MEMBER MERCHANT AGREEMENT

1. PARTIES

This Member Merchant Agreement ("Agreement") is entered into by and between A Ödeme ve Elektronik Para Hizmeti Anonim Şirketi ("A ÖDEME") and the legal entity benefiting from the services provided by A ÖDEME (the "Member Merchant").

A ÖDEME and the Member Merchant shall hereinafter be referred to individually as a "Party" and collectively as the "Parties."

This Member Merchant Agreement, together with its annexes, constitutes an integral whole. The Member Merchant acknowledges and agrees that the provision of the services subject to this Agreement is conditional upon compliance with the terms and conditions set forth in this Agreement and its annexes, as well as the submission of all information and documents that may be requested by A ÖDEME within the scope of such terms and conditions, and accepts this Agreement accordingly.

2. DEFINITIONS

3.  SUBJECT MATTER AND PURPOSE OF THE AGREEMENT

3.1.  A ÖDEME is an Electronic Money and Payment Services Institution duly authorized by the Central Bank of the Republic of Türkiye (CBRT) pursuant to Law No. 6493 and holds the necessary operating license to provide Electronic Money and Payment Services. A ÖDEME provides Electronic Money and Payment Services in accordance with Law No. 6493 and the applicable legislation. This Agreement has been entered into for the purpose of regulating the rights and obligations of the Parties with respect to the payment services to be provided by A ÖDEME pursuant to Law No. 6493 and the applicable legislation.

3.2.   The A ÖDEME Member Merchant Application Form, as in effect on the date of execution of this Agreement, constitutes an integral part of this Agreement. In matters not expressly regulated herein, the provisions contained in the aforementioned annexes shall apply. By signing and/or approving this Agreement, the Member Merchant acknowledges that it has been informed of the Application Terms, declares that the information entered into the Application Form and uploaded to the system is true and accurate, and accepts, represents, and undertakes to comply with the contents of the aforementioned annexes.

3.3.  The subject matter of this Agreement is to establish the terms and conditions governing the services to be provided by A ÖDEME to the Member Merchant as set forth in Article 4.

3.4.   The Member Merchant acknowledges, represents, and undertakes that it shall cooperate with A ÖDEME in accordance with the terms and conditions set forth in this Agreement and its annexes and that A ÖDEME may amend such terms and conditions in accordance with this Agreement.

4.  PAYMENT SERVICES

4.1.       General

A Pursuant to this Agreement, A ÖDEME provides the payment services defined under Law No. 6493. The Parties acknowledge and agree that A ÖDEME is not a bank, credit institution, or financial institution; that the services provided under this Agreement do not constitute banking services but rather payment intermediary services; and that A ÖDEME does not act as a trustee, escrow agent, custodian, or bailee with respect to the End Users' payments, but solely acts as A ÖDEME intermediary.

The services to be provided by A ÖDEME under this Agreement are set out below, and by entering into this Agreement, the Member Merchant requests to benefit from the services selected in the Application Form. Payment services in addition to those set forth in this Agreement may be incorporated into the scope of this Agreement by means of supplementary agreements ("Supplementary Agreements") to be executed by the Parties.

Upon execution and/or approval by the Parties, such Supplementary Agreements and their annexes shall become an integral part of this Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and those of the Supplementary Agreements or their annexes, the provisions of the Supplementary Agreements and/or annexes shall prevail. References made to this Agreement shall, where the context so requires, be construed as including the relevant Supplementary Agreements and their annexes.

4.2.      Virtual POS Service

The Virtual POS Service is the service whereby A ÖDEME makes available to the Member Merchant the Virtual POS terminals obtained from its contracted Banks, enabling the Member Merchant to collect payment for goods sold and services provided through the internet, mobile applications, mobile devices, electronic commerce platforms, and/or other electronic environments by utilizing the payment service infrastructure and virtual payment solutions provided under this Agreement for processing online payments.

The Member Merchant may integrate the Virtual POS provided by A ÖDEME under this Agreement into its Virtual Service Point and receive payments made by End Users through the Virtual POS. The Member Merchant acknowledges, represents, and undertakes that it shall use the Virtual POS in accordance with the terms and conditions of this Agreement.

4.3.   Terms of Use and Operating Principles of the Virtual POS Service

The Virtual POS Service enables End Users who choose to make payments through A ÖDEME to have the payment amount collected from the End User's Card via A ÖDEME and subsequently transferred to the Member Merchant's bank account(s).

A ÖDEME shall provide the technological infrastructure required for the Member Merchant to integrate the Virtual POS into its Virtual Service Point and to enable payments for products and services ordered by End Users through the Virtual Service Point to be processed via the Virtual POS.

In using this service, the Member Merchant acknowledges, represents, and undertakes that it shall be bound by this Agreement and its annexes, in particular the terms of use set forth below, and shall strictly comply with the operating principles specified herein and therein. Otherwise, the Member Merchant shall be solely responsible for any and all losses, damages, liabilities, penalties, and sanctions incurred by A ÖDEME, Payment Service Providers, business partners, contracted institutions, and any other third parties

• Password and Username: The Member Merchant shall be entitled to use the Virtual POS Service upon execution of this Agreement and completion of the integration by A ÖDEME, effective as of the date on which the access username and password are delivered to the Member Merchant.

• The Member Merchant acknowledges, represents, and undertakes that it shall carry out electronic transactions exclusively on its own behalf; that it shall exercise due care and diligence to maintain the confidentiality of any passwords, access keys, certificates, or other security credentials provided to or obtained by it under this Agreement; that it shall not disclose such credentials to any third party or permit their use by any third party; and that it shall be solely responsible for any consequences arising from any breach of these obligations.

• Website and Mobile Platforms: The Member Merchant agrees and undertakes that it shall not use the Virtual POS in any electronic environment other than the website(s) and mobile platforms notified to A ÖDEME during the application process.

• Transaction Limits: A ÖDEME reserves the right to establish transaction limits for transactions carried out through its services. The Member Merchant acknowledges that it shall be bound by the transaction limits determined by A ÖDEME and shall not process transactions exceeding such limits. A ÖDEME may update the transaction limits at any time by providing notice in accordance with the procedures and notice periods specified in this Agreement.

• Currency: All monetary transactions shall be conducted in Turkish Lira (TRY) or in such other currency(ies) as may be mutually agreed upon by the Parties.

• Language: The Member Merchant's website must include a Turkish language option.

• 3D Secure: The Member Merchant agrees and undertakes to support the 3D Secure authentication system in order to ensure secure online transactions when Cardholders make purchases through the Virtual POS application. Payments made through the payment page of the Member Merchant's website shall be authenticated using the 3D Secure verification method via SMS or push notification.

If the Member Merchant initiates a transaction using the 3D Secure authentication process and the Cardholder completes the transaction by entering their 3D Secure password, the transaction shall be deemed a fully authenticated 3D Secure transaction. In respect of fully authenticated 3D Secure transactions, the Member Merchant shall be protected against chargeback claims made by Cardholders on the grounds of fraudulent transactions. However, the Member Merchant shall be solely responsible for any objections, notifications, refunds, or Chargebacks arising from transactions that are not authenticated through 3D Secure.

The Member Merchant shall also establish and maintain a card acceptance infrastructure incorporating 3D Secure or, at a minimum, a Cardholder authentication technology that satisfies the security requirements of the 3D Secure Protocol. In the processing, storage, and transmission of payment data, the Member Merchant shall comply, at a minimum, with the requirements of the Payment Card Industry Data Security Standard (PCI DSS).

An SMS message or push notification containing the information required under the applicable legislation in relation to the payment for which payment intermediation is requested shall be sent to the telephone number designated by the Member Merchant as belonging to the End User. Once the End User has approved both the content of such notification and the payment, the payment service shall be processed through the Virtual POS using the 3D Secure authentication method.

• Prohibited Activities: The Member Merchant acknowledges, represents, and undertakes that it shall neither sell nor facilitate the sale of any products or services whose sale is prohibited under applicable laws and regulations, international agreements, or the rules of card schemes. The Member Merchant shall be directly liable for any fines, sanctions, penalties, losses, or damages that A ÖDEME incurs or becomes obligated to pay as a result of the Member Merchant's breach of this obligation. Upon notification by A ÖDEME, the Member Merchant agrees and undertakes to reimburse A ÖDEME in full for the amounts of such fines, sanctions, penalties, and any related losses.

A ÖDEME provides a Recurring Payment Service under this Agreement, the Recurring Payment Application shall operate through the Virtual POS infrastructure, and all terms and conditions applicable to the Virtual POS Service shall likewise apply to recurring payment transactions. A ÖDEME may determine a monthly transaction limit for recurring payment transactions. The infrastructure, internet connection, and other technical requirements necessary for the installation and operation of the Recurring Payment Application shall be provided and maintained by the Member Merchant.

4.4.  Electronic Money Transferred to the Member Merchant's Payment Account

The Member Merchant acknowledges and agrees that Electronic Money may be used by End Users when making payments. Upon the request of an End User, A ÖDEME may issue Electronic Money in an amount corresponding to the funds received from such End User.

5.           RIGHTS AND OBLIGATIONS OF THE PARTIES

A-  Rights and Obligations of the Member Merchant

1.    The Member Merchant shall use the services provided by A ÖDEME solely for the purposes specified in this Agreement and strictly in accordance with the provisions of this Agreement and its annexes. The Member Merchant shall pay A ÖDEME the fees applicable to each transaction for the relevant services as set forth in this Agreement and its annexes.

2.   The Member Merchant agrees and undertakes to promptly indemnify A ÖDEME, its representatives, and employees, in a single payment upon demand, for any and all losses, damages, liabilities, costs, and expenses arising from the Member Merchant's violation of this Agreement, its annexes, the use of the services, applicable laws and regulations, and/or the rights of any third party. The indemnification obligation under this Article includes, without limitation, all losses, liabilities, direct and indirect damages, costs, claims, and expenses incurred by A ÖDEME, whether in relation to itself or third parties, including full legal costs, attorneys' fees and expenses, investigation costs, litigation expenses, settlement amounts, judgments, interest, fines, penalties, and compensation claims, on a full indemnity basis.

3.         The Member Merchant acknowledges, represents, and undertakes that it shall not use a Card belonging to itself or any third party to obtain financial gain by processing transactions through the POS in a manner inconsistent with the true intent of the parties, or conduct transactions that effectively constitute cash advance or cash withdrawal transactions benefiting itself or any third party. Should such conduct be identified by A ÖDEME or any competent authority, A ÖDEME shall have the right, without prejudice to its statutory and contractual rights (including the right to claim compensation for its losses), to suspend the use of the POS and/or any other services and, at its sole discretion, terminate this Agreement with immediate effect.

4.      Unless it has obtained the prior written consent of A ÖDEME, the Member Merchant acknowledges, represents, and undertakes that the POS terminals shall be used exclusively by the Member Merchant, and that the bank account designated through the system at any stage of this Agreement for the transfer of payments shall be held exclusively in the Member Merchant's own name. The Member Merchant further acknowledges and agrees that A ÖDEME shall be fully discharged from its payment obligations upon transferring the relevant funds to the IBAN notified by the Member Merchant. Any breach of this provision shall constitute just cause for A ÖDEME to unilaterally terminate this Agreement and suspend the use of the POS. The Member Merchant shall, upon first demand, indemnify A ÖDEME in cash and in full for any and all losses and damages incurred or to be incurred by A ÖDEME as a result of such breach.

5.      The Member Merchant acknowledges and agrees that, in any circumstance deemed by A ÖDEME to constitute a risk, including but not limited to the situations described in the preceding provisions, A ÖDEME may, at its sole discretion, refuse to process or execute the relevant payment.

6.        The Member Merchant shall be solely responsible for any liabilities arising otherwise and is obliged to keep confidential any password, passcode, username, and other security credentials provided by A ÖDEME, not to disclose or share such credentials with any unauthorized person by any means whatsoever, and to take all necessary measures to prevent their unauthorized or improper use. The Member Merchant acknowledges and agrees that A ÖDEME shall not be held liable for any loss or damage suffered by the Member Merchant as a result of the loss, theft, disclosure, or compromise of such passwords or other security credentials

7.        The Member Merchant shall take all necessary measures to ensure the confidentiality and security of Sensitive Payment Data and shall not retain, store, process, or record any Sensitive Payment Data within its own systems. In the event that the Member Merchant becomes aware of any Security Incident, it shall immediately notify A ÖDEME without delay. Where the Member Merchant obtains Card information or any other payment information belonging to End Users during the sale of goods and/or services, such information shall be permanently deleted immediately upon completion of the sale, and the Member Merchant shall bear full responsibility in this regard.

8.       The Member Merchant acknowledges, represents, and undertakes that it shall comply with the internal control procedures implemented by A ÖDEME for the fulfillment of its obligations under Law No. 5549 and for the prevention of fraud, shall fully cooperate with A ÖDEME in this respect, and shall promptly provide any information and documents requested by A ÖDEME. The Member Merchant shall be solely responsible for fulfilling the obligations imposed under Law No. 5549 in relation to the use of the POS services.

9.         In relation to any payment transaction refund arising from an End User complaint or at the request of A ÖDEME Service Provider, the Member Merchant shall provide A ÖDEME with the following documents no later than one (1) business day from the date of the request:

a)  The invoice issued to the End User, containing all information required under the applicable laws and regulations and reflecting all applicable taxes;

b)  Log records indicating the date and exact time of the End User's access to the Virtual Service Point, together with the End User's IP address;

c) A copy of the confirmation evidencing that the products were delivered or that the requested services were duly provided;

d) The information required under the applicable laws and regulations relating to the End User who ordered the products or services that are the subject of the complaint.

If the required documents are not submitted within the prescribed period, or if, notwithstanding such submission, the End User's complaint is determined to be justified, A ÖDEME shall have the unilateral right to debit the relevant amounts from the Member Merchant's account, including, without limitation, commissions, applicable fees, penalties, sanctions, and any other related charges.

10.  The Member Merchant shall refrain from engaging in the Prohibited Activities specified, in particular, in Annex-2, and shall offer only products and services that are lawful through its websites. If A ÖDEME determines that any products or services involving Prohibited Activities are being offered, it shall, without prejudice to its contractual and statutory rights, be entitled to reject payments relating thereto and/or suspend the use of the system in whole or in part.

11.     The Member Merchant acknowledges, represents, and undertakes that it shall conduct its activities in compliance with the rules of the partner Banks and payment card organizations, the laws of the Republic of Türkiye, and all applicable legislation; and that authorizations relating to payments made by End Users are and shall be obtained in accordance with such rules and procedures.

The Member Merchant shall be solely responsible for any fines, penalties, sanctions, or losses imposed on or incurred by A ÖDEME as a result of the Member Merchant's activities that violate the requirements of competent authorities or the rules of payment card organizations.

12.     The Member Merchant acknowledges, represents, and undertakes that it shall conduct all transactions in accordance with A ÖDEME's policies and procedures relating to the matters covered by this Agreement and that it shall be subject to the evaluation and review processes carried out by the risk management teams of the banks with which A ÖDEME maintains business relationships.

13.     The Member Merchant acknowledges and agrees that A ÖDEME utilizes products and systems supplied and provided by its partner Banks for the operation of the system that is the subject of this Agreement.

14.    In the event of any change in the business activities of the Member Merchant approved by A ÖDEME, the Member Merchant shall immediately notify A ÖDEME of such change. If the revised business activity is determined not to comply with the service standards of A ÖDEME, its partner Banks, or payment card organizations such as Visa, Mastercard, and other relevant card schemes, the services provided by A ÖDEME may be suspended or terminated immediately without prior notice

15.    The Member Merchant agrees and undertakes to display the logos of the relevant payment card organizations (including, but not limited to, Visa and Mastercard) in the designated footer area of its payment page and shall not make any modification to such area without the prior written consent of A ÖDEME.

16.     The Member Merchant acknowledges, represents, and undertakes that, if A ÖDEME's registration or membership with any international payment card organization (including American Express, Visa, Mastercard, or BKM) is revoked or terminated, this Agreement shall automatically terminate with immediate effect, and the Member Merchant shall have no right to claim any compensation, damages, or any other payment from A ÖDEME on any grounds whatsoever.

17.  The Member Merchant shall be responsible for making all notifications required to be made to End Users under the applicable legislation and acknowledges that it shall be liable to A ÖDEME for any fines, damages, losses, liabilities, or other claims arising from any failure to fulfill such obligation.

18.     The Member Merchant acknowledges, represents, and undertakes to provide A ÖDEME with the End User's IP address accurately and completely for every transaction. Furthermore, the Member Merchant undertakes to use a static IP address for its own operations. Following the execution of this Agreement, the Member Merchant shall submit documentation evidencing that it is the registered owner of the internet connection associated with the IP address(es) declared in the Application Form. Should its static IP address change for any reason, the Member Merchant shall immediately notify A ÖDEME of such change in writing.

19.    The Member Merchant shall notify A ÖDEME in writing of any changes to its corporate or operational information and acknowledges, represents, and undertakes that A ÖDEME shall not be liable for any loss or damage resulting from the Member Merchant's failure to provide such notification or from any delay in doing so.

20.      If the products or services offered by the Member Merchant are subject to installment payment restrictions imposed by the Banking Regulation and Supervision Agency (BRSA), the Member Merchant shall disclose this fact to A ÖDEME. If the Member Merchant fails to comply with this obligation and, as a result, A ÖDEME causes partner Banks to provide installment payment options for products or services that are legally subject to installment restrictions, the Member Merchant acknowledges, represents, and undertakes to reimburse A ÖDEME, upon its first written demand and in a single lump-sum payment, for all fines, penalties, compensation, losses, and any other amounts incurred by A ÖDEME. The Member Merchant further acknowledges that the BRSA regularly issues legislation and regulations relating to bank cards and credit cards and undertakes to monitor and comply with such regulations on an ongoing basis.

21.     The Member Merchant acknowledges, represents, and undertakes that it has not engaged, and shall not engage, in any transaction falling within the definition of a fictitious transaction (sham transaction) under the applicable professional regulatory decisions and all relevant legislation. The Member Merchant further undertakes that it shall use any POS terminals allocated to it and/or made available for its actual use by third parties strictly in accordance with this Agreement and the applicable procedures, and that it shall not permit any fictitious or sham transactions to be carried out.

        The Member Merchant acknowledges and agrees that it is and shall remain solely liable to A ÖDEME for any unlawful or unauthorized use of such POS terminals. Furthermore, if, pursuant to the applicable professional regulatory decisions, the relevant Fictitious Transactions Committee determines that the Member Merchant has used the POS terminals for purposes other than their intended purpose, A ÖDEME shall be entitled to terminate this Agreement immediately and unilaterally for just cause.

    The Member Merchant also acknowledges, represents, and undertakes that A ÖDEME may disclose any and all information and documents relating to the Member Merchant to the competent legal and regulatory authorities in accordance with the applicable laws and regulations.

22.     The Member Merchant acknowledges, represents, and undertakes that, upon the End User’s request, it is obliged to provide information regarding recurring payments and to obtain instructions from the End User for such recurring and periodic payments, and that it shall be liable for any and all damages arising from any breach of this obligation. In the event that the Member Merchant provides card storage services to Cardholders and/or any services related to recurring payments based on such stored card data, it shall obtain and fulfill, in accordance with applicable legal and regulatory requirements, the Cardholder’s consent for the card storage agreement, the Cardholder’s instruction for recurring payments, the Cardholder’s consent under the Law on the Protection of Personal Data (KVKK), and the obligation to provide proper information to the Cardholder under KVKK. The Member Merchant further undertakes to promptly submit, upon A ÖDEME’s first request, all relevant agreements, information, and documents to A ÖDEME without delay.

23.    The Member Merchant shall be obliged to fully and properly perform its obligations under this Agreement. The Member Merchant further acknowledges and undertakes that it shall indemnify A ÖDEME in cash for all losses incurred by A ÖDEME arising from the acts of business partners providing services through A ÖDEME’s payment systems under any name on behalf of the Member Merchant, and shall pay any contractual penalty stipulated under this Agreement in full and in cash upon first written demand.

24.     The Member Merchant acknowledges, represents, and undertakes that it shall fulfill, upon A ÖDEME’s first request, all obligations imposed on A ÖDEME by Payment Service Providers and public authorities in relation to this service, and shall compensate A ÖDEME for any and all damages arising from non-compliance. In particular, for the determination of obligations with Payment Service Providers, the agreements and supplementary protocols concluded between A ÖDEME and such Payment Service Providers shall be binding upon the Parties.

25.    The Member Merchant acknowledges, represents, and undertakes that it shall obtain, retain, and store all documents relating to transactions, including those required by law and those required or expected to be issued by A ÖDEME, as well as documents required to be obtained from and provided to End Users, and shall submit such documents or any additional documents requested by A ÖDEME without delay upon its first request.

26.    The Member Merchant shall be obliged to protect its website, mobile platforms, and servers against virus attacks or third-party attacks through appropriate safeguards provided by qualified and experienced third parties.

27.      The Member Merchant is obliged to provide, on its website, the information that is required to be made available under the applicable legislation, including but not limited to the following : 

• Product Return/Cancellation Policy,

• Pre-Information Form and Distance Sales Agreement,

• SSL Certificate,

• Contact Information (including a physical address located in Türkiye, fixed telephone number, etc.),

• Delivery Terms,

• Personal Data Protection (KVKK), Privacy and Security Policy,

• Ability to create a shopping cart for products/services,

• Any other information and/or documents required due to the nature of the business. 

28.   The Member Merchant shall fulfill all obligations relating to taxation and documentation requirements under applicable legislation for each product and/or service sold through the Virtual Service Point. In the event that the goods or services to be provided under the services, or any campaign related thereto, require a specific authorization or permit, the Member Merchant shall be solely responsible for obtaining such authorization or permit.

         Records evidencing that such authorizations have been obtained shall be retained for a minimum period of ten (10) years and shall be submitted to A ÖDEME upon request.

29.    The Member Merchant acknowledges, represents, and undertakes that, regardless of the term of this Agreement, it shall not engage in any acts constituting unfair competition under the Turkish Commercial Code No. 6102, shall not make any written or social media statements directly or indirectly against A ÖDEME, and shall not engage in any conduct that may harm A ÖDEME’s commercial reputation. The Member Merchant further undertakes to act as a prudent merchant throughout the term of this Agreement.

         In the event of a breach of this provision, the Member Merchant agrees and undertakes to compensate, upon first demand, in cash, all direct and indirect damages incurred by A ÖDEME on a per-customer basis arising from any misleading impression created, and to pay the contractual penalty stipulated in this Agreement, without prejudice to A ÖDEME’s additional statutory and contractual rights.

30.     The Member Merchant shall be responsible for ensuring that data entries within its own domain cannot be altered without authorization. Where the Member Merchant has reasonable grounds to believe that the person using any Payment Instrument is not authorized to use such instrument or does not possess the necessary information to execute the transaction, the Member Merchant shall, under its sole responsibility, verify the relevant authorizations and, if it believes the transaction to be fraudulent, shall refuse to accept the payment and immediately notify A ÖDEME thereof.

31.   The Member Merchant shall issue invoices/receipts for goods and/or services sold through the services subject to this Agreement at the time of sale, without waiting for payment collection. The Member Merchant shall issue such invoices/receipts in the name of the End User and deliver them to the End User. All tax-related obligations regarding such goods and/or services shall be the sole responsibility of the Member Merchant, and the Member Merchant shall be the sole addressee of any claims that may arise from third parties, institutions, or authorities in this regard. The risk of collection of the payment for goods and/or services shall lie with the Member Merchant, and A ÖDEME shall bear no responsibility for non-collection.

32.  In the event that the Member Merchant fails to fulfill its contractual and/or legal obligations, in whole or in part, properly or in a timely manner, the Member Merchant acknowledges and undertakes that it bears full responsibility, and shall not direct any objections or complaints from End Users, third parties, institutions, or authorities to A ÖDEME. In the event that A ÖDEME is held directly or jointly liable in any dispute under applicable legislation, the Member Merchant agrees and undertakes to immediately and fully reimburse A ÖDEME, in cash and in a single payment, for all amounts paid by A ÖDEME, including interest and taxes

33.     The Member Merchant acknowledges, represents, and undertakes in advance that it shall provide A ÖDEME with all information, documents, and reports requested by A ÖDEME, in the form and within the timeframe specified, during the evaluation of its membership application and throughout the membership term in relation to its transactions.

34.   In the event that the Member Merchant fails to provide the requested information and documents in a complete, accurate, and timely manner, A ÖDEME shall have the right to refuse to execute the payment transaction, suspend all transactions associated with the Member Merchant, or suspend and/or terminate the Member Merchant’s membership.

35.      In the event that the information and documents provided by the Member Merchant are insufficient, or the transactions carried out by the Member Merchant are found to be inconsistent with the Member Merchant’s profile, or it is assessed that such transactions may be in violation of applicable legislation, including in particular the Law No. 5549 on the Prevention of Laundering Proceeds of Crime, and the regulations published by MASAK and the CBRT, A ÖDEME shall have the right to refuse to execute the payment transaction, suspend all transactions associated with the Member Merchant, or suspend and/or terminate the Member Merchant’s membership

B- Rights and Obligations of A ÖDEME

1.        A ÖDEME shall be responsible towards the Member Merchant for the proper execution of payment transactions within the scope of the authority and obligations arising from applicable legislation. However, A ÖDEME shall not be held liable for non-execution of A ÖDEME transaction if the End User Payment Service Provider fails to prove that the payment amount has been transferred to A ÖDEME in accordance with Article 52(1) of the Regulation.

2.         In the event that an Unauthorized Transaction notification is made to A ÖDEME by the End User Payment Service Provider, and A ÖDEME determines under chargeback rules that the provision of goods/services cannot be proven by the Member Merchant, then: if the amount has not yet been transferred to the Member Merchant, it shall be returned to the End User Payment Service Provider prior to transfer; if the amount has already been transferred, the Member Merchant shall return the relevant amount to A ÖDEME within ten (10) days for onward transfer to the End User Payment Service Provider, or A ÖDEME may, if it deems necessary, offset such amount against payments to be made to the Member Merchant. In cases where A ÖDEME is responsible, the unexecuted or incorrectly executed portion of the payment transaction shall be refunded to the Member Merchant without delay, and if the amount has been deducted from the Payment Account, the Payment Account shall be restored to its previous state.

3.     A ÖDEME shall accept payments made by End Users for the products and services provided by the Member Merchant and shall transfer such payments to the Member Merchant’s bank account, in accordance with the principles set out in this Agreement, provided that no Security Incident has occurred. Such transfers shall be made on a pooled basis, starting from the first business day following the transaction date, and no later than the end of the risk-based settlement period determined under A ÖDEME’s risk policies, not exceeding five hundred and forty (540) days, after deducting fees and commissions stipulated under this Agreement. In the event of a Security Incident, A ÖDEME shall be entitled to hold payments.

4.      Subject to applicable legislation, the Member Merchant may access its account statement relating to transactions processed via A ÖDEME POS through the management panel and POS application on a monthly basis and/or at intervals determined by A ÖDEME. Statements shall be sent once per month. In addition, transaction details may be viewed by the Member Merchant through the management panel. The Member Merchant is obliged to reconcile its transactions and notify A ÖDEME in writing within ten (10) days in the event of any discrepancy. The Member Merchant acknowledges that A ÖDEME shall bear no liability for any disputes arising from failure to notify or delayed notification.

5.     A ÖDEME shall be responsible for providing the information necessary for the fulfillment of the obligations to be performed by the Member Merchant under this Agreement and, upon request by the Member Merchant, for preparing the necessary documentation for the training of Member Merchant personnel.

6.        A ÖDEME shall ensure effective access to its call center in order to resolve issues related to security and data confidentiality and shall use its best efforts to eliminate any problems or disruptions in this regard.

7.     The Member Merchant may reach the support line via e-mail between 09:00 and 18:00 on weekdays, excluding Saturdays, Sundays, and official/national holidays, at the following address: Email: destek@morpara.com

8.       The Member Merchant shall notify A ÖDEME within a reasonable time of any malfunction in the Payment Service that occurs without any fault of the Member Merchant and/or its employees, including situations where the service does not operate, is interrupted, or cannot be accessed. A ÖDEME shall be responsible for remedying such malfunction provided that it does not arise from any fault of the Member Merchant and/or its personnel.

9.         All notifications required under this Agreement, Law No. 6493, and the relevant legislation shall be made by A ÖDEME to the persons authorized by the Member Merchant and to the e-mail addresses notified by such persons. Such notifications shall be made with the frequency required under the applicable legislation or whenever deemed necessary by A ÖDEME.

10.     A ÖDEME shall have the right, without prejudice to its statutory and contractual rights, to suspend the services provided to the Member Merchant under this Agreement and/or disable POS usage in cases where (i) there are changes in the operational conditions arising from cooperation with Payment Service Providers and/or other institutions, (ii) the Member Merchant acts in violation of this Agreement, applicable legislation, or regulatory administrative acts, (iii) the Member Merchant fails to implement necessary security measures, or (iv) in any other circumstances deemed necessary by A ÖDEME.

11.    A ÖDEME does not undertake that uninterrupted access to or continuous operation of the Payment Service Management Panel or the system will be provided. A ÖDEME shall use reasonable efforts to ensure the normal operation of the system. A ÖDEME shall not be held liable for any failure or insufficiency in the operation of the Payment Service or Management Panel arising from causes not attributable to A ÖDEME.

12.     The Member Merchant shall submit all complaints and requests regarding the Payment Service directly to A ÖDEME’s Support Line via telephone and/or e-mail. The Member Merchant acknowledges that such complaints and requests shall be treated as confidential.

13.     A ÖDEME shall not be held liable for any delay in the transfer of funds to the End User’s account arising from incorrect or incomplete information entered by the Member Merchant after the payment order has been placed, resulting in non-completion or delay of the transaction. A ÖDEME shall not be liable for any delays, inability to execute transactions, errors not attributable to A ÖDEME, or any damages arising from circumstances that are unforeseeable or unavoidable by A ÖDEME.

6.           FEES AND COMMISSIONS

6.1.  The fees and/or commission rates applicable to the services to be provided by A ÖDEME to the Member Merchant under this Agreement, as well as the payment terms related to such fees, are set forth in Annex-1: Commission Rates and Fees of this Agreement.

6.2.   In cases where it becomes necessary to revise the fees and/or commission rates applicable to the services to be provided by A ÖDEME to the Member Merchant due to reasons such as updates in commission rates by Payment Service Providers, or any costs imposed on A ÖDEME by Payment Service Providers and/or regulatory authorities and institutions, A ÖDEME shall notify the Member Merchant within the timeframes specified in Annex-1 and shall collect such increased amounts from the Member Merchant. Any other amendments to pricing made by A ÖDEME shall only become effective upon mutual agreement of the Parties.

6.3.    If the Member Merchant conducts transactions in a currency other than Turkish Lira (TRY), any SWIFT costs arising from the transfer of foreign currency payments to the Member Merchant shall be charged to the Member Merchant separately from the commission rates.

7.           SECURITY MEASURES

7.1.  The Member Merchant shall be able to monitor the transactions covered by the payment services subject to this Agreement through the Payment Service Management Panel, which is an interface provided by A ÖDEME. Access to this interface shall be provided via a password assigned to the Member Merchant, and such password is personal to the Member Merchant. The Member Merchant is obliged to keep the password confidential, not to disclose it to unauthorized persons, and to prevent its use for purposes other than its intended purpose. The Member Merchant shall immediately notify A ÖDEME if it becomes aware that its password has been accessed by unauthorized persons. Unless such notification is made through the channels specified by A ÖDEME, all transactions carried out using the password shall be deemed to have been carried out by the Member Merchant itself, and the Member Merchant shall be solely responsible for such transactions. In the event that the password and/or other identity information (such as authorized user information, bank account details, etc.) provided by the Member Merchant is incorrect, A ÖDEME shall not be held liable for any failure or inaccuracy in the execution of the relevant payment transactions. The Member Merchant is also obliged to take necessary measures to protect personal security credentials related to the use of the services and to use the services in accordance with the terms of use

7.2.     Pursuant to Law No. 5549, in transactions requiring identification carried out with or through obliged entities, any person acting on behalf of another but in their own name shall, prior to executing such transactions, notify the obliged entities in writing of the person on whose behalf they are acting; otherwise, they shall be subject to penalties as stipulated under Law No. 5549. Where natural or legal persons performing transactions with A ÖDEME within the scope of Law No. 5549, relevant regulations, and communiqués act on behalf of another person, they are obliged to declare in writing, prior to the transaction, on whose behalf they are acting. In cases where such declaration is not made, the person executing the transaction shall be deemed to be acting on their own behalf.

7.3.  The Member Merchant is obliged to take appropriate security measures for the processing of all personal data transmitted to A ÖDEME, in accordance with the Law on the Protection of Personal Data (KVKK), in order to ensure the protection of privacy and fundamental rights and freedoms.

7.4.    The Member Merchant is obliged to take all security measures in every respect and acknowledges that it shall not hold A ÖDEME liable for any damages arising in this regard and shall not make any claims against A ÖDEME.

7.5.  The Member Merchant shall also be obliged, when using the Mobile POS Application, to comply with the following requirements: The Member Merchant shall not request the Cardholder to verbally disclose their card password. While using the application, the Mobile Device shall be presented to the Cardholder in such a way that only the password entry screen is visible and facing the Cardholder. The Member Merchant shall not obtain the password or card number from the Cardholder through any means or channel other than the application. The Member Merchant shall not open any other application during the transaction and password entry process. The Member Merchant shall not interfere with the POS application during the transaction and password entry process. The application shall be used only on a Mobile Device that is free from technical or physical defects, and shall not be used on any Mobile Device that is faulty or malfunctioning.

7.6.    The Member Merchant shall take necessary precautions against malicious or fraudulent persons who may attempt to seize, tamper with, or interfere with the Mobile Device on which the Application is installed, and shall inform Mobile Device users accordingly. In cases where the devices on which the Application is installed leave the possession of the Member Merchant, or are stolen, lost, or suffer physical malfunction, the Member Merchant shall immediately disable the Application or promptly notify A ÖDEME to have the Application disabled. The Member Merchant expressly acknowledges that the Application is monitored and that any backend attack, malicious or fraudulent activity, sabotage, or similar incidents are recorded. Such records are used to detect security attacks and assess relevant security measures. The Application must be operated over networks deemed “secure networks” by the Member Merchant. Internet connections for the Application shall not be made via publicly accessible networks. Data loss may cause financial damage to the Member Merchant and relevant third parties.

7.7.  In the event that the Member Merchant fails to fulfill its obligations set forth in this Article or fails to implement the required security measures, all liability and damages shall be borne by the Member Merchant. In case of any breach of the above provisions, or issuance of any Sales Slip in violation thereof, the Member Merchant acknowledges, declares, and undertakes that A ÖDEME shall be entitled (without prejudice to its contractual and legal rights) to withhold payment of the transaction amount, to recover any amount already paid from the Member Merchant’s account without prior notice, and, if the account balance is insufficient, to claim such amounts together with interest and all related costs.

8.           UNAUTHORIZED TRANSACTIONS AND CHARGEBACKS

8.1.  The Member Merchant agrees and undertakes to conduct its transactions in accordance with this Agreement, instructions, Card Payment System rules, and other applicable rules set forth by regulatory and supervisory authorities, as well as any future amendments or newly enacted legislation.

8.2.  The Member Merchant is obliged to monitor and comply with the rules of national or international Card Payment System organizations and any amendments thereto, with immediate effect and without further notice from the effective date of such changes.

8.3.    In the event that transactions are carried out in violation of such rules and/or legislation, or if the Member Merchant becomes subject to monitoring programs of Visa, MasterCard, or other Card Payment System organizations for brand-damaging activities, the Member Merchant acknowledges, declares, and undertakes that it shall be solely responsible for all penalties and legal sanctions (including fines imposed by national and international card schemes). In such cases, if A ÖDEME incurs any loss or penalty, the Member Merchant shall reimburse all such amounts immediately upon first demand, together with interest and all ancillary costs, and A ÖDEME shall be entitled to set off such amounts from the Member Merchant’s accounts without any prior notice.

8.4.   The current rules of national and international card/credit card payment systems, of which Payment Service Providers such as EMV, Mastercard, Visa, and BKM (Interbank Card Center) are directly or indirectly members or will become members, are published on the Interbank Card Center’s website at www.bkm.com.tr under “Useful Information > Merchant Guide.” The Member Merchant is obliged to regularly monitor and comply with the most up-to-date version of these rules.

8.5.     The Member Merchant acknowledges, declares, and undertakes that it shall in no way hold A ÖDEME responsible for any losses arising from fraud, counterfeit transactions, or any other Unauthorized Transactions carried out by third parties, and shall not make any claim for compensation against A ÖDEME. The Member Merchant shall immediately notify A ÖDEME upon becoming aware of any such fraud, counterfeit, or other Unauthorized Transaction and shall file a criminal complaint with the relevant authorities. The Member Merchant shall be fully responsible, without any limitation, for all actions and transactions carried out directly or indirectly by the persons it employs, even if such persons have ceased their employment.

8.6.    The Member Merchant acknowledges, declares, and undertakes that it shall be solely responsible for any and all unauthorized activities, false refund transactions, fraud, breach of trust, and fraudulent acts, including but not limited to similar Unauthorized Transactions, carried out directly or indirectly by the shareholders, representatives, authorized persons, or employees of the Member Merchant (if the Member Merchant is a legal entity).

8.7.   Any attempt to use A ÖDEME’s website or applications for purposes such as disrupting, modifying, reverse engineering, or otherwise interfering with the system; placing unreasonable or disproportionate load on the systems on which the application or website operates; obstructing, stopping, disrupting, or altering such systems in any manner; or using automated programs, robots, spiders, data mining, or data scraping tools; or copying, publishing, or using any content on the website or application in whole or in part without authorization, is prohibited and constitutes unlawful conduct. The Member Merchant shall not attempt, either directly or through unauthorized third parties, to obtain information from A ÖDEME systems in an unauthorized manner, shall not interfere with A ÖDEME systems, and shall not access or attempt to access A ÖDEME data networks without authorization.

8.8.  In the event that, after the payment intermediary transaction provided through A ÖDEME’s infrastructure, a transaction—whether or not 3D Secure was used—is classified as a “suspicious transaction” by Payment Service Providers and a request is submitted to A ÖDEME for suspension of such transaction, A ÖDEME shall have the right to defer payment of the relevant transaction amounts until the end of the payment period, and in the event of realized risk, to withhold payment to the Member Merchant. This provision shall apply only where the transaction is classified as “suspicious” and duly notified to A ÖDEME and the End User by the relevant Payment Service Providers in accordance with Law No. 6493 and applicable regulations.

8.9.   A ÖDEME may, upon written instruction from the Member Merchant, refund A ÖDEME that has already been completed (i.e., marked as “completed”), whether or not 3D Secure was used, to the End User in cases such as non-delivery of goods/services by the Member Merchant or when the transaction carries a chargeback risk. The Member Merchant shall be solely liable for any and all damages arising from non-delivery, incomplete delivery, or defective delivery of goods/services purchased by the End User and undertakes to indemnify such damages immediately. In the event that the End User initiates legal proceedings against A ÖDEME for compensation of damages, such claim shall be notified to the Member Merchant, and the Member Merchant shall provide defense support in favor of A ÖDEME, without prejudice to A ÖDEME’s contractual and legal rights. If any court or arbitral tribunal decision is rendered against A ÖDEME, all amounts payable by A ÖDEME shall be recourseable to the Member Merchant.

8.10. In cases of product returns or Chargeback (Ters İbraz), the Member Merchant acknowledges, declares, and undertakes that any deductions imposed on A ÖDEME by Payment Service Providers, whether or not 3D Secure is used, may be deducted by A ÖDEME from the next payable transaction amount, or if no such amount exists, may be separately claimed by A ÖDEME, and in such case the Member Merchant shall be obliged to pay such amounts to A ÖDEME within 3 (three) business days. In such cases, the Member Merchant shall not request a refund of service fees from A ÖDEME. In the event that any payment to an End User is refunded by A ÖDEME, any applicable taxes related to the transaction shall be recovered by A ÖDEME through set-off or payment from the Member Merchant. If the Payment Service Providers with which A ÖDEME cooperates determine, for security reasons, that cooperation with the Member Merchant is not appropriate, the payment systems allocated to the Member Merchant shall be immediately disabled by A ÖDEME. Without prejudice to its contractual and legal rights, A ÖDEME may terminate the Agreement unilaterally and with immediate effect in such cases for just cause.haklı nedenle derhal ve tek taraflı olarak fesih edebilir.

8.11. The Member Merchant shall be solely responsible and the primary point of contact for Chargeback transactions arising from the use of the assigned POS. Any losses incurred by A ÖDEME as a result of such transactions (without prejudice to its contractual and legal rights) shall be recovered from the Member Merchant. In cases of refunds and Chargebacks, all fees and commissions determined under this Agreement (including all taxes) shall remain payable by the Member Merchant.

8.12.  In the event that transactions conducted via POS are deemed risky, A ÖDEME may, during the review period, place a hold (blockage) on the Member Merchant’s account up to the amount of the risk exposure.

8.13.   SIn the event that the Member Merchant fails to comply with the provisions of this Agreement and, despite transaction approval, the transaction is determined to be fraudulent or suspicious, or in the event that Payment Service Providers and/or relevant institutions with which A ÖDEME cooperates or does not cooperate block A ÖDEME’s accounts without prior notice or warning, apply value-date restrictions, take control of funds, or suspend/restrict payments to the Member Merchant, A ÖDEME shall be entitled to apply the same measures to the Member Merchant. The Member Merchant irrevocably acknowledges and undertakes all such conditions in advance under this Agreement

8.14.  If A ÖDEME is notified that A ÖDEME has been executed without authorization, incorrectly, or as a fraudulent transaction, the transaction shall be suspended. After investigation, if the End User’s claim is found to be justified, the paid amount shall be refunded to the End User. If the relevant amount has already been transferred to the End User prior to such notification, the Member Merchant shall refund the relevant amount to A ÖDEME within 2 (two) business days, and A ÖDEME shall then transfer it to the End User. A ÖDEME reserves the right to set off such amounts from payments to be made to the Member Merchant. In cases where the unauthorized or incorrect transaction arises from A ÖDEME’s fault, the non-executed or incorrectly executed portion shall be refunded to the Member Merchant, and if deducted from the Payment Account, the Payment Account shall be restored to its original status.

8.15. The Member Merchant shall promptly, and in any case no later than 24 (twenty-four) hours, submit to A ÖDEME all information and documents required as supporting evidence for its defense regarding the disputed transaction. If the defense and supporting documents are not submitted within this period, or if the dispute is deemed justified, the relevant disputed amount, together with any fees and commissions determined by the card schemes, shall be paid by the Member Merchant to A ÖDEME. A ÖDEME may also set off such amounts against the Member Merchant’s account with A ÖDEME by notifying the Member Merchant.

8.16. Pursuant to the relevant provision of the Regulation, in cases where A ÖDEME Instrument is lost or stolen and used by an unauthorized person, or where the End User fails to properly safeguard their personal security credentials, the End User or the Payment Instrument holder shall be liable for losses incurred up to the amount specified in the Regulation until the time of notification. The Member Merchant shall be liable for any portion exceeding such amount. Accordingly, all amounts that A ÖDEME is required to pay in this context shall be covered by the Member Merchant. A ÖDEME may set off such amounts from payments to be made to the Member Merchant within a reasonable period, upon notification. In cases where the End User fraudulently uses the Payment Instrument or intentionally or grossly negligently fails to fulfill their obligations, the Member Merchant shall not be liable for losses arising from unauthorized payment transactions, and the End User shall be solely responsible for the entire loss.

8.17.  Where the unauthorized transaction originates from the Member Merchant, the Member Merchant shall be obliged to indemnify all losses incurred by the End User and/or the End User’s Payment Service Provider before A ÖDEME, and to reimburse all amounts A ÖDEME is required to pay to any third party (including interest, penalties, costs, and all ancillary expenses). In addition, the Member Merchant shall transfer to A ÖDEME any amounts unlawfully collected from the End User for refund purposes. In cases where fault cannot be determined, any amounts exceeding the limit specified in the Regulation and all payments that A ÖDEME is required to make to the End User, the End User’s Payment Service Provider, and/or any third party (including interest, penalties, costs, and all ancillary expenses) shall be recovered from the Member Merchant or, where deemed necessary, set off against payments to be made to the Member Merchant.

8.18.   If A ÖDEME, through its own investigations and findings at any time, suspects that a transaction is erroneous, unauthorized, or fraudulent, the relevant amounts shall not be transferred to the Member Merchant and shall be suspended until the investigations conducted by the End User and A ÖDEME are completed within a reasonable timeframe. In such cases, the Member Merchant shall promptly submit the requested information and documents to A ÖDEME within 24 (twenty-four) hours. Unless there are objective reasons preventing disclosure under applicable law or threatening security, A ÖDEME shall inform the Member Merchant of the reason and duration of the suspension. Once the cause for suspension is resolved, A ÖDEME shall restore the Member Merchant’s access to the Payment Service and A ÖDEME Services, partially or fully.

8.19. The Member Merchant shall be liable for any refund transactions arising from failure to comply with its obligation to provide information and documents. In such cases, the Member Merchant shall transfer the relevant amounts to A ÖDEME upon request, together with all ancillary costs, in cash and in full. The Member Merchant acknowledges that A ÖDEME has the right to set off such amounts from payments to be made to the Member Merchant without prior notice. Upon request by A ÖDEME, the Member Merchant shall also be obliged to provide URL address information and IP numbers related to the transaction, provided that such disclosure does not violate any applicable legislation or confidentiality agreements to which the Member Merchant is a party. The Member Merchant shall be directly liable for any financial and penal sanctions that A ÖDEME may incur due to incomplete or incorrect submission of such information.

8.20.  In cases where goods or services are not delivered to the End User by the Member Merchant, if the relevant amount has not yet been transferred to the Member Merchant, it shall be refunded to the End User. If the amount has already been transferred to the Member Merchant, the Member Merchant shall return such amounts to A ÖDEME for refund to the End User. If such amounts are not transferred to A ÖDEME within the periods specified under the applicable legislation, or if A ÖDEME deems it necessary, A ÖDEME shall be entitled to transfer the relevant amounts to the End User by setting them off against payments to be made to the Member Merchant.

8.21.  If the unauthorized and/or incorrectly executed transaction arises from a fault in A ÖDEME’s system, the commission corresponding to the non-executed or incorrectly executed portion of the transaction shall be refunded by A ÖDEME to the Member Merchant within 2 (two) business days. If such amounts have already been deducted from the Member Merchant’s account, the Member Merchant’s account shall be restored to its original status within 2 (two) business days.

8.22. If the rate of Unauthorized Transactions exceeds 3% of the Member Merchant’s successfully completed transactions on a weekly, monthly, or annual basis, A ÖDEME shall have the right to suspend and terminate the Payment Service and A ÖDEME Services by providing reasonable prior notice to the Member Merchant.

8.23. Upon notification to A ÖDEME that a Chargeback has been initiated by the End User, A ÖDEME shall have the right to refund the relevant transaction to the End User’s credit card and to deduct the refunded amount, together with each Chargeback fee, from the Member Merchant’s balance.

8.24. If the ratio of Chargeback transactions exceeds 1% of Successful Transactions, A ÖDEME shall be entitled, due to the resulting risk, to terminate this Agreement and to retain the Member Merchant’s balance for a minimum period of 6 (six) months.

8.25.  The Merchant Payment Service and Payment Instrument will be subject to necessary audit mechanisms and measures within the framework of industry standards to verify that the user is authorized to use the service or possesses the necessary information to conduct transactions. In case of detection or suspicion of unauthorized and/or fraudulent use of the Merchant Payment Service, the End User will be investigated, and A ÖDEME will be immediately notified in writing.

8.26. If the identity identifier provided by the End User is incorrect, A ÖDEME cannot be held responsible for the non-compliance or incorrect processing of the payment transaction. Furthermore, A ÖDEME is not responsible for delays or erroneous transactions that may occur due to incorrect or incomplete information provided by the End User or problems originating from the End User.

9.           IMPARTIALITY

9.1.    Under this Agreement, the Member Merchant is responsible for the provision of goods and/or services, and for the terms, agreements, and/or consequences related to the provision of these goods and/or services; A ÖDEME has no responsibility whatsoever in these matters.

9.2.   A ÖDEME is not a party to the commercial relationship (purchase and sale of products or services) between the Member Merchant and the End User, and to any disputes arising therefrom. A ÖDEME acknowledges, declares, and undertakes that it is obligated to provide the information and documents in its possession within the framework of the legislation for the resolution of disputes.

9.3.    A ÖDEME has no responsibility towards the End User under the Law No. 6502 on Consumer Protection, the Turkish Commercial Code No. 6102, and other relevant legislation.

9.4.  The Member Merchant acknowledges that it is obligated to comply with the Consumer Protection Law and related legislation in the sale of its products or services, and the Member Merchant is solely responsible for all damages and losses, including administrative sanctions and penalties, within this scope. The Member Merchant is solely responsible for the complete and defect-free provision and fulfillment of its products or services, and for delivering the invoices and documents required to accompany the product or service.

9.5.     Sales transactions conducted by the Member Merchant through the Virtual Service Point are considered distance contracts in accordance with the provisions of the legislation. The Member Merchant will fully fulfill its obligations in accordance with Law No. 6502, the Regulation on Distance Contracts, and other relevant legislation. In this context, the Member Merchant will have the distance sales contract and the pre-information form compliant with the legislation approved by the Virtual Service Point End User before the payment transaction is completed via A ÖDEME.

9.6.   The Merchant is obligated to follow the legal regulations related to its sector and to comply with the restrictions regarding installment payments in the sale of its products or services. It acknowledges, declares, and undertakes that it is solely responsible for any damages arising from non-compliance and will immediately remedy any damages that may occur to A ÖDEME.

9.7.  A ÖDEME is not a party to any disputes that may arise between the Cardholder/End User and the Merchant, regardless of the nature of the transaction, whether related to purchases made via Card/POS or other reasons.

9.8.    Without prejudice to all legal and contractual rights and powers of A ÖDEME regarding chargebacks and other processes included in this Agreement, the Merchant shall be solely responsible for any claims, demands, complaints, and lawsuits brought against A ÖDEME by the End User or other third parties due to the Merchant's fault, and for any resulting court decisions. A ÖDEME has the right and authority to suspend and retain as security only the amount of the payments it will send to the Merchant that corresponds to the damage proven by A ÖDEME to have occurred due to the fault of the Merchant, in case of a risk of damage.

9.9.    In case of cancellation and refund requests and complaints directly submitted to A ÖDEME by the End User, A ÖDEME may suspend the payment by notifying the Merchant.

9.10.   Notwithstanding the above clauses, in the event that End Users exercise their rights and powers arising from the relevant legislation and/or if A ÖDEME is held jointly/separately liable with the Merchant, even if it arises from legal regulation, and/or if A ÖDEME is required to make any payment for the services under this Agreement and its annexes; the Merchant hereby accepts, declares, and undertakes, upon the first written request, to immediately, in cash and in full, pay A ÖDEME the amounts due and all damages, including interest, taxes, all penalties, expenses, and all other ancillary charges, regardless of the cause of death. The Merchant also acknowledges that A ÖDEME has the right to offset and seek recourse in these matters and related matters.

10.        PROMOTIONS, ANNOUNCEMENTS AND ADVERTISEMENTS

10.1.  By signing this Agreement, the Member Merchant consents to receiving all types of electronic communications, both commercial and non-commercial, from A ÖDEME.

10.2.  The Member Merchant acknowledges, declares, and undertakes that it grants permission to A ÖDEME, as the rights holder, to use its trade name, trademark, emblem, and logo in all types of advertising, promotions, and market research, in the size, shape, form, or location determined by A ÖDEME, and that no further permission or approval is required in this regard. The Member Merchant agrees and undertakes to compensate A ÖDEME for any and all damages, losses, and/or amounts that A ÖDEME may be obliged to pay due to any breach of this declaration (such as claims of intellectual property rights infringement by third parties).

10.3.  A ÖDEME will not pay any fee to the Member Merchant for the use of these rights in relation to its advertising and information activities for promotional purposes. The parties shall have the rights to the contract and similar texts they use or will use for their own activities. The Merchant agrees that, for the duration of this Agreement, A ÖDEME may include statements in its advertisements and promotions indicating that the Parties are in A ÖDEME service relationship, and that information about the Merchant may be provided to Payment Service Providers with whom A ÖDEME has signed a Merchant agreement.

10.4. The Merchant is obligated to obtain written approval from A ÖDEME before providing any information (including details of the contract, participation terms, pricing information, and similar matters) to End Users regarding the services subject to this Agreement. The granting of this approval by A ÖDEME shall not imply that the Merchant has fully and completely fulfilled its obligations as defined by legislation or this Agreement. The Merchant is responsible for ensuring that this information is complete, accurate, and complies with the provisions of this Agreement and the law.

10.5. The Parties may use the Merchant's trademarks, logos, titles, and emblems, service-related phrases, A ÖDEME or its group companies' trademarks, logos, titles, and emblems, and the End User Payment Service Provider's trademarks, logos, names, titles, and emblems in advertisements and promotions related to the services subject to this Agreement, only with prior written consent from the relevant party. A ÖDEME and the Merchant shall not refuse to give such consent regarding their own trademarks, logos, titles, emblems, etc., without a valid reason. The Merchant acknowledges, declares, and undertakes that it will comply with all applicable legislation, primarily the Law on Consumer Protection, the Regulation on Commercial Advertisements and Announcements, and the Law on Intellectual and Artistic Works, in all advertising and promotional materials and other content it prepares regarding the services or related goods and services. The Member Merchant shall be solely responsible for any and all damages and losses arising from its breach of this obligation, and any amounts that A ÖDEME may be obliged to pay as a result of such conduct, as well as all claims directed against A ÖDEME, shall be recouped from the Member Merchant. The Member Merchant accepts, declares, and undertakes to immediately fulfill these claims and to pay the relevant amounts to A ÖDEME in cash and in full, together with all ancillary charges, upon first request.

11.        DURATION AND TERMINATION OF THE AGREEMENT

11.1.  This Agreement shall enter into force on the date of its signing by the Parties and shall remain in force unless terminated in any way. The Member Merchant may terminate the Agreement unilaterally at any time by giving written notice to A ÖDEME at least 30 (thirty) days in advance, and A ÖDEME may terminate the Agreement unilaterally at any time without giving any reason.

11.2. If the Member Merchant fails to fulfill its obligations under this Agreement at all, or in a timely manner, or breaches the Agreement, A ÖDEME may, without prejudice to its right to immediate termination, issue a notice giving the Member Merchant a period of 15 (fifteen) days to fulfill the obligation and/or eliminate all consequences of the breach. If A ÖDEME determines that the obligation has not been fulfilled and/or the breach has not been eliminated with all consequences at the end of this period, it is authorized to unilaterally terminate this Agreement. In this context, the Member Merchant acknowledges, declares, and undertakes that it is responsible for all damages incurred and to be incurred by A ÖDEME due to the breach and/or termination of this Agreement, and that it will immediately compensate A ÖDEME for such damages upon its request. A ÖDEME reserves the right to offset such amounts against its existing and future receivables.

11.3. The Member Business agrees to comply with any restrictions or prohibitions that are changed and/or newly introduced by legal regulations or decisions of competent authorities, to act in accordance with the information/warnings given to it by A ÖDEME in this regard, and to provide its personnel with the necessary information/warnings in this regard. The agreement of Member Businesses found to be acting in violation of the provisions of this clause will be immediately terminated by A ÖDEME for just cause.

11.4.  Any change in the Member Merchant's existing controlling capital structure following the signing date of this Agreement, the initiation of legal proceedings, lawsuits, notification of seizure orders to A ÖDEME against the Member Merchant or its affiliated entities that would prevent or jeopardize the Member Merchant's ability to fulfill its obligations under this Agreement, requests for bankruptcy, applications for concordat, commencement of liquidation proceedings, or A ÖDEME's conclusion, at its own discretion, that the Member Merchant's ability to fulfill its obligations under this Agreement is jeopardized, shall constitute grounds for A ÖDEME to terminate this Agreement immediately for just cause.

11.5. The Merchant is obligated to notify A ÖDEME in writing on the same day of any changes in its ownership structure, changes in address, transfer of its business to third parties or any change of ownership whatsoever, sale, lease, any significant cessation or suspension of the Merchant's activities, and any changes to the information provided in the application form/submitted to A ÖDEME. In such cases that may affect the continuation of the contractual relationship, A ÖDEME has the right to evaluate whether to continue the contractual relationship and, if necessary, to terminate the Agreement immediately or prematurely for just cause. The Member Merchant acknowledges, declares, and undertakes that if, without the written consent of A ÖDEME, it allows third parties to benefit from the powers and opportunities granted to it under this Agreement, it shall be primarily liable to A ÖDEME and shall be jointly and severally liable with the third party in any dispute that may arise between the third party and A ÖDEME.

11.6. Termination or expiration of this Agreement for any reason shall not extinguish the rights and obligations of the Parties arising from this Agreement. Even after the termination of this Agreement, the Member Merchant is obliged to fulfill all its obligations arising from transactions made during the validity of this Agreement, within the framework and timeframe stipulated by the Agreement.

12.        PENALTY CLAUSE

12.1. If the Member Merchant acts contrary to this Agreement or fails to perform its provisions at all or properly, it irrevocably accepts, declares, and undertakes to pay a penalty equal to the total transaction turnover it achieved in the last year (or 12 times the average monthly turnover if the period is less than one year), without prejudice to A ÖDEME's contractual and legal rights and any rights to further claims.

13.        INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS

13.1.  No provision in this Agreement shall be interpreted as granting the Member Merchant any right, license, or privilege over any software, application, or intellectual property, including but not limited to, the placement of the Virtual POS Software at the Merchant's Virtual Service Point and the Mobile POS application for the execution of payment services.

13.2. The Member Merchant acknowledges, declares, and undertakes that all rights to the Payment Service Control Panel and system, service infrastructure, and all related content and materials, including software and codes, belong to A ÖDEME, and that it is prohibited to partially or completely copy, reproduce, allow use by persons other than itself and its authorized personnel, or subject to reverse engineering or similar processes, any information obtained through the use of the services.

13.3.  Each party acknowledges and undertakes that it will not infringe the intellectual and industrial property rights owned or authorized to be used by the other party, and that it will immediately notify the other party of any infringements by third parties. No provision of this Agreement shall; This agreement shall not be interpreted as granting any right, license, or privilege to the other Party over the intellectual and industrial property rights owned or authorized to be used by one Party.

13.4.  The use of A ÖDEME's trademarks, logos, titles, and/or other identifying signs in any medium or manner by the Merchant is subject to A ÖDEME's prior written permission.

13.5.  The Merchant acknowledges in advance that A ÖDEME may use the Merchant's trademarks, logos, titles, and identifying signs related to the Merchant, limited to the services provided to the Merchant.

13.6.  A ÖDEME is free to unilaterally change the content and design of its website and Payment Service. Any changes to the scope, domain name, or application of the Merchant's website, the addition of a new Virtual Service Point where it wishes to utilize A ÖDEME services, or the use of payment services offered by A ÖDEME for goods and services different from those agreed upon in this Agreement, are subject to the prior written consent of A ÖDEME.

14.        CONFIDENTIALITY AND PROTECTION OF PERSONAL DATA

14.1.  The Parties agree that the transactions to be carried out under this Agreement and other related documentation, or the information they will acquire in connection with them, are confidential information, and that no information will be disclosed to third parties without the written consent of all parties, except for information that is legally required to be disclosed by order of authorized official authorities. However, A ÖDEME's sharing of information regarding the Merchant with persons within the group of companies to which A ÖDEME belongs, its shareholders, subsidiaries, and/or, if required under this Agreement, with Banks, Card Systems companies, correspondent banks, other suppliers, consultants, solution partners, support service providers, external service providers, and/or other financial institutions, will not be considered a breach of this clause. The Merchant consents to such sharing of information and documents.

14.2.  The Merchant shall protect the information it obtains regarding the Card and Cardholder as a result of card usage, in accordance with the provisions of the relevant legal regulation, within the scope of Law No. 5464 on Bank and Credit Cards and related legislation, the Personal Data Protection Law (KVKK), and all relevant legal regulations. It shall absolutely not disclose, publish, publicly announce, or transfer this information to third parties in any way, nor process it, allow third parties or institutions to use it, or use it for their benefit, except for persons, institutions, and organizations authorized by law, without the prior written consent of the Cardholder. The Merchant may not store or copy this information in any way, except for information and documents related to expenditures kept for collection purposes and information and documents kept for the collection of periodic payments within the framework of the written consent given by the Cardholder. Merchants may not share, sell, buy, or exchange card information with individuals or organizations other than the organization with which the Merchant has an agreement.

14.3. The Merchant is obligated to inform Cardholders about how and for what purposes their information will be recorded, stored, or processed, to obtain their consent in this regard, and to immediately inform Cardholders of any changes to these conditions. The Merchant acknowledges, declares, and undertakes that it will only record, store, or process such information within the scope and description of the service subject to this Agreement; that it will act in accordance with the Personal Data Protection Law (KVKK) in these operations; and that it will take all necessary technical and administrative measures to ensure the level of security stipulated by the relevant legislation.

14.4. A ÖDEME may use any information transmitted to it by the Merchant and/or obtained during the services, including usage information, for security reasons and/or to fulfill its legal and contractual obligations; in this context, it may disclose this information to relevant third parties if necessary, classify and store this information in a database, anonymize it, and use it for purposes such as performance evaluation, statistical evaluation, creation of marketing campaigns, and reporting. The Merchant acknowledges that, to the extent necessary under this Agreement, this information may be shared with A ÖDEME's business partners with whom it has established business relationships to provide its services. The Merchant also acknowledges and declares that A ÖDEME may provide information regarding transactions carried out through the Merchant or the services subject to this Agreement to the relevant authority/organization, primarily the Central Bank of the Republic of Turkey (TCMB) and the Banking Regulation and Supervision Agency (BDDK), when requested by such authorities.

14.5. A ÖDEME may request approval and request logs and all information and documents related to transactions made through the services provided by A ÖDEME from the Merchant. The Merchant is responsible for promptly fulfilling these requests. A ÖDEME also reserves the right to monitor whether the Merchant fulfills the commitments under this Agreement. The Merchant also acknowledges and consents in advance to the sharing of this information with the End User Payment Service Provider or the Payment Service Provider with whom A ÖDEME has an agreement to provide services, for the purpose of resolving unauthorized use, refund, etc. requests and/or reporting transactions to the End User Payment Service Provider or the Payment Service Provider with whom A ÖDEME has an agreement. Documents relating to transactions carried out under this Agreement shall be kept by A ÖDEME for a minimum of 10 (ten) years following the transaction date, unless a longer period is specified in the legislation. The Merchant is obliged to immediately (at the latest on the next business day) notify A ÖDEME in writing of any changes that may affect the information and documents it has provided to A ÖDEME under this Agreement.

14.6. The Parties agree that the personal data of the Merchant's officials, shareholders, relevant contact persons, and End Users may be shared by A ÖDEME with official authorities and/or other third parties in order for A ÖDEME to fulfill its legal obligations and provide its services under this Agreement; that End Users will be informed by the Merchant regarding the sharing of their personal data with third parties within the scope stipulated in the KVKK (Personal Data Protection Law); and that the Member Merchant will obtain the necessary permissions and approvals from these individuals in the content and format compliant with the aforementioned legislation.

14.7.  The Merchant acknowledges, declares, and undertakes that the personal data shared with A ÖDEME is obtained, processed, and transferred to A ÖDEME in accordance with the law and principles of fairness; that the data is accurate and up-to-date; that it has informed the relevant individuals (data subjects) about their rights in accordance with the Personal Data Protection Law (KVKK) in order to transfer this data to A ÖDEME; that it has obtained their explicit consent where legally required; and that, upon request from A ÖDEME, it will provide A ÖDEME with documents proving that the relevant individuals (data subjects) have been informed and their consent obtained.

14.8.  Any request submitted to the Merchant by natural persons (End Users) who will be considered data subjects under the KVKK and which will affect A ÖDEME's processing of personal data or require any action to be taken on personal data, shall be immediately (within the same day) notified to A ÖDEME. The Merchant is also obliged to immediately fulfill the data subject requests transmitted to it by A ÖDEME. Requests that cannot be fulfilled on the same day for any reason will be fulfilled on the following business day, provided that the reason is stated in writing.

14.9.  The obligations of the parties under this clause shall continue indefinitely, even if this Agreement terminates.

15.        REMOTE COMMUNICATION METHOD

15.1. If this Agreement is established using a "Remote Communication Method," it shall be established upon the Corporate User's approval of this Agreement text via the digital application and approval platform operated by Morpara.

15.2. Following the electronic approval carried out by the Corporate User through Morpara's application portal, the date, time, and channel information recorded in Morpara's log records shall constitute a record verifying the moment this Agreement was established and the Remote Communication Method used.

15.3.  The Merchant is responsible for the security and functionality of the Remote Communication Tool and internet connection used during the approval process. It is obligated to verify the accuracy of the information entered in the application form before granting approval and is personally responsible for any consequences arising from incorrect or incomplete information.

15.4. In the event of any technical malfunction, connection interruption, or failure to complete the approval process in the Remote Communication Tool, the validity of the Agreement will be determined according to the following conditions:

(a)  If the approval process does not reach the A ÖDEME system, the agreement will be considered null and void. If A ÖDEME detects this, it will inform the Merchant within a maximum of 5 business days.

(b) Whether the approval process has reached the A ÖDEME system will be determined based on A ÖDEME's system records. If the Merchant claims otherwise, the burden of proof will be assessed within the framework of the evidence agreement provision in Article 16.3 of the Agreement.

(c)  If it is determined that the malfunction originated from A ÖDEME's own system, A ÖDEME may offer an alternative approval channel for the Merchant to re-process the transaction.

(d)  A ÖDEME shall not be liable for any malfunctions originating from the Merchant (device malfunction, internet outage, etc.).

15.5. Within the scope of this clause, the "Remote Communication Record" refers to the following data related to the contract formation process:

i. Information entered by the Merchant into the application form and the date and time this information was transmitted to the system,

ii.  The date, time, channel, and the Merchant's current IP address at the time of the approval process,

iii. A record indicating that the contract text was sent to the Merchant,

iv.  System log indicating that approval was received.

15.6. A ÖDEME stores the Remote Communication Record in accordance with the principles of confidentiality, integrity, and accessibility, and in a way that protects it against unauthorized access. The Remote Communication Record shall be stored for a minimum of 10 (ten) years from the date of termination of this Agreement. If any dispute or administrative process regarding the relevant records is initiated before the expiration of the storage period, the records shall continue to be stored until the conclusion of such process.

15.7.  The Merchant may object in writing to A ÖDEME if it believes there are errors or omissions in the Remote Communication Record.

15.8. A ÖDEME shall process the Remote Communication Record solely for the purposes of fulfilling obligations under this Agreement, resolving disputes, and meeting legal obligations. It may not share the Remote Communication Record with third parties, except for legally mandated disclosures and orders from authorized official authorities, without the explicit consent of the Merchant.

15.9. If A ÖDEME detects any errors or omissions in the remote communication records, it shall notify the Merchant within 5 business days. 

16.        OTHER PROVISIONS

16.1.   Prohibition of Transfer

The Member Business may not transfer or assign its rights and obligations arising from or that may arise from this Agreement to third parties in any way, and/or establish a pledge/security on them in favor of third parties, without the written consent of A ÖDEME. Such transactions shall not be binding on A ÖDEME and cannot be invoked against A ÖDEME without A ÖDEME's consent.

In case of transfer of the Virtual Service Point to third parties, the Merchant shall notify A ÖDEME in writing within 1 (one) day at the latest. If this situation occurs, the Merchant accepts that A ÖDEME reserves the right to terminate the Agreement for justified reason.

16.2.   Force Majeure

The Member Business acknowledges, declares, and undertakes that A ÖDEME shall not be held liable for any delay or failure to fulfill its obligations under this Agreement, in whole or in part, if such delay or failure is caused by events beyond its control, including but not limited to labor movements, embargoes, decisions of official authorities, government and public institutions, natural disasters, fire, earthquake, flood, epidemic, and similar events.

16.3.   Evidence Agreement

The Member Business agrees that in any disputes arising from this Agreement and its annexes, all books and records of A ÖDEME, including those stored in its digital environment, shall constitute conclusive and exclusive evidence; that it waives in advance all rights of objection and defense against these, and the right to offer an oath regarding the proper keeping of A ÖDEME's books in case of litigation; and that all documents and records submitted by the Member Business shall be valid only if they are consistent with A ÖDEME's records. It is acknowledged, declared, and undertaken that this clause constitutes a written agreement of evidence in accordance with Article 193 of the Turkish Code of Civil Procedure.

16.4.   Notifications and Notices

16.5. In the event of any change in the legal notification addresses of the Parties, any notification made to the existing addresses shall be deemed valid and shall have all the legal consequences of a legally valid notification unless this change is notified to the other Party in writing.

16.6.  Without prejudice to the notification provision in Article 18/3 of the Turkish Commercial Code, all notifications, information, and announcements regarding the execution of the workflow and the provision of the service in this Agreement shall enter into force by A ÖDEME to the Member Business through methods compliant with the legislation.

16.7.  The Merchant is obligated to promptly notify its counterparts of any changes, information, announcements, procedures, and other implementation principles that are required to be notified in relation to the subject matter of this Agreement, and A ÖDEME has no responsibility in this regard.

16.8.   Changes

A ÖDEME, reserves the right to unilaterally change fees and commission rates and/or system terms due to changes in the legislation it is subject to and/or its Payment Service Providers, other transaction partners, and contracted organizations. A ÖDEME will notify the Merchant of such changes via e-mail and/or other appropriate methods it determines, at the latest on the date of the change or 1 (one) day in advance, and will implement them. Without prejudice to the provisions regarding changes specifically regulated in the Agreement, A ÖDEME will notify the Merchant of any other changes to the Agreement a reasonable time in advance. The notification will include the scope of the change and its effective date, stating that the Merchant has the right to terminate the Agreement without any charge before that date, and that if no objection is raised within the specified period, the change will be deemed accepted. If the Merchant does not raise any objection to the change, it will be considered to have accepted the change.

16.9.   Taxes, Fees and Other Financial Obligations

The Member Business is responsible for all expenses, stamp duties, expense taxes, funds and other taxes, duties and fees, and any resulting late payment penalties and other fines arising from all transactions to be carried out under this Agreement, and shall provide A ÖDEME with documents proving payment upon request. A ÖDEME is authorized to debit the Member Business's account for these amounts or to offset them against its receivables. If the Member Business fails to pay its debts or fulfill its obligations arising from this Agreement, and A ÖDEME initiates legal proceedings or files a lawsuit against it, the Member Business agrees and undertakes to pay A ÖDEME all enforcement and litigation costs and attorney fees.

16.10.   Resolution of Disputes and Applicable Law

The parties agree that the laws of the Republic of Turkey shall apply to the resolution of any disputes arising from this Agreement, and that the Courts and Enforcement Offices of Istanbul shall have jurisdiction.

16.11.   Severability of Provisions

If any provision of this Agreement becomes invalid, unlawful, or unenforceable for any reason, it shall be interpreted and applied in a manner closest to how it would have been applied if such invalidity, unenforceability, or unlawfulness had not occurred. The existence of such an invalid, unenforceable, or unlawful provision shall not affect the validity, legality, or enforceability of the other provisions.

Furthermore, the differing application of any condition in this Agreement by the Parties shall not imply acceptance of that provision in that form, nor shall such application affect the validity of the other provisions. Moreover, the non-application of some provisions shall not be interpreted as the termination of those provisions.

16.12.   Appendices

The information stated in the appendices, which are an integral part of this Agreement, or which will be subsequently notified again to the Member Merchant by A ÖDEME and which may change from time to time, is an integral part of this Agreement. The Member Merchant is obliged to monitor these statements, updates and changes to these statements, and it is accepted by the Parties that the relevant content is continuously and regularly monitored and known by the Member Merchant.

16.13.   Effectiveness

This Agreement consists of 16 (sixteen) articles and the appendices specified below, and has been mutually approved by the parties and has entered into force as of now. The Parties declare that they have read, understood and freely approved the provisions of the Agreement.

APPENDICES

APPENDIX-1: UNDERTAKING THAT THE POS DEVICE WILL BE USED FOR SERVICES IN COMPLIANCE WITH LAWS, RELEVANT LEGISLATION, AND PARTICIPATION FINANCE PRINCIPLES AND STANDARDS

APPENDIX-1: UNDERTAKING THAT THE POS DEVICE WILL BE USED FOR SERVICES IN COMPLIANCE WITH LAWS, RELEVANT LEGISLATION, AND PARTICIPATION FINANCE PRINCIPLES AND STANDARDS

1-  Member Merchant; 1. The Merchant acknowledges that the use of POS devices for purposes and transactions other than those limited by this Agreement (such as "usury," "illegal betting," "gambling," etc.) is strictly prohibited, and agrees not to use POS devices for transactions prohibited by this Agreement and/or law; A ÖDEME reserves the right to terminate the Agreement and cancel the POS devices due to breach of contract and commitment in case of detection of such behavior or prohibited use; and also reserves the right and authority to file a criminal complaint with the Public Prosecutor's Office against those involved.

2- The Merchant agrees not to use POS devices for business, transactions, services, and activities that are deemed illegitimate according to Islamic finance principles and standards (alcoholic beverages and places where they are sold; tobacco and its products; pork and its products; gambling, betting, games of chance, etc.; services in nightclubs, discos, and similar entertainment venues, and not limited to these, but clearly contrary to Islamic finance principles and standards) and for payments related to them. The Contractor irrevocably accepts, declares, and undertakes that A ÖDEME may conduct detailed audits, both at the business premises and by requesting transaction details, to verify compliance with these commitments; that the Contractor will allow such audits; and that the Contractor will submit the requested information and documents promptly and completely. Furthermore, the Contractor acknowledges that if any contrary behavior is detected, A ÖDEME has the right to terminate the Contract and/or cancel the POS devices due to breach of contract and commitment.