ARTICLE – 1 PARTIES

This User Agreement (“Agreement”) was executed by and between Ayasis Yazılım ve Bilişim Teknolojileri Limited Şirketi (“the Company”) located at Yıldız Teknik Üniversitesi Davutpaşa Kampüsü Teknopark D2 Blok No: 1B06 Esenler/Istanbul and all individuals (“Members”) using MentalUP products/services in www.mentalup.net and www.mentalup.co web sites and MentalUP mobile application (“MentalUP”) owned and operated by the Company in electronic environment. The Company and the Member shall be referred to as “the Parties” collectively.

ARTICLE – 2 SUBJECT OF THE AGREEMENT

The subject of this Agreement is to determine the conditions to benefit from the Service and the conditions of use of the Service by the Member through MentalUP, which the Company is the owner of.

ARTICLE – 4 DEFINITIONS

“Service”: The Company offers a variety of mental exercises such as memory exercises, attention and concentration exercises, logic and reasoning exercises, visual intelligence and conceptual exercises that enable users to use mental potential effectively and improve their problem solving skills on the Internet, mobile phones, tablets or corporate websites services.

“Fee for Using MentalUP”: The “price” refers to the service price entitling the Company in return for the Service;

“Official Authority”: Any legal or administrative authority, official, semi-formal or autonomous institution, organization, commission and board;

ARTICLE – 5 MEMBERSHIP

5.1. Membership is earned upon completion of membership processes in MentalUP (and upon execution of this Agreement).

5.2. The Member must be at least 18 (eighteen) years of age (or older) in order to earn membership or open an account and understand and agree to these terms under the article 5.1. If the member is at least 13 (thirteen) years old and under 18 (eighteen) years of age on condition that he / she has the discrimination power simultaneously, he / she must be a member only with his/her one parent or legal representative and give his / her data,. In this context, the Member declares that his / her parent or legal representative has reviewed and accepted the User Agreement and the Privacy Policy and that the data is subsequently shared. Neither person under 13 (thirteen) years of age can directly be a member of the MentalUP itself, nor submit his/her own personal data directly.

5.3. Members are obliged to provide accurate, real and up-to-date information about membership procedures. The scope of this information is determined by the Company and can be amended if necessary, and the scope can be extended. The information so shared may any time be amended and updated by the Member. In order for the membership of the member to continue, the Member must provide the information contained in the information list and update it if there is any change.

5.4. The Company may share the Member’s information with the relevant Official Authorities to a limited extent, in order to fulfil the requirements of the regulatory or enforcement proceedings of the Authorities or judicial bodies. If there is no privacy decision of the relevant Authority, the Member shall be notified of the transaction in question.

5.5. The Company may use personal and/or introductory information provided by the Members in the scope of the Service and preferences they have been made while using the Service, agreements or disagreements on the purpose of inspecting the system functionality (and/or send to the companies that have entered into a confidentiality agreement with the Company by processing the information); can make anonymous evaluation and statistical studies; the information can be publicized on MentalUP in general.

5.6. If members use a nickname while receiving the Service, the nickname cannot be in conflict with the applicable legislation and morality; and cannot be insulting, or contain words of profanity, swearing, derogation or words that harm personal rights.

5.7. Members can get out of membership when they wish. In this case, the Member will notify the Company of the request to withdraw from the membership via MentalUP and make the necessary actions for deletion of the membership. Upon completion of these procedures, the membership of the Member shall terminate. The rights and obligations arising from the Agreement until the date of withdrawal from membership and the provisions which must remain in force due to their qualifications even if the contract is terminated (compensation for damages, final provisions, etc.) shall not be affected by termination of membership.

ARTICLE – 6 USE OF THE SERVICES BY THE MEMBER AND SERVICE FEE

6.1. The Member may begin to use the Service under the terms of this Agreement after downloading MentalUP, completing the required sections for registration and becoming a party to this Agreement. The Service may only be used by the Member for lawful purposes.

6.2. The Member has the right to benefit from the limited service with the account created by the Member. User anytime can get unlimited service by purchasing any of the monthly, quarterly, semiannual or annual packages, after paying the fee thereof. Details of the Agreement price are detailed in the Purchasing Agreement.

6.3. Member proprietary copies of the invoice(s) issued by the Company shall be retained in the head office of the Company. In case the Member requests the invoice(s) to be sent to his/her address, the invoice(s) can be sent by a courier company to be determined by the Company, to the address of the Member at his/her expense. In addition, upon the consent of the Member, the Member proprietary copies of invoice(s) can be transmitted as an electronic invoice to the e-mail address that the Member has given to MentalUP when registering.

6.4. The Company may, at its discretion, create promotional codes or campaigns in connection with its Service. The Company shall notify Members in the case of Promotional Codes or campaigns, in the event that the Member has elected to be notified in this context. The Company shall also be able to notify the Member through instant notifications (push notifications). The Member undertakes not to engage in any transaction and/or action that may exploit the service offered by the Company regarding any promotions or campaigns, and also agrees and undertakes that it has obtained the consents of the parents or legal representatives of individuals who are between 13 to 18 years of age and have the ability of discrimination. Promotional codes or campaigns must be used in line with the intended purpose and in compliance with the law and must not be transferred to another person unless approved by the Company in writing and must be used if the conditions for the promotion or campaign are complied with. Promotions or campaigns may be cancelled at any time by the Company without any reason. The Member has no right to raise claims towards the Company in respect to cancelled promotion or campaign.

6.5. The Member shall always have the possibility to refuse to accept the commercial electronic message provided at the time of receipt of the commercial electronic message. He/she will always refuse to accept commercial e-mails regarding promotions/campaigns as stated in the relevant communication. Also, if a Member chooses not to receive notifications via instant notification, he will be able to do so from the settings of his device.

ARTICLE – 7 RIGHTS AND LIABILITIES OF THE PARTIES

7.1 The Member declares and undertakes that the personal and other information provided by the Member when registering in MentalUP is true and he/she will immediately compensate the Company for any damages incurred by the Company due to the fact that the personal and other information provided by the Member is not true and not updated.

7.2 The Member shall have the exclusive right to use the password he or she receives under the membership for using MentalUP. The member cannot give this password any third party. All legal and criminal liability related to the use of access to the system (user name etc.) used to gain access to use the MentalUP and password shall be on the Member.

7.3 A member cannot transfer his membership to another person.

7.4 The Member agrees, declares and undertakes not to violate the provisions of all legal regulations and to infringe such provisions when using MentalUP. Otherwise, all legal and criminal liability to be incurred shall be solely and exclusively the responsibility of the Member.

7.5 The Member shall not use MentalUP in any way that violates public order, violates general morality, disturbs and harasses others, infringes on the opinions and copyrights of others for a violation of the law. Furthermore, it cannot be used in activities that threaten or prevent the operation of MentalUP or the software, such as preventing the use of services by other users or in preventing or complicating the activities (spam, virus, trojan, etc.) and transactions thereof.

7.6 The opinions and ideas expressed by the Members in MentalUP, shared images, messages, comments and expressions used are exclusively own personal opinions and interpretations of the Member, and only the Member is responsible for the results of these opinions and comments. The Company has no interest and relation in such opinions, images, comments, messages and ideas. The Company shall not be liable for any loss suffered by third party individuals or entities due to ideas and opinions declared by the Member or due to damages caused by opinions and ideas declared or the messages, comments or images shared by third party individuals or entities.

7.7 The Company shall not be held liable for any unauthorized seizure of Member’s information and data, and for any damage to the Member’s information and data, despite the security measures were taken for necessary information by the Company.

7.8 All materials in MentalUP are provided for educational purposes only. The Company does not guarantee the use of materials in MentalUP, the results of use, the trueness, accuracy, reliability of the materials in question.

7.9 The Company shall not be responsible for any direct or indirect damages incurred due to use of MentalUP by the Member.

7.10 MentalUP may provide links to other web sites or applications that are not controlled by the Company, not established, operated or edited by the Company, and may contain references to these sites or applications. The Company is not responsible for such other applications or the content of websites or other links and / or references contained therein or products / services provided by them. These links are not intended to support the owner of the linked web site or the person running the site, or any representation or undertaking for any information, expression or visual content contained therein. The Company is also not responsible for advertisements, promotions or banners promoted or promised by MentalUP or linked by MentalUP in the same way.

7.11 The Member agrees, declares and undertakes that MentalUP Privacy Policy accessed via MentalUP is part of this Agreement and that he/she has read and approved the terms contained therein.

7.12 A Member cannot assign the user profile created thereby to any third party or allow the use of that profile by any third party. Members cannot transfer their rights and obligations arising from this Agreement without the Company’s approval. The Company may transfer the rights and obligations arising from the Agreement to third parties.

7.13 If the Member is in breach of the terms of this Agreement, the penal and legal responsibility arising out of the violations shall personally be owned by the Member. The Member shall keep the Company free from all damages, claims, demands and claims that may arise due to violations. Also; the Company reserves the right to claim compensation from the Member of the Company for such violations.

7.14 The Company shall always be entitled to suspend or terminate the Member’s membership and to delete all information, data, documents and files belonging to the Member without unilaterally assuming any liability and without compensation.

7.15 Copyright and / or any intellectual property rights related to the general appearance, design and software of MentalUP, text and visual content in the site and all other contents, trademarks, logos, know-how and other items belonging to the Company or used by the Company under license. They may not be used, acquired, modified, copied or reproduced in any form without the written consent of the Company. The use or access to MentalUP or its contents under conditions set forth by the Company shall not entitle the Member any intellectual and industrial property rights and/or any rights of ownership or disposition.

7.16 The Company may disclose personal information of the Member to third parties (a) in cases where it is necessary to disclose in accordance with the applicable law or regulations or a court order or administrative order issued and / or (b) in the case of the Member’s request and / or (c) in accordance with the MentalUP Privacy Policy which may be reached via MentalUP, and / or (d) in accordance with the provisions set forth separately in the present Agreement. The Company may review the Member’s confidential information or records to gain access to the information and documentation requested for the investigation.

7.17 Measures have been taken to ensure that MentalUP is free from viruses and similar software. In addition, in order to ensure the ultimate safety, the Member must supply his own virus protection system and provide the necessary protection. In this context, the Member agrees to be a member of MentalUP and is responsible for all errors and their direct or indirect consequences (including but not limited to spam, virus, trojan horses) that may occur in their software and operating systems.

7.18 The Company reserves the right to change the scope of the Service, the content of MentalUP, the design and the software at any time, change, stop or terminate any service provided to Members, and delete the user information and data stored on MentalUP at any time.

7.19 The Company may update, modify or remove any of the terms and conditions of this Agreement at any time without prior notice and / or requirement. Any provision that is updated, modified or removed from power shall be effective for the Member at the time of publication.

7.20 The Company may use the personal information of its Members to better serve its users, improve its services and facilitate the use of the MentalUP in the interests of its users and their preferences. The Company reserves the right to keep a record of the Member’s actions on MentalUP.

7.21 The Member shall be responsible for providing the network access required to use the service. The member is aware that mobile network data may be used in case of accessing MentalUP from a device with wireless internet access or in the case of using the service, messaging tariffs and fees may apply. It is the responsibility of the Member to provide updates to the appropriate software and devices necessary to benefit from the Service and to keep MentalUP up-to-date. The Company does not warrant or undertake that the Service or MentalUP shall in any way operate with a specific device or software and that the functions contained in the materials shall be uninterrupted or error free. The Member acknowledges that Service and/or MentalUP may be subject to failure and delay due to internet usage. The Company shall not assume responsibility for the problems that the Member will have due to interruptions in MentalUP access arising from technical problems.

7.22 The irresponsibility records for the Company under this Agreement are also cover the employees and partners of the Company.

7.23 Without prior approval of the Company, the Member shall not be permitted to link to any other website, the contents of any website or any data on the network, in any transaction that Member will perform through MentalUP.

ARTICLE – 8 TERMINATION OF THE AGREEMENT

8.1. Without prejudice to any termination provisions contained in this Agreement the Member and the Company may terminate this Agreement at any time.

8.2. The termination of the member shall be effected by following the termination procedures via MentalUP. The rights and obligations arising from the Agreement until the date of termination and the terms that must remain in force due to their qualifications even if the Contract is terminated (compensation for damages, final provisions etc.) shall not be terminated.

ARTICLE – 9 FINAL PROVISIONS

9.1 Governing Law: This Agreement is governed by the laws of the Republic of Turkey and will be construed accordingly.

9.2 Competent Court: İstanbul Çağlayan Courts and İstanbul Çağlayan Enforcement Offices are authorized to settle all disputes arising out of or relating to this Contract.

9.3 Integrity of the Agreement and its Annexes: The annexes of the Agreement shall constitute an integral part of this Agreement and shall not be interpreted separately from each other.

9.4 Exclusivity of Evidence: The parties agree that, in disputes that may arise within the scope of this Agreement, the documents and electronic records of the Company shall be the sole evidence for such disputes.

9.5 Company Contact Information: The contact information of the Company is as follows:

Title: Ayasis Yazılım ve Bilişim Teknolojileri Limited Şirketi
Address: Yıldız Teknik Üniversitesi Davutpaşa Kampüsü Teknopark D2 Blok No:1B06 Esenler/İstanbul
Phone: +902124837292
Fax: +902124837291
E-mail: info@ayasis.com

9.6 Transactions Made Through MentalUP: Transactions that are made through MentalUP and described as will be considered as binding explanations of the Parties in accordance with the Turkish Code of Obligations, consumer legislation and other applicable legislation.

ARTICLE – 10 PHYSICAL ACTIVITY DISCLAMER

10.1 This disclaimer aims to address potential risks that may arise out of or in connection with physical activity in exercise and physical fitness. It is highly recommended to consult a physician or healthcare provider before engaging in exercise as this information does not substitute professional medical advice, diagnosis, or treatment. Do not disregard, avoid or delay obtaining medical or health-related advice from your healthcare professional. It should be understood that when participating in any exercise, there exists the possibility of physical injury. If you are pregnant, nursing, diabetic, on medication, or are beginning a weight control program, the physical activity provided here may lead to adverse effects. If engaging with exercise, you are voluntarily participating in these activities and doing so at your own risk and assume all risks that may arise out of such activity. You hereby release Ayasis Yazılım ve Bilişim Teknolojileri A.Ş. from any and all liability arising as a result of your use of this content including but not limited to, any direct, indirect, special, incidental, or consequential damages of any kind of physical injury. As with any exercise program, if at any point during your workout you begin to feel faint, dizzy, or have physical discomfort, you should stop immediately and consult a physician.

This Privacy Policy was executed by and between Ayasis Yazılım ve Bilişim Teknolojileri Limited Şirketi (“the Company”) located at Yıldız Teknik Üniversitesi Davutpaşa Kampüsü Teknopark D2 Blok No: 1B06 Esenler/Istanbul in its capacity as the “Data Controller” and all individuals (“Member”) using MentalUP products/services through www.mentalup.net and www.mentalup.co web sites and MentalUP mobile application (“MentalUP”) owned and operated by the Company. In this context, the purpose of this Privacy Policy is to provide information on the collection, processing and use of the data provided by you in connection with the use of MentalUP as well as the grade, purpose and scope of transfer thereof.

When the Member uses MentalUP; or somehow communicates with MentalUP, MentalUP collects information about the Member in accordance with the nature of the information and transaction within the current technical possibilities. The Member accepts, acknowledges and promises that his / her personal information and data might be used in limited manner by the Company and/or through MentalUP to the extent that it is limited to the format and purposes set forth in this Privacy Policy.

The Company might collect the Member's personal information (user name, name if provided, IP address, the date and time of access, the pages accessed while being on MentalUP) and the activities taken place under MentalUP in order to provide better service to the Member, to make suggestions, to improve its services, to facilitate the use of MentalUP at the works related to the Member's interests and preferences, within the framework of legal legislation.

The information provided by the Member in order for the Company to communicate with itself as well as the information obtained by the Company via cookies and similar methods during the Member’s activities on MentalUP; might be recorded, stored in printed / magnetic archives, updated whenever necessary, shared, transferred, used and processed by the Company in accordance with the personal data processing requirements and purposes set out in the applicable legislation and also for the Company to provide certain services to you in connection with the use of MentalUP, to fulfill the necessary procedures for payment in the event that the goods and services provided are subject to any fee, to inform regarding the services rendered, to be able to respond to questions, to make sure that the necessary permits are received and taken from parents/legal representatives if the Member is between the ages of 13 and 18, if it is required directly for the execution and performance of a contract between the Company and the Member and for the Company to fulfill its legal obligations and also for the purposes of asserting the relevant rights or establishing the defense in relation to such personal data, limited to the purpose of use, and for a period of time limited with such use. This information shared may be changed and updated by the Member at any time. Data collected through MentalUP may not be used or shared with third parties for purposes unrelated to improving the user experience or software/hardware performance connected to the MentalUP’s functionality.

The data shared by the Member shall not be used directly or indirectly for the benefit of any third party for any reason whatsoever; without the express and explicit written permission of the Member, shall not be shared, partly or completely copied and published with any third party, firm or entity other than for the purposes set forth in this Privacy Policy. Additional authorization from the Member may be required if it is compulsory within the provisions of the relevant legislation or if the data transmitted by the Member must be used for purposes other than those specified in this text. In this case, the Member will be contacted and its explicit consent will be requested. If the Member does not agree, no additional data shall be obtained.

If the personal data provided to the Company by the Member is requested by official institutions/organizations as necessitated by the law, the data may be transmitted to the relevant authorities and courts if requested by the courts.

It may be required to open an account in order to have access to the services. The member declares that he or she is at least 18 years old (or older) and understands and accepts these conditions in order to open an account on his behalf. If the member is at least 13 years of age and under 18 years of age, and have the power to discriminate, he/she must sign up to MentalUp and must provide his / her data only in the presence of one of his/her parents or his/her legal representative. In this context, the Member declares that his or her parent or legal representative has reviewed and accepted this Privacy Policy and that the data has been shared following the said permission. Neither person under 13 (thirteen) years of age can be directly a member of the MentalUP itself, nor submit his/her own personal data directly.

In the event that the internet sites of the Company contain links to other internet sites according to the nature of the situation, the Company shall have no commitment to ensure that the operators of these sites comply with the data protection provisions. The Company shall never be responsible for the content of the sites to which it links with other methods such as links or the like.

In the event that a Member submits his/her claims for his/ her rights towards the Company in the manner set forth in the Administrative Privacy Policy, the Company shall conclude the application as soon as possible and in any event not later than 30 (thirty) days in accordance with the nature of the claim. However, if the transaction also requires the assumption of a cost, the fee may be charged at the rate specified by the Personal Data Protection Board.

Despite the fact that the processing activity is carried out in accordance with the relevant legislation, the personal data of the Member shall be deleted, destroyed or anonymized in accordance with the related legislation after the end of the processing purposes stated in this Privacy Policy.

In order to use the rights notified to the Member in this Privacy Policy, the Member must include the necessary information that can be used by the Company to identify the Member and the description/explanations regarding which right he/she requests to exercise must be delivered to Yıldız Technical University Davutpaşa Campus at Kampüsü Teknopark D2 Blok No:1B06 Esenler/Istanbul by hand or sent through notary or other methods specified in the related legislation or may be sent as signed by secure electronic signature to info@ayasis.com, which is the e-mail address of the Company. The Company accepts the request on the application of the Member or rejects it by explaining the reason and declares the answer to the related person in writing or in electronic form. If the application is accepted, it will be fulfilled by the Company. If the Applicant is attributable to any fault of the Company and a fee is collected from the Member, the remuneration shall be returned to the Member.

The Company undertakes to keep the Member's data and any confidential information strictly private and confidential, without prejudice to the contents hereof, to regard it as an obligation to keep confidentiality, to take all measures and act in due diligence to prevent all or any part of the Member's information from entering into the public domain or be subject to unauthorized use, or to take measures to prevent the confidential information from disclosure to any third party. If, despite all necessary data security measures taken by the Company, the confidential information is damaged as a result of attacks on the system or captured by third parties, the Company shall have no responsibility with that respect.

The Company shall not disclose personal data and confidential information of the Member unless (a) it is required to disclose such information in accordance with applicable laws or regulations or a court decision or administrative order issued and/or (b) it is Member's request and/or (c) it is stated within this Privacy Policy or within other agreements executed by and between the Member and the Company.

The Company shall not be responsible for damages caused by the use of information that the member discloses in comments made or messages given by third parties in public areas. If the member shares his/her name, password, etc. used by the member when creating the membership record with third parties, the Company shall not be responsible for any damages that may arise from the information shared with third parties.

The Company may review the personal information and data of a Member who is in breach of the User Agreement or Privacy Policy or is the subject of complaint by other members.

The Company may at any time update, amend, or revoke the provisions of this Privacy Policy. In this case, the Member shall be notified via the services/products or by other means such as e-mail. Any provision that is updated, modified or removed from effect shall enure for the Member at the time of publication. The Member shall be deemed to have accepted such amendment, if the Member continues to use the services or products of the Company after such modification has been made.