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Distance Sales Agreement

1. PARTIES

1.1. SELLER Commercial Title / Brand: Upon Shift Legal Name: Çağrı Çiftçi Address: Tomtom, İstiklal Cd. Beyoğlu İş Merkezi No:187/147, 34433 Beyoğlu/Istanbul, Turkey Tax Office / Tax Number: Beyoğlu / 14273066076 Email: [email protected] Website: https://uponshift.com

1.2. BUYER Name / Surname / Company Title: (Information declared by the Buyer at the payment stage) Address: (Address declared at the payment stage)

Email / Phone: (Contact information declared at the payment stage)

(Hereinafter, the SELLER and the BUYER shall be referred to individually as a "Party" and collectively as the "Parties".)

2. SUBJECT OF THE AGREEMENT

The subject of this Agreement is to determine the rights and obligations of the Parties regarding the sale and performance of the digital subscription (SaaS - Software as a Service) service, the qualifications and sales price of which are specified below, ordered electronically by the BUYER via the SELLER's website https://uponshift.com, in accordance with the provisions of the Law No. 6502 on Consumer Protection and the Distance Contracts Regulation. If the BUYER is a commercial company or legal entity (B2B transaction), the provisions of the Turkish Commercial Code shall apply instead of the Consumer Law due to the commercial nature of the transaction.

3. NATURE OF THE SERVICE AND ARTIFICIAL INTELLIGENCE (AI) OPERATING PRINCIPLE

3.1. The Service is a subscription-based, cloud-operated artificial intelligence (AI) chatbot, knowledge base, and digital automation platform.

3.2. During the performance of the service, the SELLER uses the infrastructure of global third-party Artificial Intelligence platforms and Large Language Models (LLMs) such as OpenAI, Anthropic, and Google to process the data entered and the prompts created by the BUYER. By purchasing the service, the BUYER agrees that their data will be processed through these integrations.

3.3. The scope of the selected subscription plan (monthly/annual usage, token/word limits, features) is clearly stated on the payment page, and these limits are an integral part of this agreement.

4. ORDER, PRICING, AND PAYMENT

4.1. The total price of the Service, including taxes, and the features of the selected plan are shown to the BUYER at the payment stage.

4.2. Payments are collected online via credit card/debit card through integrated secure payment providers. The SELLER does not store the BUYER's credit card information on its servers.

4.3. Automatic Renewal: Since the subscription model is based on continuous service, unless the BUYER cancels their subscription, the relevant amount is automatically charged from the authorized payment method at the beginning of each billing period (monthly/annually).

5. EXECUTION OF DELIVERY AND USAGE

5.1. The Service is entirely a digital product. Immediately after a successful payment transaction (and within 24 hours at the latest), the BUYER's user account and the features of the purchased plan are automatically activated electronically. 5.2. Since no physical product shipment will be made, there are no shipping, freight, or customs charges. The activation of the account signifies that the service has been fully delivered.

6. EXCEPTION TO THE RIGHT OF WITHDRAWAL (MUST BE READ CAREFULLY)

6.1. The Service subject to this Agreement is a digital software (SaaS) service that is performed instantly and is susceptible to being copied/consumed.

6.2. In accordance with subparagraph (ğ) of the 1st paragraph of Article 15 titled "Exceptions to the Right of Withdrawal" of the Distance Contracts Regulation No. 29188; "in contracts relating to services performed instantly in an electronic environment or intangible goods delivered instantly to the consumer", THE BUYER HAS NO RIGHT OF WITHDRAWAL. The BUYER accepts this agreement knowing that the service will be performed instantly the moment the order is confirmed and that the right of withdrawal will be eliminated.

7. CANCELLATION AND REFUND CONDITIONS (ZERO USAGE RULE)

7.1. Although there is no right of withdrawal, the SELLER, entirely at its own discretion and within the scope of Customer Satisfaction, may evaluate refund requests within 14 days provided that all of the following conditions are met:

  1. a) The BUYER has not made any artificial intelligence query (AI generation) whatsoever after upgrading to the paid plan,
  2. b) No bot has been created, no data has been uploaded to the knowledge base, and no action has been taken that would create an API/Token cost on the underlying third-party AI platforms (OpenAI, Anthropic, etc.).

7.2. If it is detected in the SELLER's system log (record) files that the BUYER has consumed resources (spent tokens) in the artificial intelligence infrastructure by using the platform, no refund will be issued under any circumstances. 7.3. The BUYER can cancel their subscription at any time via the platform. The cancellation process stops the next period's billing, but no partial refund is made for the current period for which the fee has already been paid.

8. BUYER'S OBLIGATIONS AND DATA RESPONSIBILITY

8.1. The BUYER is completely and solely responsible for the documents they upload to the platform, the bots they create, the commands (prompts) they give to the artificial intelligence, and the responses these bots give to the BUYER's own customers (end-users).

8.2. By their nature, artificial intelligence systems may not always yield 100% accurate results (hallucinations/false information). The SELLER does not guarantee the absolute accuracy of the generated content or its suitability for a commercial purpose. The SELLER cannot be held responsible for any legal or material damages that may arise from the responses generated by the bots.

9. THIRD-PARTY OUTAGES AND FORCE MAJEURE Global crashes, API outages, rule changes, or the banning of the BUYER's accounts by these platforms that may occur in the infrastructures of WhatsApp (Meta), Telegram, Google, or AI providers (OpenAI, Anthropic, etc.) with which the system operates integrated are beyond the SELLER's control. Such external problems do not mean the service is defective and do not constitute grounds for a refund/cancellation.

10. EVIDENTIARY AGREEMENT The BUYER accepts that in any dispute that may arise from this Agreement, the SELLER's official books and commercial records, system logs, and computer/server records kept on its servers shall constitute valid, binding, and conclusive evidence in accordance with Article 193 of the Code of Civil Procedure (HMK).

11. DISPUTE RESOLUTION AND JURISDICTION

11.1. This Agreement is subject to the laws of the Republic of Turkey.

11.2. In transactions where the BUYER has the status of a Consumer (B2C); Consumer Arbitration Committees in the BUYER's place of residence are authorized up to the value declared by the Ministry of Customs and Trade, and Consumer Courts are authorized in cases exceeding this value.

11.3. In transactions where the BUYER is a merchant/company (Corporate-B2B), the Consumer Law does not apply; the Istanbul (Çağlayan) Courts and Execution Offices shall have exclusive jurisdiction for the resolution of any disputes.

12. ENTRY INTO FORCE This Agreement, consisting of 12 (Twelve) articles, has entered into force mutually as of the moment it is approved electronically by the BUYER on the payment screen.