USER AGREEMENT
I.
Parties
This
user agreement (“Agreement”) is
executed by and between,
(a) TWENTIFY AMERICAS
CORP., a subsidiary of Twentify, having its
registered address at 390 March Road, Ottawa, Ontario, K2K 0G6 Canada (hereinafter
referred to as “Twentify”)
(b) “User”, who becomes party to this
Agreement immediately and directly by installing the Web Portal (defined below)
into a tablet computer, handheld computer, mobile phone and/or similar
electronic devices and creating user account on Web Portal in his name
with
the terms and conditions stated below.
II.
Subject of the
Agreement
This
Agreement sets out the various conditions, necessities and restrictions for
appropriate use of the Web Portal. The main principles and rights and
obligations of the Parties for the purpose of use of Web Portal are specified
and agreed in this Agreement.
III.
Definitions
In
line with the purposes of this Agreement, the terms stated hereinafter, in
addition to the defined capitalized terms in other parts of the Agreement,
shall bear the below meaning attributed to such terms:
Activity: any and all kinds of
commercial activities, organizations, campaigns, promotions, advertisements,
introductions, surveys, competitions, games and similar activities to be
conducted on the Web Portal.
Bounty
App: Application to be used in the collection of data through signing
up to Bounty App, Answering and participating in surveys, and consent given data
in all Users’ phones including AD ID and location.
Kantar
Media: A corporation duly cooperated under Turkish law.
Task: tasks to be performed by
the User, specified or to be specified on the Web Portal.
Task Data: any and all kinds of
data, including voting, comments, analysis, voice records, photos, videos,
location information and/or similar data, requested by Twentify/Customer,
regarding tasks specified on the Web Portal .
RealityMine: The
integrator, RealityMine Limited, providing software
development kits (SDK).
Service: service provided by
Users where they will participate in and answer surveys and perform tasks specified
on the Web Portal belonging to Twentify in line with
requests of Customer and reporting of the results directly or via the Web
Portal to the Customer.
User Account: the account, containing
information, provided by the User, which involves name and surname, date of
birth, gender, e-mail address, telephone number and similar information of the
User in order to be a member of the Web Portal.
Customers: all and any companies,
requesting Service and providing goods and/or services, specified under tasks
on the Web Portal.
Payment: payments, conditions
and amounts as specified by Twentify, to be rendered
by means of transfer, electronic funds transfer, mobile payment, PayPal, bank
check, gift check and similar payment methods to the User for each Task
performed by the User on the Web Portal under the conditions of this Agreement.
Web Portal: all mobile applications
(Bounty App), software programs, services web site named Twentify
Dashboard whose rights belong to Twentify, and
updates of these accessible via mobile phone, tablet computer, handheld
computer and/or any similar electronic devices.
IV.
Representations,
Warranties and Obligations of User
The User agrees
that the User understands all the matters stated below and shall perform tasks and
participate in relevant surveys while the User uses the Web Portal.
It
is the responsibility of the User to abide by provisions of this Agreement
while the User uses the Web Portal. The User agrees to abide by the rules of all
relevant legislation, regulations, rules that have been generally accepted and
declarations made by Twentify. All and any legal,
criminal and financial responsibilities, arising from the User’s non-compliance
with the requirements of the applicable legislation shall be borne by the User
solely even in the case that this Agreement expires.
The
provisions stated under articles IV and V aim to protect the Service, Twentify, any Customer of the Service and the User from
charges as to inappropriate, improper, derogative and illegal activities.
IV.1 Software,
equipment, patches, updates, upgrades or online network, web site or new
versions of procured system software or equipment belonging to Web Portal, the
Service and Tasks have been created by Twentify and
all intellectual property rights, arising from relevant legislations and
regulations, including the Turkish Law of Intellectual Property Rights numbered
5846, and the Canadian Copyright Act are solely owned by Twentify.
The User shall not copy,
reproduce, announce, disclose, modify, or use any name/trademark/logo in a way
that creates confusion without prior written consent of Twentify.
IV.2 The User
accepts, declares and undertakes that the User is above the age of 18 and is above
the age of majority in their jurisdiction of residnece
and all the information given by the User is complete, true and legally and
duly owned by the User.
The User shall not
perform the Tasks and Activities in the case that the User is below the age of maturity
where they reside. Even in case the User performs such, he shall not be
entitled to request or receive Payments as to said Tasks.
The
User accepts, declares and undertakes that the User shall use this information
while the User takes actions related to this Agreement and the User shall
provide information immediately to Twentify in the
case that Twentify requests such information, which
is deemed necessary. The User accepts, declares and undertakes that the User
shall provide the documents proving such information to Twentify
in the case that Twentify requests such documents.
IV.3 The User shall
not allow third parties to use the Web Portal and Tasks or make them accessible
by means of license, sub-license, sale, resale, lease, transfer, distribution
or any other method. The User shall create an account in their own name and
solely use it on his own account and shall not create more than one account
and/or on behalf of third parties, shall not use the user account of a third
party or disclose the User’s account password to third parties.
IV.4 The User shall
not use the Web Portal for commercial purposes, and/or lottery, campaigns,
advertisements, introductions, organization, survey, competition, game or any
other similar activities purposes without the prior consent of Twentify.
IV.5 The User
accepts, declares and undertakes that the User acknowledges that Twentify is able to identify the location of the User even when
the Web Portal application is running on the background and related to these
matters. To the extent permitted by applicable law, the User agrees they will
not conduct any activity against interests of Twentify
and will not make a claim from Twentify.
IV.6 The User
accepts and undertakes that the User shall give permission to Twentify for using, disclosing and disposing any and all
rights (including intellectual property rights) attached to the content submitted/announced
by the User without charge and all intellectual property rights as to
corrections, upgrades, improvements and any other similar changes made by the
User related to the Web Portal is owned by Twentify.
IV.7 The User
accepts and declares that the User shall not decode, transfer into source code,
remove, amend, transfer, carry out reverse engineering and other similar
activities regarding soft switches, source codes, algorithms, tags,
architectures and any other likes of Web Portal for any reason.
IV.8 The User
accepts and declares that the User shall not communicate with the Customers and
make a request from the Customers without express written consent of Twentify.
IV.9 The User, in
order to conduct activities necessary for the Agreement, accepts, declares and
undertakes that the User shall be responsible for covering data, mobile phone
and similar expenses solely and shall not request anything from Twentify.
IV.10
The User accepts, declares and undertakes that
the User shall be obliged to compensate any and all damages of relevant real
persons and legal entities, arising from any behavior, movement and any other
similar activities of the User in breach of this Agreement or the applicable
laws immediately upon first demand in full and in cash.
IV.11
The User hereby agrees, declares and undertakes
that in case he participates in Task and Activities;
a.
He acts as a “data processor” under the Personal
Data Protection Law numbered 6698 (“PDPL”) and will transfer personal
data processed in compliance with PDPL and other relevant legislation to Twentify;
b.
He will conform to all physical, technical and
administrative measures necessary for providing the appropriate safety level as
per the kind of personal data, taken by Twentify in
order to prevent unlawful processing of personal data, unlawful access to
personal data and ensure protection of personal data;
c.
He shall be considered as jointly responsible with
Twentify that the mentioned physical, administrative
and technical measures are taken;
d.
Pursuant to the instructions given by Twentify, he shall collect and process data in compliance
with this Agreement, on behalf of Twentify. In case
the instructions of Twentify and this Agreement are
not duly performed, he shall inform Twentify as soon
as possible and
in this case, Twentify has a right to terminate this Agreement
and suspend his membership;
e.
He shall make necessary notification to Twentify immediately in case any kinds of unauthorized
access to, loss or theft of or breach in respect of the data;
f.
He shall not disclose processed personal data to
others contrary to provisions of the applicable law, not use other than purpose
within the scope of Task and Activities.
V.
Other
Prohibited Types of Use of the Software
V.1 Transfer, distribution,
recovery and storing of any and all kinds of unlawful data and materials are
prohibited. This prohibition, without any restriction, prohibits the User from conveying
and/or spreading the following via the Web Portal.
a. Data
infringing, damaging or manipulating intellectual property, publicity and
privacy rights of third parties or rights and legal obligations of Internet
service provider and subscribers;
b. Contents or data,
defined as, damaging children or infringing private lives and advertisement
rights of third parties, involving illegal contents or data or harassing,
forcing, derogatory, libelous, threatening, immoral, obscene, discriminating,
of political view, religious comment or speculative comments, involving unfair
or hateful contents or harmful contents for children or contents to be conveyed
and spread harming reputation of Twentify or third
party service providers of it or its Customers, all as determined according to
the sole discretion of Twentify;
c. Any and all
kinds of illegal content or data involving drugs (heroin, cocaine etc.),
pornographic material, crime, violence or hate;
d. Software
products, including viruses, trojans etc., aiming to damage the system and
data, to steal personal data and/or any other types of data from the system;
e. uncertain,
wrong or wrong router information or content;
f.
Any and all kinds of content that make Twentify, providers of Twentify
or any other third parties liable;
V.2 It is
prohibited to send all kinds of undesired e-mail messages (“spam”), short
messages, instant messages or illegal and inappropriate social media
messages.
V.3 It is
prohibited to use the Web Portal for sending spam messages or other repeated or
undesired messages illegally and to carry out activities preventing running of
the Web Portal within its intended purpose or exceeding capacity limit of Web
Portal.
V.4 It is
prohibited for Users to have the accounts of third persons, unauthorized access
to computer resources of third persons and/or to change data as to its
identity, under its account, with misleading data or completely different data.
It is prohibited for persons to send any kind of messages and communicate in
electronic way, deviating from the intended purpose of the Web Portal. It is
prohibited to change source IP address in order to make the account look like the
account of another person or to use a fake title and account. It is prohibited
to conduct activities in order to block access of another person to the Web
Portal, service or the Internet. In addition to these, it is prohibited to
announce data or content of another person or to announce data or content
without authorization.
VI.
Rights of Twentify
Twentify shall have right to enjoy rights stated below,
without showing any reason, at any time and in any manner.
VI.1 Twentify shall have the right to install, download,
record, remove, archive, use, collect, analyze, process, amend, reproduce,
spread, share, disclose, sell, transfer, cooperate with third parties,
synchronize with devices and conduct other similar activities on any and all
kinds of contents owned or provided by the User provided that rules of personal
data protection are followed.
VI.2 Twentify shall have the right to install cookie,
software, program and similar data into all devices, on which the Web Portal
has been installed, belonging to the User and to update the installed items.
VI.3 Twentify shall have the right to not to involve the User
in some of the Tasks and Activities and to amend, restrict, cease, terminate,
cancel and take similar actions regarding this Agreement, Web Portal, User
Account, Tasks and Activities.
VI.4 Within the
scope of this Agreement Twentify will notify the Tasks,
requested by the Customers, to the User only for the purpose of rendering of
the Service to the Customers. To the extent permitted by applicable law, Twentify shall have no liability as to Web Portal, Tasks,
Activities, Customers and/or third parties.
VI.5 Twentify shall not be liable for any breakdown, technical
incompetence and malfunction, error, delay, shutdown or any similar occasion on
the Web Portal.
VI.6 Twentify shall not be liable for any act of Users,
Customers and third parties.
VI.7 Twentify, provided that its other legal rights are
reserved, shall have right to recourse to the User in order to collect the
total amount of money, paid by Twentify, and to
deduct such amount from the amount of money to be paid to the User by Twentify in the case that Twentify
is made subject to any kinds of legal, administrative and/or criminal sanction
due to acts of the User even after this Agreement expires.
VII.
Task and
Payment
VII.1
Twentify shall have
right to request any data showing that the Task has solely been performed by
the User, from the User within 2 (two) months following the date of delivery of
the results of the Task by the User. Twentify shall
have right to refrain from making Payment as to the Task to the User or request
the User to make the Payment back in the case that Twentify
has a doubt on whether the User performed the Task by itself or the User does
not provide the data as requested by Twentify within
the said period of time.
VII.2
The Task shall be deemed to have been performed by
the User only if the User carries out all instructions as to the Task, as
specified on Web Portal, and conveys information as to the Task as per Task
Data, instructions, actual situation and methods as requested to Twentify via the Web Portal.
VII.3
The Task shall not be deemed performed in the
case that Task Data provided by the User is not in compliance with instructions
given by Twentify, actual situation and methods or
Task Data has low quality and/or Task Data is not accepted by Twentify/ usable/ processable in which case the User shall
not have right to claim a right and make a claim as to the Payment.
VII.4
The User shall be entitled to have Payment for
each Task performed by the User as per this Agreement and the instructions in
the Web Portal only once.
VII.5
The User shall not request any amount of Payment
to be changed or made in cash or make similar requests or claims. The User
shall not request any modification on the Payment.
VII.6
The User shall not assign and/or transfer any
rights gained by performing tasks to third parties or allow third parties to
enjoy such rights. This excludes payments done by Twentify
to the User.
VII.7
The User shall not claim or be entitled to any
additional benefit in exchange for suggestions, comments or likes given by the
User on the Web Portal.
VIII.
Payment
VIII.1
The User, in order for the Payment to be made to
the User, shall enter into the payment information section under his profile of
Web Portal and fill in the form with the information belonging to the User,
namely identity number, address, province, mobile phone number, bank account
information, including IBAN, educational background and occupation and convey
the form to Twentify on condition that the Task is
performed and such performance is notified to the User by Twentify.
The Payment shall not be made in the case that such information is missing
and/or incorrect and correction is not made on such information by the User. The
User is responsible for keeping the information they provide up to date, and
providing updated information if it changes.
In case the User makes
request at any time as stated above, the User shall have performed the Task as
per the provisions of this Agreement and in order for the User to be entitled
for Payment, The User must have completed the Task/ Tasks worth at least $10
Canadian Dollars at any time.
VIII.2
Relevant Payment will be wired to the Paypal account specified by the User under the Web Portal
within a time period between 3 (three) days to 60 (sixty) days following the
date when the Task completion form is conveyed to Twentify.
The User can have the Payment in form of cash or in some cases as a Gift Card
from an online retailer.
VIII.3
Bank, transfer, Cargo, mail and any other similar
expenses as to the payments shall be borne by Twentify. In some cases the
User will be required to pay any 3rd party fees associated for
receiving payment.
VIII.4
The User, with respect to the completed Tasks,
hereby agrees, declares and undertakes that he shall not claim any request from
Twentify except the Payment of which relevant taxes
are deducted.
VIII.5
The User shall not be entitled to request the
Payment regarding the Tasks, performed by the User, if the user account is
closed upon request of the User or due to acts against this Agreement.
IX.
Canada Multiscreen Project
Canada
Multiscreen Project (hereinafter referred to as “Project”) is a project
where Users grant consent to voice activity detection and audio surveillance
over their phones in order for transferring the specific advertisements and
contents watched via TV, radio or any other channel and via YouTube to Kantar
Media and the Customer anonymously (as far as possible), and recording such
data accordingly (hereinafter referred to as “Fieldwork”).
IX.1 All Users
hereby agrees to upload the application via BountyApp
to their cell phones, which enables the Fieldwork.
IX.2 All Users
agree to establish a VPN internet connection to their cell phones.
IX.3 All Users
choosing to participate in this project will give consent in the beginning of
the project for audio watermarking surveillance over BountyApp
and that data obtained within the scope of the Project is transferred. Users
who do not give consent to audio watermarking surveillance will not be able to
enter the project.
IX.4 Twentify shall upload the software development kit (SDK)
belonging to the integrator, RealityMine, which is
determined by Kantar Media, to BountyApp. Inside the
mentioned SDK, transactions and phone data conducted by the Users and which are
determined in BountyApp through various code packages
belonging to RealityMine and Kantar Media are
directly transferred with the servers of RealityMine.
The data will include gender, age, education level, occupation, city of residence and whether or not the the
SDK has detected a certain watermarked ad.
IX.5 Twentify shall upload the measurement application to the Users’
phones via BountyApp which enables Users to download
and save the measurement application.
IX.6 Twentify shall
request from each User to fulfill short surveys over BountyApp
before and after the start of passive data collection in order to find out the
impact of measured campaigns to the trademark.
IX.7 Twentify shall use audio filigran
technology (audio watermark technology) which can detect filigran
inserted in the campaigns to be measured.
X.
Term of the
Agreement and Termination
X.1 Term of the
Agreement. This Agreement shall be valid and in force between the parties as
long as the User Account remains open provided that other provisions under this
Agreement are reserved.
X.2 Termination
With Just Cause. Twentify shall be entitled to
terminate this Agreement (a) by relying on justified reasons (i) if a warning is sent due to breach of the Agreement and
such breach has not been remedied within 5 (five) days following delivery of
the warning or (ii) if bankruptcy, insolvency, liquidation, and termination or
transfer for benefit of its creditors is initiated against the other Party or
(b) by giving 3 (three) days prior notice to the User provided that Payments,
belonging to the time period between the date when the termination notice is
sent and the date when this Agreement is terminated are paid. User Account will
be frozen by Twentify until the time when the next notification
is sent without paying any consideration in the cases stated above.
XI.
General
Provisions
XI.1 Relations of
the Parties. Parties are independent contractors. This Agreement does not
constitute an employer-employee relationship, partnership, franchise, joint
venture, agency or fiduciary relationship.
XI.2 No Third Person Beneficiaries. Apart from the Parties
mentioned in this Agreement, no third person beneficiaries of this Agreement
exist.
XI.3 Notifications. Twentify
may notify the User through the Web Portal, mail, telephone, facsimile, e-mail,
text message (SMS) and/or web site.
XI.4 Waiver and
Other Legal Remedies. Not exercising or delaying of exercising one of
the rights stated in this Agreement shall not constitute waiver of such right.
Unless otherwise explicitly stated herein, the legal remedies stated herein,
are regulated non-exclusively in addition to the legal remedies regulated
in the law or legal remedies anticipated equitably.
XI.5 Severability. In case any
of this Agreement’s provision is found illegal by an authorized court, this
provision will be amended by the court and it will be interpreted in the way of
the provision’s main purpose, to the extent permitted by law. Besides, the
remaining provisions of the Agreement shall stay in force.
XI.6 Transfer. The User
shall not transfer its rights or obligations, stated herein, by operation of
law or other way, without the prior written consent of Twentify.
Twentify has the right to assign at its sole
discretion.
XI.7 Applicable Law. Turkish Law
shall apply to this Agreement and this Agreement shall be interpreted according
to Turkish Law.
XI.8 Dispute
Resolution. To the extent permitted by law, Istanbul Courts and
Execution Offices are authorized by the parties in order to settle any and all
disputes arising from this Agreement.
XI.9 Force Majeure. Parties shall
not be liable for its non-performance in case the situations and causes are out
of their control or unpredictable, including but not limited to act of
god, war, terrorism, rebellion, embargo, civil or military authority’s acts,
fire, flood disaster, accident or strike, labor problems (except for the
affected party’s labors), the insufficiency of computer, telecommunication, the
Internet, Web Portal providers or hosting providers or delays in hardware,
software or power system which are not under the control of one of the parties.
In so far the Party not being able to perform its
obligation shall notify the reason of nonperformance to the other
party immediately and shall make reasonable effort to prevent the delay.
This Agreement
consists of 10 (ten) provisions, and comes into force at the time, when the
User creates its account, between the Parties.