of complaints against Member, breaches by Member or termination of this Agreement on the Site. 

3.9 Member hereby grants to Dawerly a non-exclusive, royalty-free, sub-licensable, worldwide, transferable license to (a) display, publish or transmit all or part of the Member Materials or any adaptations thereof, (b) link, copy, store, adapt, translate or make other reasonable use of all or part of the Member Materials or any adaptations thereof, necessary to provide the Services in any medium known now and in the future. 

3.10 Member authorizes Dawerly (Dawerly however has no obligation) to, directly or indirectly, in such form and at such time and conditions at Dawerly sole discretion, promote, on behalf of Member, any Materials.  To the extent that Dawerly does not materially modify such Materials, Member agrees and undertakes that it shall be solely responsible for, and shall keep Dawerly fully indemnified against any action, liability, claim, loss, damage and expense (including legal cost) arising from or related to such Materials.    

3.11 Dawerly reserves the right to improve or update the Services at any time, including improvement to or upgrade of the company and product classifications, ranking etc.

4. Service Period

4.1 Unless otherwise agreed by the Parties, the service period for the Members Service shall be three (3) months from the activation date of the Account.   Activation of the Account shall be notified to Member via email to such email address provided by Member upon registration for the Service.

4.2 The service period for any Value-Added Service shall be the agreed period specified in the relevant Service Order provided that if Member's Members Service expires or terminates, all of its Value-Added Services under the same Account shall terminate simultaneously. 

4.3 This Agreement will expire on the day when all the service periods expire unless early terminated according to the terms of this Agreement. 

5. Fees and Payment

5.1 In consideration of Dawerly Agreement to process the application and, subject to the A&V, to provide the Services, you agree to pay Dawerly (of its relevant affiliate) the service fees.  All service fees shall be payable in advance to Dawerly or its affiliate or authorized agent by wire transfer, credit card, third-party payment system (including but not limited to PayPal, BKM) or such other method acceptable to Dawerly, in US Dollars or its equivalent in such other currency as permitted by Dawerly. Except as provided in clause 2.3, all payments made are non-refundable.

5.2 All services fees are exclusive of any taxes, duties or other governmental levies or any financial charges.   You agree to pay and be responsible for any such taxes, duties, levies or charges on the sale and use of the Services in addition to our service fees.  In the event Dawerly is required by any applicable law to collect any taxes or duties, you agree to pay such taxes or duties to Dawerly. 

5.3 Dawerly reserves the right to modify its pricing structure, discounts and payment conditions from time to time at its sole discretion.

6. Member Responsibilities

6.1 Member agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for Dawerly provision of the Services.  If Member's failure to do so results in delay in the provision of any Service, Dawerly shall not be obliged to extend the relevant service period or liable for any loss or damages arising from such delay. 

6.2 Member represents, warrants, and undertakes (where applicable) to Dawerly that:

(a) It has the full power and authority to enter into this Agreement, to grant the license and authorization and to perform its obligations hereunder;

(b) It will carry on its activities on the Site in compliance with any applicable laws and regulations;

(c) It will not use the Services to defraud users of the Site or engage in other unlawful activities (including without limitation spamming, allowing another to use its business registration information to subscribe for an Dawerly service);

(d) It has the legitimate right and authorization to sell, distribute or export all products or services it posts on the Site or otherwise referred to in its Member Materials;

(e) All contents of its Member Materials are true, lawful and accurate, and are not false, misleading or deceptive;

(f) It will not impersonate any person or entity, or misrepresent itself or its affiliation with any person or entity;

(g) It will not post any product or Service listing in breach of the Site's Product Listing Policy, and its Member Materials or any product or Service referred to in its Member Materials do not infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right, rights of publicity and privacy or other legitimate rights;

(h) Its Member Materials do not contain information that is defamatory, libelous, threatening or harassing, obscene or sexually explicit or harmful to minors;

(i) Its Member Materials do not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

6.3 Member agrees and undertakes that it will not:

(a) Copy, reproduce, exploit or expropriate Dawerly various proprietary directories, databases and listings;

(b) Use or distribute any computer viruses or other destructive devices and codes that may harm, interfere with, intercept or expropriate any software or hardware system, data or personal information;

(c) Gain or attempt to gain authorized access to the computer systems or networks used by Dawerly and/or any user of the Site or engage in any other activities that may harm the integrity of such computer systems or networks;

(d) Take any action which may undermine the integrity of Dawerly feedback system, such as leaving positive feedback for himself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another Member.

6.4 With regards to information about or posted on behalf of any business referee, Member represents and warrants that it has obtained all necessary consents, approvals and waivers from its business partners and associates (a) to act as its business referee; (b) to post and publish their contact details and information, reference letters and comments on their behalf; and (c) that third parties may contact such business referees to support claims or statements made about Member.

6.5 Member shall conduct all activities on the Site in accordance with all applicable laws and regulations and commonly accepted commercial practices.  Member shall also conduct its business affairs with integrity and in an ethical manner.

6.6 Member acknowledges and agrees that Dawerly shall not be responsible, and shall have no liability to it or anyone else for any content of the Member Materials or materials posted by third parties. 

6.7 Member shall be solely liable for its business name submitted.  In case Dawerly receives any complaint or claim against Member in respect of its business name, unless Member changes to a new business name which has also passed the A&V, Dawerly shall have the right to suspend or terminate Member's Account immediately.     

6.8 Member agrees to indemnify Dawerly and its affiliates and their employees, agents and representatives and to hold them harmless, from any losses, damages, actions, claims, and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from its Member Materials or use of the Services or Member's breach of this Agreement or the Website Terms (including claims arising from Member's business name) and from claims of third parties.  Dawerly reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Member, in which event Member shall cooperate with Dawerly in asserting any available defenses.


7. Limitation of Liability

7.1 Dawerly Represents and Warrants That It Will Provide the Services with Reasonable Care and Skill.  Except As Expressly Provided In This Agreement And To The Full Extent Permitted By Law The Services Are Provided On An "As Is" And "As Available" Basis, And Dawerly at this moment Expressly Disclaims Any And All Warranties, Express Or Implied, Including But Not Limited To Any Warranties Of Condition, Quality, Durability, Performance, Accuracy, Reliability, Merchantability Or Fitness For A Particular Purpose Or Non-Infringement Even If Advised Of The Possibility Of Such Damages Or If Such Possibility Was Reasonably Foreseeable.  All Such Warranties, Representations, Conditions, Undertakings, and Terms Are Hereby Excluded.  If Dawerly Breaches the Warranty Hereunder, Dawerly Shall Re-Perform the Affected Part of The Services.  To the Full Extent Permitted by Law, The Remedy Under This Clause 7.1 Shall Be Member's Sole and Exclusive Remedy for Breach of Dawerly's Warranties Under This Agreement.

7.2 To the Full Extent Permitted by Law, Dawerly Shall Not Be Liable for Any Indirect, Consequential, Incidental, Special or Punitive Damages, Including Without Limitation Damages for Loss of Profits or Revenues, Business Interruption, Loss of Business Opportunities or Loss of Data, Whether in Contract, Negligence, Tort or Otherwise, arising from the Use or Inability to Use of The Services, even if Advised of the Possibility of Such Damages or if Such Possibility Was Reasonably Foreseeable.

7.3 Member agrees not to hold Dawerly responsible for third parties' content, actions, or inactions.  If Member uses third parties' services, software, or products in connection with the Services, Member further agrees not to hold Dawerly responsible for such third parties' services, software, or products. 

7.4 Any material downloaded or otherwise obtained through the use of the Services is done at Member's sole discretion, and risk and Member is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by Member from Dawerly or through or from the Services shall create any warranty not expressly stated in this Agreement.

7.5 Notwithstanding any of the foregoing provisions, the aggregate liability of Dawerly and its affiliates and their employees, agents and representatives or anyone acting on their behalf, with respect to Member for all claims arising from the use of the Services or the Site shall not exceed the amount of the services fees that Member pays to Dawerly during the current service period for the Members Service.  The preceding sentence shall not preclude the requirement by Member to prove actual damages. All claims arising from the use of the Services must be filed within one (1) year from the date the cause of action arose.


8. Termination

8.1 If any of the following circumstances occurs, Dawerly shall have the right to terminate the Agreement immediately upon written notice to Member and to forfeit the service fees for any unused Services without liability:

(1)  Dawerly has reasonable grounds to believe that Member uses the Services for any fraudulent or another unlawful purpose;

(2)  Upon complaint or claim from any third party, Dawerly has reasonable grounds to believe that Member has willfully or materially breached its contract with the third party complainant, including without limitation where Member has failed to deliver the products ordered by the complainant after receipt of the purchase price, or where Member has failed to make payment to the complainant after receipt of the products delivered by the complainant, or where Member has delivered the products that fail to meet the terms and descriptions outlined in Member Materials materially;

(3)  Dawerly has reasonable grounds to believe that Member is involved in the production or sale of any inferior goods or any goods which infringe any intellectual property rights or other legitimate rights of any third party;

(4)  Member assigns or transfers part or all of its rights and obligations under this Agreement to a third party (including multiple uses of its Account) without Dawerly prior written consent;

(5)  Member sells any business information related to buyers and/or their buy leads/inquiries which are obtained by Member as a result of the use of the Services without Dawerly prior written consent;

(6)  Member is involved in any scheme or activities to undermine the integrity or normal operation of the computer systems or networks of the Site (including gaining unauthorized access to the systems of the Site, stealing, modifying or deleting the information of other members of the Site without authorization);

(7)  Member is in breach of any of its representations, warranties, and undertakings in clause 6;

(8) Member has failed to rectify any breach of this Agreement other than those under para (1) - (7) hereof within ten working days of being notified by Dawerly of such breach;

(9)  Member has committed breaches other than those under para (1) – (7) hereof for three or more times;

(10)  Member ceases to conduct its operations, is insolvent or wound up, or becomes the subject of any voluntary or involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors or similar proceeding. 

8.2 If the Agreement is terminated under clause 8.1 and other provisions of this Agreement, Dawerly shall have the right to refuse any current or future use by Member of the Services or any other services that may be provided by Dawerly.

8.3 If Dawerly does not receive full payment of subscription fees within ten (10) days of automatic renewal of subscription for the Service, such Member's subscription shall be terminated immediately without further notification from Dawerly.  Access to the Members Service shall be denied upon such termination.

9. Force Major

9.1 Under no circumstances shall Dawerly be held liable for any delay or failure or disruption of the Services resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, acts of God, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, laborer disputes, riots, insurrections, civil disturbances, shortages of laborer or materials, terrorism, war, governmental actions, orders of domestic or foreign courts or tribunals.

10. General Provisions

10.1 This Agreement constitutes the entire Agreement between Member and Dawerly with respect to and governs the use of the Services, superseding any prior written or oral agreements in relation to the same subject matter herein.

10.2 This Agreement shall be governed by the laws of Turkey without regard to its conflict of law provisions. The Parties to this Agreement now submit to the exclusive jurisdiction of the courts of Turkey.

10.3 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced.

10.4 Headings are for reference purposes only and in no way, define, limit, construe or describe the scope or extent of such section.

10.5 Any failure by Dawerly to exercise any of its rights under this Agreement shall not constitute a waiver of such right or a waiver to subsequent or similar breach.  A waiver shall be effective only if made in writing.

10.6 Dawerly shall have the right to assign this Agreement (including all of its rights, titles, benefits, interests, and obligations and duties in this Agreement) to any person or entity (including any affiliates of Dawerly). Member may not assign, in whole or part, this Agreement to any person or entity.

10.7 If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail. Any non-English language version of this Agreement is provided for reference purposes only.



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