TalentGrid User Agreement

1. Parties

1.1. This User Agreement (the “Agreement”) is entered into by and between TG İstihdam Danışmanlık Hizmetleri Anonim Şirketi, a taxpayer with the tax number of 8430660190 registered to Beşiktaş Tax Office with its head office in Nisbetiye Mahallesi Gazi Güçnar Sokak Uygur Apartmanı No:4/2 Beşiktaş/İstanbul (“TalentGrid”) and the person who utilizes the platform on the website of talentgrid.io managed by TalentGrid (this website and the platform hereinafter shall be referred to as the “Site”) and/or uses the Site (the “User(s)”) (TalentGrid and the User shall be individually referred to as a “Party” and jointly as the “Parties”).

1.2. Each user is deemed to have accepted and approved this Agreement by becoming a member of the Site. Thus, each User who is a member of the Site, accepts to be liable with the obligations set out for him/her under the Agreement, as a Party to this Agreement.

1.3. The User is also deemed to have accepted all kinds of notices made by TalentGrid to specific or all Users through the Site or their contact information, by approving this Agreement (and thus becoming a Party to this Agreement). TalentGrid has the right to unilaterally change the process, terms and conditions of all services provided on the Site at any time. In case that TalentGrid makes such a unilateral change, it may announce this through the Site or it may communicate this to specific or all Users. This announcement and (if applicable) notice/notices are deemed to have amended the rights and obligations of the User under this Agreement. However, TalentGrid is not obliged to notify or announce such a unilateral change. It is the User’s obligation to follow the Site and track the changes made.

1.4. TalentGrid may unilaterally amend this Agreement at any time. If TalentGrid amends the existing Agreement on the Site, it shall become binding for all Users. TalentGrid has no obligation to announce such a change, it is the Users’ obligation to follow the latest version of the Agreement on the Site.

2. Subject of the Agreement

This Agreement sets forth the rights and obligations of the Parties related to the Service (as defined in Clause 3 below) provided by TalentGrid to the User through the Site and also the use of the Site by the User.

3. The Service Provided by TalentGrid

3.1. TalentGrid aims to support the employment of the Users through the Site. Within this scope, TalentGrid shares various job adverts with the Users it deems appropriate in accordance with the Users’ qualifications and preferences by comparing the job adverts shared with TalentGrid by the agreement companies (the “Company” or the “Companies”) with the information on Users and matching those which are appropriate (the service TalentGrid aims to provide through the Site in this manner hereinafter shall be referred to as the “Service”).

3.2. For the avoidance of doubt, TalentGrid has no obligations regarding providing the Service (or providing the Service in a specific manner), TalentGrid provides the Service only in the circumstances and in a manner it deems appropriate at its own discretion, it does not promise any results.

4. Use of the Site by the User

4.1. The User shall give the true and authentic information and content when giving/uploading information belonging to him/her to the Site and TalentGrid, through the Site (forms on the Site etc.) and -if applicable- upon TalentGrid’s special request (via email, phone call and/or other media), such information and content shall comply with the law and ethics, shall not be imperfect or misleading, shall not violate third parties’ rights, shall not contain illegal statements such as insult, calumnious statements, statements exceeding criticism, disturbing statements, harassment, threat, humiliation. Any information given by the User in this way shall not violate any rights of a third party (including but not limited to all personal rights, all intellectual and industrial property rights), all contact information given by the User shall be up-to-date and shall belong to the communication channels he/she uses regularly.

4.2. The User is also obliged to update all information uploaded to the Site and/or shared with TalentGrid when necessary. Within this scope, the User shall update his/her changed information on the Site and shall ensure that all information is true and up-to-date at all times.

4.3. The User is liable for all kinds of operations and transactions he/she makes by using the Site or through the Site. Within this scope, the User has all legal, administrative and criminal liability for the operations and transactions he/she makes by using the Site or through the Site.

4.4. TalentGrid has the right to refuse the membership request of any person, suspend and/or terminate the membership and User status of any member User at its own discretion, without the need of any notification period and without bearing any indemnity obligations. TalentGrid has no obligation to give any justification when making these operations and transactions. TalentGrid may request additional information and/or documents from a User for maintaining his/her User status or set forth specific conditions, if it wishes.

4.5. Although TalentGrid does not need any justifications to suspend or terminate the Site membership and User status of a User, TalentGrid will probably -at its sole discretion- suspend or terminate the Site membership and User status of a User upon detecting the following cases: (i) the breach of the terms of this Agreement by the User, or TalentGrid’s suspicion on such an action -at its sole and free discretion-, (ii) inaccuracy of the information given by the User about himself/herself (the information on the User, his/her past, and experiences and contact information are also in this scope), (iii) any complaint or negative comment regarding the User by any other User, Company or third party.

4.6. The User shall not transfer his/her account, username, profile created on the Site or any other item used on the Site to other persons or bring them into use of other persons.

4.7. The User is personally liable for the security, management and the use of his/her membership account on the Site, and information on the username, password, security questions related to this account (and additionally, all information uploaded to the Site and/or sent to TalentGrid, information registered to his/her User account). The User shall not share the information on his/her User account, username and password with third parties. The User is liable for all actions taken with the User’s account and additionally all actions taken with the User’s username and password, the User declares and accepts that these actions shall be deemed to have been made by the User, and the User shall be personally liable for these actions even though these information (the User account, User’s username, password, security question/information etc.) are used by any third parties -within or without the User’s knowledge and/or consent-. The User shall continue to be liable for the actions made with the User’s account, username and/or password even if the User’s username and/or password is missing or is used by other persons without permission. Within this scope, the User shall immediately inform TalentGrid if his/her username and/or password is missing or any suspicious actions have been taken (including but not limited to, for example, there are logins/actions the User has not made himself/herself) (this Clause applies to all information on username, and information that may be used for changing the username and/or password).

4.8. The User declares and undertakes to TalentGrid that he/she will comply with (i) the law, ethics, customs, (ii) all rules published on the Site, (iii) this Agreement, (iv) all rules shared with himself/herself, all Users or specific Users by TalentGrid, in all operations and transactions he/she makes before the Site, on the Site and using the Site and all operations and transactions made with third parties contacted through the Site (including but not limited to all communication with other Users and Companies, all operations and transactions made with other Users and Companies).

4.9. The User, declares and undertakes to TalentGrid that he/she shall avoid all actions that may harm the Site, the operation of the Site or TalentGrid, or third parties and he/she shall not violate third parties’ rights in all actions and transactions before the Site, on the Site and/or using the Site and all actions and transactions made with third parties contacted through the Site (including but not limited to all communication with other Users and Companies, all operations and transactions made with other Users and Companies).

4.10. The User declares and undertakes that he/she is over 18 years old by becoming a member of the Site.

4.11. The User declares and undertakes that (i) he/she shall compensate all losses incurred by TalentGrid if any, (ii) he/she shall immediately pay all amounts (damages, penalties etc.) that TalentGrid paid in result of a sanction applied by a third party or a private or administrative institution/organization, any public authority, or demands on TalentGrid, without the need of any notice or payment order or court ruling and he/she shall compensate all losses incurred by TalentGrid; due to any breach by the User of his/her obligations under this Agreement or violation of any notices, rules or terms published on the Site or violation of any notices, rules or terms communicated by TalentGrid to specifically himself/herself or multiple Users.

5. Rights of TalentGrid

5.1. The information collected through the Site and -if TalentGrid deems necessary- through the communication with the User, shall be used for providing the Service (and other services through the Site, if any). Within this scope, all kinds of information given or shared by the User or obtained from the User, may be used for the operations and transactions such as creating the User’s profile, analyzing the User’s information and identifying the job adverts appropriate for him/her, preparing reports regarding the Users in general, conducting statistical studies, preparing sectoral briefings, making all kinds of advertisements to him/her, sending messages and electronic messages containing advertisements (and other activities TalentGrid will realize in the future). Within this scope, the User declares and undertakes that he/she consents to the use of all information shared with TalentGrid for these purposes.

5.2. TalentGrid may, at any time, at its sole discretion, without the need of any justification, without any indemnity obligation, and without the obligation to notify any User (or Users)

shut down the Site for use partly or wholly and block access to the Site partly or wholly,
shut down the Site for infrastructure or maintenance work,
amend all notices, terms, conditions published on the Site and “Clarification Text regarding the Collection, Processing and Protection of Personal Data” unilaterally -in a manner that it becomes binding immediately for all Users-
change, remove, cease, make additions to and decrease/change the effects of various functions of the Site,
change, decrease, increase the scope of the Service it provides as it wishes,
start charging for the part it wishes of the Site and/or Site functions and/or the Service it provides -within the limits the legislation allows-.

The User shall personally follow all changes explained above, TalentGrid has no obligations to make any notices regarding these changes. The User is deemed to have accepted all changes on the Site, Site’s functions, Site’s terms and conditions and “Clarification Text regarding the Collection, Processing and Protection of Personal Data” by using the Site.

5.3. Although TalentGrid takes reasonable measures for protecting the information and data transmitted to it by the Users, TalentGrid has no obligations regarding the security of such information and data and also user information, usernames, and user passwords. All risk regarding the security of the Site belongs to the Users.

5.4. The User gives his/her approval to TalentGrid as the party to this Agreement pursuant to the Law on the Regulation of Electronic Commerce numbered 6563, Electronic Communication Law numbered 5809, relevant legislation and other legislation, for sending him/her all kinds of messages related to general or personalized advertisement, display, promotion, campaign, advantages; customer satisfaction surveys, sectoral research surveys and other surveys, invitation to contests, raffle, party, opening, and other events and similar commercial electronic communications and other messages/posts (through the communication channels uploaded to the Site, shared with TalentGrid or within TalentGrid’s knowledge in any other way).

6. Providing Services at TalentGrid’s Discretion

6.1. TalentGrid suggests the job adverts it deems appropriate for the User -at TalentGrid’s own discretion- to the User according the method it has determined itself, by comparing the Companies’ job adverts with the information and profile that Users have transmitted/given to TalentGrid.

6.2. TalentGrid does not make any commitments to find a job to the User. All services provided by TalentGrid (including the Service defined above) are provided at TalentGrid’s own discretion, as TalentGrid deems appropriate. Within this scope, TalentGrid may or may not match the Companies’ job adverts with the Users’ profiles at its sole discretion, it may use the methods, analyses, criteria, rules and/or applications as it wishes. TalentGrid may match the User with none of the job adverts, may suggest none of the job adverts to the User, if TalentGrid wishes.

6.3. Within this context, the User has no right to request from TalentGrid to show him/her other job adverts, to apply criteria, rules, methods, systems etc. other than the ones TalentGrid uses when matching his/her profile with job adverts.

7. Limitation of TalentGrid’s Liability, Liability of the User

7.1. As explained above, TalentGrid makes no commitments to find a job for the User. TalentGrid does not declare nor undertake that it will match a job advert with the User’s profile through the Site or Services (or through other services TalentGrid provides) or it will find a job for the User.

7.2. The Companies are independent from TalentGrid, thus TalentGrid makes no declarations nor give any undertakings on the accuracy and authenticity of the information on any job advert which TalentGrid has directed or transmitted to the User, or on the suitability of such a job advert to the User, whether the User will be invited for an interview or be hired (or even if he/she is hired, whether the job will be suitable to the criteria he/she wanted/predicted). Likewise, all relations between the Company which gave the job advert that TalentGrid had directed or transmitted to the User, and the User are independent from TalentGrid and the User may not make any demands on TalentGrid under any name due to any work, transaction, act, legal or illegal actions, torts etc. between the Company (or any third party in question) and the User.

7.3. Within this scope, TalentGrid has no obligations to make research on the accuracy, authenticity, effectiveness of the job adverts transmitted to it or of which it has been informed in any other way; reliability, reputation, past employment relationships of the Companies or third parties who gave the job adverts, compliance of their actions with the law, complaints or comments against them. In case there is any comment, criticism, explanation, complaint or other information regarding any employer, Company or other third parties on the Site (or TalentGrid has transmitted these to the User in any way), TalentGrid shall not be liable for the accuracy, authenticity, completeness etc. of such comment, criticism, explanation, complaint or other information; the User shall not make any demands on TalentGrid under any name due to such comment, criticism, explanation, complaint or other information (or due to not sharing, reminding, pointing out them to the User).

7.4. TalentGrid shall not be liable for any direct or indirect damages that may be caused due to the Site or the use of the Site or utilization of the Service (or any other services TalentGrid provides). Thus, TalentGrid is not liable for any direct or indirect damages that may arise due to the use of the Site by third parties.

7.5. TalentGrid is not liable for any direct or indirect damages that may arise due to not providing the Service (or any other services TalentGrid provides) completely or in full, providing them incorrectly or defectively; loss, erasure or misregistration of User information, not transmitting any communication or message or information that should have been transmitted.

7.6. TalentGrid is not liable for any direct or indirect damages that may arise due to the reasons such as data theft, other thefts, processing information and data without permission, being affected by computer virus due to the use of the Site or utilization of the Service (or any other services TalentGrid provides). TalentGrid may transmit all kinds of information of the Users to the official authorities which request them, without any limitations.

7.7. TalentGrid is not liable for any direct or indirect damages that may arise due to the use of the Site or entering the websites of which the links are provided on the Site (or placed in the links that are transmitted by TalentGrid). The User accepts, declares and undertakes that TalentGrid may not be able to control the websites, content, files, platforms etc. that are located in the links provided on the Site or transmitted by TalentGrid, and that TalentGrid does not have any liabilities regarding the websites, content, files, platforms etc. (and services and products provided through these) owned/managed by third parties.

7.8. TalentGrid does not declare nor undertake that any information provided on the Site or within the scope of the Service (or any other services TalentGrid provides) is true or complete or accurate. TalentGrid does not declare nor undertake that the Site and the properties, content, functions on the Site are true or complete or will bear any consequences. TalentGrid does not have any obligation to research whether the information provided on the Site or within the scope of the Service (or any other services TalentGrid provides) are true or not, reflect the reality or not, or whether it is legal to publish or transmit this information.

7.9. TalentGrid is not liable for any direct or indirect damages that may arise because the information which the User has uploaded to the Site or transmitted to TalentGrid or which appears on the User’s account or profile in any other way, are incorrect, deficient, or false. All liability regarding such information is owned by the User.

7.10. All liability arising from the information uploaded to the Site by the User, or transmitted to TalentGrid by the User or information appears on the User’s account or profile in any other way, all kinds of content, comment, information etc. input by the User through the Site, shall belong to the User and if TalentGrid incurs any losses due to these, it shall recourse such loss to the User.

7.11. Information, comments, criticism belonging or related to the User may be shared on the Site or other channels by TalentGrid or third parties and the User gives his/her approval in advance to sharing such, the User shall not make any demands on TalentGrid under any name due to these, TalentGrid shall not be liable for any direct or indirect damages arising from these.

7.12. The User accepts and declares in advance that TalentGrid has no liability regarding any problems, connection quality etc. the User may face due to his/her access to the Site, and that TalentGrid does not make any declarations or give any undertakings regarding the access to or access quality of the Site.

7.13. In the case that third parties illegally interfere in the Site, access the Site without permission, the Site or the Users/Users’ computers, mobile phones, tablets or other devices due to the Site are infected with a computer virus, cyber-attacks against the Site takes place or various data is stolen from the Site, TalentGrid shall have no liability due to these circumstances and the User shall not make any demands on TalentGrid under any name due to these circumstances, the User shall not request damages from TalentGrid for the losses he/she has incurred due to these circumstances. The User is obliged to take all necessary measures to avoid damages to his/her computers, mobile phones, tablets and other devices from the cases listed in this Clause 7, protect them from viruses and other harmful software.

8. Personal Data Protection, Cookie

8.1. TalentGrid shall comply with its obligations stated in the Personal Data Protection Law numbered 6698 (the “PDPL”), “Clarification Text regarding the Collection, Processing and Protection of Personal Data” of which the link is provided on the Site shall apply in this respect and the clarification text in question shall be deemed as an integral part of this Agreement.

8.2. The User declares and undertakes that all informing and enlightening, regarding the collection and processing of personal data belonging to the User, mandatory as per the PDPL and other legislation have been made to him/her by TalentGrid.

8.3. TalentGrid may place cookies or codes that aim to analyze the User’s data and transactions (javascript codes or other codes) or similar data for tracking/following the User’s computer when the User uses the Site or visits the Site. Such cookies, codes and data do not contain personal data, they contain the information that aims to ease the User’s utilization of the Site.

9. Intellectual Property Rights, Use of the Site

9.1. The User accepts, declares and undertakes in advance that all intellectual property rights on all software, content, designs, texts, logos, images, imagery, graphics, charts, plans, diagrams and other elements on the Site or the infrastructure of the Site (all of these shall be referred to as the “Work(s)”) and the database concerning the Site (all intellectual property rights regarding the Works or the database and other intellectual property rights of TalentGrid shall be referred to jointly as the “Intellectual Property Rights”).

9.2. The Intellectual Property Rights shall not be violated in any case by the User or third parties. In this context, all transactions that exceed the reasonable use of the Site and copying, duplication, publicizing, processing and other uses shall be deemed as the violation of the Intellectual Property Rights.

9.3. The User declares and undertakes to TalentGrid that he/she shall not use any software that may damage the Site, act in a way that may damage or threaten the functions or security of the Site, attempt to access any information, data on the Site that he/she does not have the right to access, act in a way/attempt to threaten the security or damage the other Users of the Site or their information.

9.4. The User shall in no case practice reverse engineering concerning the messages, posts, applications and other elements of the Site or TalentGrid, shall not have unauthorized access to the Site or the Site servers.

9.5. In case the User is enabled to comment or make a statement regarding third parties, a User or Company on the Site (TalentGrid has no obligations in this context), the User shall not share any political content, pornographic content, illegal or unethical content, any advertisement, display or commercial communication, any link to the content, file, page or other elements owned by himself/herself or third parties, in such comment or explanation.

9.6. The User shall not use the Site for any commercial or other purposes other than his/her own employment; he/she shall not use the Site for collecting information on the Companies or the operation of TalentGrid, shall not use the information he/she obtained regarding the operation of the Site or TalentGrid and other information he/she obtained due to his/her membership, for his/her own benefit or third parties’ benefit; shall not share these information with third parties.

10. Entry into Force

10.1. This Agreement shall enter into force and be binding for the Parties upon the reading and approval of this Agreement when the User is becoming a member of the Site.

10.2. TalentGrid may accept any person as a User or may not accept any person to membership, it may also cancel or suspend this status (the Site membership) of any person who has been accepted as a User, at any time (at its own discretion, without the obligation of any indemnity or notice).

10.3. As explained above, TalentGrid may

shut down the Site for use partially or wholly,
change the Site as it wishes,
block all access to the Site,
block or suspend access of any User or multiple Users to the Site partially or wholly,
cancel the membership to the Site of any User or multiple Users, thus terminate the “User” status of such User or Users

at any time, at its sole discretion, without any justification, without any indemnity obligation and without the need to notify any User (or Users).

The User may also terminate his/her Site membership and thus User status as explained or stated on the Site.

10.4. Within this scope, each Party may terminate this Agreement at any time it wishes, without any justification and without any indemnity obligation. In this context, provided that the termination is done by the User, the User may send the termination notice via email (stated on the Site) to TalentGrid; provided that the termination is done by TalentGrid, TalentGrid may send the termination notice via any contact channel which the User has shared with/informed of TalentGrid or uploaded to the Site, verbally or in written form or electronically (electronic message, email or other electronic methods).

10.5. As explained above, the other Party cannot request any indemnity, any claim under any name from the terminating Party due to the termination of the Agreement. However, TalentGrid’s indemnity right arising from reasons other than termination and Clause 10.6 and 10.7 are reserved.

10.6. In the case that the membership and the User status of a User is terminated (this termination may be a result of the User’s own request or TalentGrid’s operations or transactions), the liability of the User for the operations and transactions he/she realized during the period he/she was a member (and/or had a User status) shall not be affected, all liability of the User for this period shall continue.

10.7. Within this scope, the User shall continue to be liable for the operations and transactions he/she made with his/her user account, username and password on the Site, and in the case that TalentGrid incurs any losses due to the operations and transactions the User has made during his/her membership (or operations or transactions he/she made with third parties after the membership is terminated), User’s obligation to compensate all damages of TalentGrid shall continue.

11. Miscellaneous

11.1. The notices between the Parties related to this Agreement shall be made in accordance with this Clause. Within this scope, in case any notices are made to TalentGrid by the User, the User may send the notice via email (stated on the Site) to TalentGrid, in case the notice is made to the User by TalentGrid, TalentGrid may send the notice via any contact channel which the User has shared with/informed of TalentGrid or uploaded to the Site, verbally or in written form or electronically (electronic message, email or other electronic methods). All contact information uploaded to the Site by the User shall be binding for the User, the User is obliged to upload all changes in them to the Site immediately and also notify TalentGrid. In the case that TalentGrid sends a message/post to any contact tools/channel (in verbal, written or electronic form) of which the information is uploaded to the Site, such message/post shall be deemed to have received on the date it has been sent.

11.2. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of other provisions of this Within this scope, if any provision is invalid or unenforceable, such provision shall be deemed as null, and the valid and enforceable provision with the most similar meaning in terms of the economic consequences shall be deemed as accepted by the Parties.

11.3. No failure of any of the Parties to exercise any of their rights, and no delay in exercising any rights of the Parties shall operate as a waiver. A waiver from any of the rights shall not operate as a waiver from other rights as well. The waiver from any rights by TalentGrid shall be valid only if it notifies the User in writing (the waiver by TalentGrid with email or other electronic posts shall not be valid). The User may waive from any of his/her rights by any verbal, written or electronic posts.

11.4. As an evidential contract; all books, information, documents and physical and electronic records of TalentGrid shall constitute exclusive legal written evidence (kesin delil) between the Parties, pursuant to the Article 193 of the Turkish Civil Procedure Code numbered 6100.

11.5. This Agreement is subject to Turkish Law (the laws of the Republic of Turkey) and Istanbul (Merkez) Courts and Execution Offices shall have the exclusive jurisdiction to settle any dispute related to this Agreement and the application of this Agreement.

11.6. The User accepts, declares and undertakes to TalentGrid that he/she has read, understood and accepted all provisions of this Agreement in full, by becoming a member of the Site.