EŞARJ MEMBERSHIP AGREEMENT

This Membership Agreement ( the "Agreement") sets forth the rules and conditions between Eşarj Elektrikli Araçlar Şarj Sistemleri A.Ş. ("Eşarj") and Electric Vehicle User (the "Member", together with the Company, jointly, the "Parties"), regarding the services to be provided by Eşarj to the Member.

GENERAL PROVISIONS

About Eşarj and Agreement

Eşarj is a company that establishes and manages charging stations for electric vehicles within the borders of the Republic of Türkiye as a charging network operator pursuant to the license it has obtained under the Charging Service Regulation (the "Regulation") published in the Official Gazette dated 02.04.2022 and numbered 31797.

This Membership Agreement, which is concluded in order for the electric vehicle user to obtain the charging service with certain advantages, has the same meaning as the "Loyalty Agreement" regulated in Article 29 of the Regulation.

Legal Information About Eşarj and its Contact Addresses :

Trade Name: Eşarj Elektrikli Araçlar Şarj Sistemleri A.Ş.

Address: Bağlarbaşı Mahallesi, Refahevler Sk. Enerjisa Apt. No: 2/1/1 Maltepe İstanbul

Tax Office: Küçükyalı Tax Office

Tax Number: 8380427892

MERSIS Number: 0838-0427-8920-0012

REM Address: esarj@hs03.kep.tr

E-mail address: info@esarj.com

Call Center: 444 83 03

ACCESSION TO MEMBERSHIP, THE BEGINNING OF THE ENTRY INTO FORCE OF THE AGREEMENT

The Member complete the steps regarding the membership application in the mobile application platform, and when they check the box next to the phrase "I accept the Membership Agreement" and click the last button necessary to become a member, they are deemed to have applied for membership and accepted the content of this Agreement. With this acceptance, the relevant applicant is deemed to have gained the title of "Member". If the Services (defined below) are used by a user from a Member user account, without being a Member, in each use, the relevant non-Member user shall be deemed to have read this Agreement and accepted it with all its conditions, and shall be subject to the rights and obligations of a Member under this Agreement.

Upon the entry into force of the Agreement, the Member will be able to receive charging services from all charging stations connected to the Eşarj network and open to the public with the RFID Card (Eşarj Card) to be given to him/her, Eşarj mobile application (that can be downloaded free of charge from Eşarj's website and related channels) or other methods that Eşarj may offer. Eşarj reserves the right to make changes in applications such as mobile applications and/or the Eşarj Card used during the provision of the Service, add new applications, and/or remove them.

The conclusion of the Agreement does not mean that the Member gives any commitment to receive the Services. The Member is not obliged to receive Services even if his/her membership with Eşarj continues.

The Member accepts and declares that he/she has been informed about the Service, conditions, tariff, payment, right of withdrawal, and termination of the Agreement, and all other provisions of the Agreement and that he/she has been fully informed about the Agreement.

SERVICES

Eşarj offers service(s) (the "Service(s)") to the Member allowing them to charge their electric vehicles at Eşarj's station network. The Member will be able to use Eşarj's mobile application and/or Eşarj Card to be delivered to him/her by Eşarj while receiving the Service.

The Member will be able to track static information (location, working hours, technical specifications, etc.) and dynamic information (price information, availability of the station, etc.) about charging stations where they can charge their electric vehicles and which are operated and/or made available by the Eşarj from the Eşarj'ın website, the mobile application it offers, and the Free Access Platform, which was created by EMRA to enable real-time monitoring of all existing charging stations, provides real-time data of charging stations, and enables data exchange and other transactions through standard protocols and interfaces, and - if available and technically possible - from the navigation system on the electric vehicle that the Member uses and transmits its information to the Eşarj during the membership application. Eşarj is responsible for the accuracy of this information as of the moment that it is provided, but is not responsible for changes in this information, in particular, after this information is provided, Company is not responsible for any damage, and/or loss that may be incurred by each Member when the conditions have changed when they reach the charging station that they have chosen. In particular, Eşarj shall not be responsible in any way for providing access to the point where the relevant charging station is installed, which is contained in the static information. Eşarj's liability for damages that the Member may incur during the provision of the Services and/or while using the Services is limited to the events and direct damages that are directly under the control of Eşarj and caused by the fault of Eşarj.

TARIFF AND PAY SYSTEMS

Current agreement charging service unit prices and discount rates are available on Eşarj's website and mobile application. Eşarj reserves the right to unilaterally change the charging service unit prices, discount rates, and other terms and conditions of this Agreement.

Charging service unit price may be applied to the Member with a discount in accordance with the provisions of the relevant legislation and EMRA decisions. The charging service price is calculated by multiplying the unit price determined in TL/kWh including all taxes by the amount of kWh energy supplied to the vehicle.

Eşarj may offer one or more of different payment systems to be used by the Member. If more than one system is offered, the Member may select the system of his/her own choice.

In cases where the payment system is a credit card, the service fee payment is made through the payment institution with the credit/debit card provided by the Member in the payment section of the website or mobile application according to Eşarj's guidance. In this context, the credit card information is not stored by Eşarj. Member's card information is stored by authorized payment institution(s) that provide secure payment. Eşarj reserves the right to change the payment institution it works with.

If a fee is charged within the scope of the reservation service offered to the user, this fee will be refunded after the user receives the charging service within the scope of the relevant reservation.

RFID CARD (EŞARJ CARD)

Eşarj may send Eşarj Card to its Members so that they can initiate the charging process at the stations. Eşarj reserves the right to remove the Eşarj Card application, make changes, or introduce new applications.

If the Member's Eşarj Card is lost or stolen, the Member is obliged to deactivate the card immediately via Eşarj's website or mobile application, or contact Eşarj via the communication channels specified in Article 1.2. and request the cancellation and deactivation of the Eşarj Card. The Member shall be responsible for all transactions to be made with Eşarj Cards for which no notification has been made.

EŞARJ MOBILE APPLICATION

With Eşarj's Android or IOS mobile application, the Member can get information about the locations of the stations and tariffs, start & end the charging process and pay for the charging service with the registered credit card. He/she can also benefit from other services offered/to be offered by Eşarj.

GENERAL RULES

The Member represents and warrants that all information provided while using the Services and/or logging in and/or signing up to Eşarj's system is always complete, true, and up-to-date in all respects.

The Parties have mutually agreed that Eşarj will not be liable if the Services cannot be fully and completely provided and/or if there is an interruption in the Services, in incidents arising from the ordinary course of and/or due to situations that may arise independently of Eşarj (such as a power outage, connection problems) in relation to the technical infrastructure of Eşarj.

Eşarj has the right to freely determine the service fees to be applied in return for the Services. In this context, the Member shall be able to track the service fees to be applied before each Service purchase while using the Services from Eşarj's website, mobile application, and Free Access Platform, but in any case, the Member shall be considered to be aware of the service fees that are related to each Service that he/she will receive. The same considerations apply to overdue interest as well. The member warrants that he/she will pay the cost of the Services on time. For the service fees that are not paid on time, interest rate determined according to Article 51 of the Law on Procedures for Collection of Public Receivables No. 6183 shall be applied for each day of delay without further notice. In these cases, Eşarj reserves all of its legal rights including set-off.

It is possible for Eşarj to apply different prices, promotions, and other benefits and offer different Services to different Members. The Parties agrees that the Services to be received by each Member from Eşarj and the prices and other conditions to be applied to each Member by Eşarj may differ at the sole discretion of Eşarj.

In the event of a dispute concerning the identity of the party referred to as the "Member" in the Membership Agreement, the individual who owns the mobile phone number at the time of establishing the Membership Agreement shall be considered as the owner of the membership account and the party referred to as the "Member" in the Membership Agreement. Accordingly, transactions shall be carried out in accordance with this determination.

The "Member" shall not grant permission for third parties to utilize the information shared during membership registration and the created "Account Information." The "Member" may update membership information through the application or the call center channel at any time. The responsibility for information updates lies solely with the "Member." "Members" who enable the use of their membership or profile by third parties acknowledge, declare, and undertake that all transactions carried out with the mobile phone number specified in the "Membership Information" and the "OTP Code" sent to this number have been performed by themselves. They accept that they will not raise any objections or claims stating that they did not perform these transactions and will not avoid fulfilling their obligations based on such objections or claims. Therefore, the "Member" cannot make any claims against Üye Eşarj for any damages suffered.

The "Member" personally assumes responsibility for the acquisition and use of their membership information, passwords, and usage rights that can be attributed to their account by third parties. They shall also be held personally responsible for all transactions carried out with the mobile phone number specified by the "Member" for their membership and the "OTP Code," unless they inform Eşarj about the incident. The "Member" acknowledges that failing to notify Eşarj about such situations could potentially expose them to risks and that Eşarj holds no responsibility for any damages or losses the "Member" might incur in such circumstances. In any case, the "Member" agrees that the security, storage, and separation from third-party knowledge of the elements and tools (such as username, password, and phone number) used to access the Services are entirely their responsibility to make use of the Services.

Eşarj shall not be liable for any inability to receive Services and/or damages that may occur due to vehicle-related or traffic conditions, such as the charging systems of the Member's vehicle not working properly and in a way to receive the Services, as well as the Member's vehicle being stranded on the road due to insufficient charging and other situations.

The Member declares and undertakes not to engage in any transaction or action that may abuse or disparage the Services offered by Eşarj and that may provide any benefit to themselves or third parties.

The Member benefiting from the Services agrees to use the Services in accordance with the law and its purpose and that he/she bears the legal responsibility for every transaction and action he/she takes within the Services. Eşarj cannot be held directly or indirectly responsible in any way whatsoever for any transaction, action, and/or activity carried out by the Member in violation of this Agreement and the applicable legislation in relation to the Services. In such a case, if Eşarj makes any payment to any person for any reason, Eşarj reserves the right of recourse to the relevant Member for all legal claims, including interest and compensation.

The Member agrees not to reproduce, copy, distribute, or process existing pictures, texts, visual and audio images, video clips, files, databases, catalogs, and lists within the elements that may be available on Eşarj's website, mobile application, and other platforms in a way that may constitute an infringement of the real or personal rights and assets of Eşarj and/or a third party.

In case of changes in personal/corporate information such as Name, title, email address, mailing address, billing information, etc., the Member agrees and declares that he/she will update the relevant information on Eşarj within a maximum of 10 days after the change. In case the information is not updated in a timely manner, all responsibility belongs to the Member.     

In the event that Member does not withdraw his/her vehicle from the station for any reason following the notification at the end of the charging period, Member accepts and undertakes that he/she is obliged to pay the additional fee to be calculated according to the time the vehicle remains at the station, without prejudice to the rights to surplus.

The Member is obliged to perform the charging process in accordance with the legislation and the specific rules of the location of the Station.

Before each use of the charging stations, the Member is obliged to carry out the basic safety checks that are listed in this article. Member accepts and undertakes not to use the station in the absence of any of the following conditions, including but not limited to:

a.  The charging station is “available for use” (in green) on the map at the time of use.

b.  There is no warping, breakage, or damage to the end of the charging cable.

c. There are no signs of damage, malfunction warnings, or other clearly visible mechanical problems at the charging station.

d. The absence of safe charging conditions, such as infrastructure work, malfunction, fire, or not being in working hours, in a way that can be easily detected by eye at the charging station where the service is requested to be received

If Member detects any problems at the station during the checks that are listed in article 7.13, he/she will disconnect the charger, take the necessary precautions and immediately inform Esarj via the mobile application or by calling 444 83 03 phone number.

During the use of the Services, the Member is responsible for the damages that the Member, Eşarj, and/or third parties may suffer due to their behavior contrary to the Member's obligations in the Agreement and legislation, precedents, and/or fault or negligence.

The Parties agree and declare that the Charging Stations will provide service within the hours specified on the website and mobile application and that Eşarj has no obligations to the Member other than these hours.

If there is a difference in the ownership/other use, and Member information of the vehicles that are registered within the scope of membership of Members who are a party to this Agreement, Member shall notify within 5 (five) business days to remove Member from the scope of membership.

RIGHT OF WITHDRAWAL AND TERMINATION OF THE AGREEMENT
 The MEMBER may withdraw from the Agreement within 14 days from the effective date of the Agreement, provided that he/she has not yet benefited from the Services subject to the Agreement, with the attached Withdrawal Form to be delivered to Eşarj through any of the communication channels written in Article 1.1 of the Agreement or with a clear written statement stating his/her decision to withdraw.

 The Member has the right, at its sole discretion, to terminate his/her membership and this Agreement at any time, without giving any reason and without paying any compensation, without prejudice to his/her responsibility to pay all debts to Eşarj, and stop receiving Services. In order for the Member to terminate his/her membership, it is necessary and sufficient to inform Eşarj about this issue by using the communication facilities in the "Contact" section on Eşarj's website, esarj.com, or via mobile application.

Eşarj has the right, at its sole discretion, to terminate the Member's membership with Eşarj and this Agreement and stop providing Services to the Member at any time, without giving any reason and without paying any compensation.

If it is determined that the Member acts in violation of this Agreement, Eşarj has the right to terminate the Agreement and stop the provision of the Service, without prejudice to its right to claim all damages and other legal claims.

In order for Eşarj to terminate the membership of the Member, it is necessary and sufficient for Eşarj to notify the Member by using any of the contact information that is provided by the relevant Member to the Eşarj.

PRIVACY POLICY and PROTECTION OF PERSONAL DATA
 

Eşarj shall use the information that is provided to it by the Member to verify identity, provide customer support, inform the Member about campaigns and products if approved, and give various gifts to the Member (with or without sweepstakes, at Eşarj's choice and discretion) and serve the Member in other matters related to the Services, and shall store this information on secure servers.

Eşarj cannot use the information, that is provided to it, in a way that can be associated with any relevant Member, in any way, and for any purpose other than the usage and purposes that are listed in the Privacy Notice that is submitted to Member under this Agreement and related to the processing activities, and cannot sell, rent, or market to any third party and/or institution and cannot make any economic gains on this information.

The Parties also agree and undertake that they will act in accordance with the provisions of the Personal Data Protection Law no. 6698 (“KVKK or the Law”) regarding the processing, protection, and storage of the personal data that they obtain from each other, that the data to be processed and/or transferred to each other is obtained in accordance with the law, that the appropriate level of security regarding data protection will be ensured, and necessary administrative and technical measures will be taken, that the data will be processed in a limited and measured manner only in accordance with the agreement and for the purpose of fulfilling the business and legal obligations, that the data shall not be transferred to other people in the country or abroad without legal compliance reasons (except for the transfer to the group Eşarj entities to which the Parties are affiliated, provided that the conditions that are stipulated by the current legislation regarding the transfer abroad are fulfilled), that they will destroy personal data in accordance with the legislation in the event that the purpose under the agreement is fulfilled or all the conditions for personal data processing within the scope of the legislation cease to exist, that they shall notify the other party in writing immediately and within 24 (twenty-four) hours at the latest in case of detection of a violation regarding the acquired data, that their employees and all assistants are obliged to comply with the Personal Data Protection Legislation and this article, that they will keep the other party free from all kinds of requests and objections that may be directed by the relevant persons, authorized institutions and authorities and other third parties, due to the failure to fulfill the obligations that are stipulated in the Law, the relevant secondary legislation and the decisions of the Personal Data Protection Board and the guidelines that are issued by the Board (together referred to as the 'Personal Data Protection Legislation'), including all kinds of works and transactions to the contrary and the obligation to inform, and that they shall be responsible for the damage caused due to the execution of a transaction contrary to the Personal Data Protection Legislation, but not limited to the ones listed here. Those specified in this article and the confidentiality obligation of the parties shall remain in effect indefinitely after the termination of the services agreed under this Agreement or other agreements between the Parties.

INTELLECTUAL PROPERTY

All elements of all platforms and tools that are used by Eşarj while providing the Services, including but not limited to, the design, text, image, html code, and other codes, shall belong to the Eşarj or Eşarj has legal and/or contractual rights over them. The Member may use the Services, Eşarj's information, and Eşarj's copyrighted works that are listed above, only during and in connection with the purchase of the Services from Eşarj, and other than that, may not use them for any commercial or other purposes. The Member may not use, modify, reproduce, distribute, or create derivative works of the above-mentioned copyrighted works of Eşarj without the permission of Eşarj.

All rights to all property, real and personal rights, commercial information, and know-how, including all kinds of material and intellectual property rights, regarding the Eşarj's Services, information, copyrighted works, trademarks, commercial appearance, or presentation or promotion of the Services or in any way related to the Services, are reserved.
 

AMENDMENTS TO THE AGREEMENT

Eşarj may change this Agreement unilaterally and at its sole discretion, without being subject to any conditions, permission, and/or approval, at any time that Company deems appropriate, by announcing it on its web page, application, and/or other platforms. The amended provisions of this Agreement shall automatically take effect on or after the date that they were announced, upon the Member's use of the Services, without the need for any other transaction, and the remaining provisions shall remain in force and shall continue to have their provisions and consequences.

FORCE MAJEURE

 In all cases that may be considered force majeure, Eşarj is not liable for the late or incomplete performance or non-performance of any of its actions determined by this Agreement. These and similar situations shall not be deemed as delay, incomplete performance or non-performance, or default for Eşarj, or any compensation shall not be claimed from Eşarj for any reason, of any kind, and under any name for these situations. The term "force majeure"; is considered as events beyond the reasonable control of Eşarj, including but not limited to natural disasters, epidemic diseases, riots, wars, strikes, communication problems, infrastructure and internet failures, power outages, bad weather conditions.

EVIDENTIAL AGREEMENT
 

The Member, in case of disputes that may arise in connection with the Services, accept that electronic records and system records, commercial records, ledger records, microfilm, microfiche, and computer records that are kept by Eşarj in its database or servers, shall constitute reliable, binding, definitive and exclusive evidence; shall release Eşarj (and its representatives) from the oath, and that this article is in the nature of an evidential agreement within the meaning of Article 193 of Code of Civil Procedure.

SETTLEMENT OF DISPUTES

The Member may notify Eşarj of its requests and complaints under this Agreement by using the communication channels in Article 1 of the Agreement.

Turkish Law shall govern the implementation and interpretation of this Agreement and the legal relations arising within the scope of this Agreement, and Istanbul (Çağlayan) Courts and Enforcement Offices are authorized in case of any dispute arising or to arise within and/or in connection with this Agreement in respect of the Members not covered by the Law on the Protection of the Consumers No. 6502. For Members within the scope of the Law on the Protection of the Consumers No. 6502, the Consumer Arbitration Committee or the Consumer Court in places, where the Member's residence is located, shall be authorized to resolve legal disputes based on the amount of the dispute.

MISCELLANEOUS

The Member agrees that he/she has sufficient time to read the Agreement. When the Member approves the Agreement electronically, he/she shall be deemed to have accepted all articles of the Agreement.

Following the approval of the Member, a copy of the Agreement shall be sent to the Member via a permanent data storage device (e-mail).