MEMBERSHIP AGREEMENT

1. PARTIES TO AGREEMENT

This Membership Agreement (“Agreement”) has been executed by and between,

(i) TAYA Yolcu Hizmetleri A.Ş. headquartered in the address “Tayakadın Mh. Ulubatlı Hasan Cd. İGA Ana Yer. Ap. N.257/3 Arnavutköy/Istanbul/Turkey” and registered at Istanbul Trade Registry Office with the registration number 150667/5 (shall be hereinafter referred to as “TAYA”),

(ii) İGA Havalimanı İşletmesi A.Ş. headquartered in the address “Yeni Havalimanı İnşaatı, İGA Yönetim Binası, Tayakadın Mh. Ulubatlı Hasan Cd. N.255, 34283 Arnavutköy/Istanbul/Turkey” and registered at Istanbul Trade Registry Office with the registration number 887174 (shall be hereinafter referred to as “İGA”), and

(iii) the Member assenting to this Agreement (shall be hereinafter referred to as “Member”),

based on the terms and conditions written below.

Member, TAYA and İGA shall be hereinafter individually referred to as “ Party” and collectively as “Parties”.

2. DEFINITIONS

Disclosure

:

Shall mean the text prepared for the purpose of processing the personal data pertaining to our guests, as TAYA and İGA, both to the individuals as well as to the personnel, employees or agents of our corporate and institutional guests in compliance with the Constitution of the Republic of Turkey and the international treaties on human rights which our country is a signatory of, as well as the applicable legislations, Article 10 of the Law No. 6698 On Protection of Personal Data and effective exercise of the rights by the relevant parties whose data are being processed, where such text ensures that all personal data shared with TAYA and İGA are processed lawfully in connection and proportion with our operation and service purposes.

Group Compan(ies)

:

Shall mean others which directly or indirectly, through one or more intermediaries, Control or are Controlled by or under common Control with TAYA and İGA.

My Account Page

:

Shall mean the Member’s personal page within the Mobile Application and Website where they can perform their operations as to their membership packages.

Service(s)

:

Shall mean any Service that can be provided to Members by means of the Website and/or Mobile Applications.

Control

:

shall mean directly or indirectly holding more than fifty percent (50%) of any person’s share capital by owning its shares or by a contract or proxy, by acting on other’s behalf or otherwise, or without seeking such requirement, holding the majority of voting rights by privileged shares, voting agreements or in any such manner, or having the power to appoint or dismiss the deciding majority of the members of the management board, or having the power to give directions to determine the decisions of such legal entity in a way the members of management board, directors or other equivalent officers must obey, or having the capability to take its financial decisions.

Mobile Application

:

Shall mean mobile device applications relating to the Services.

Member

:

Shall mean the person entitled to utilize various applications and Services included in the Mobile Application and Website.

Website

:

Shall mean the internet site where the information pertaining to the Services is provided and which will enable the Members’ contact with TAYA and İGA, when necessary.

3. SUBJECT MATTER OF AGREEMENT

The subject matter of this Agreement is the determination of the Parties’ rights and obligations in respect to the Member’s membership to the Mobile Application or Website free of charge by assenting to this Agreement in the electronic environment via the Website or Mobile Application, utilizing the Mobile Application and/or Web Site for getting information on the Services within the scope of the membership packages to be provided by TAYA and the use of the Website.

4. RIGHTS AND OBLIGATIONS OF MEMBER

4.1. Member agrees and declares that she or he is above the age of 18 and that she or he has attained her or his majority under the Turkish Civil Code.

4.2. For attaining the status of Member, if the user who intends to become a Member assents to this Agreement included in the Website and Mobile Application and fills out the information required herein, their application for membership may be assessed and approved by TAYA. Upon the completion of the approval procedures and notification thereof to the Member, the status of Member commences and thereby, the Member becomes entitled to the rights and obligations specified in this Agreement and in the relevant sections of the Mobile Application and Website. Member who fails to provide accurate, complete and up-to-date information is personally liable for all damages which may arise in consequence thereof.

4.3. The user name and password information which the Member needs for accessing to My Account Page and performing operations via the Mobile Application or Website are created by the Member where the safety and privacy of such information are completely under the responsibility of the Member. Member agrees, declares and undertakes that the operations performed with the user name and password pertaining thereto have been carried out by themselves, and that the responsibility arising from such operations is in advance borne by themselves, and that they may not assert any pleas and/or objections against the respect that the actions and operations performed as such have not been carried out by themselves and/or they may not refrain from fulfilling their obligations based on such pleas or objections.

4.4. Member declares that they have agreed to act in compliance with all terms and conditions of this Agreement, the applicable legislations and the moral rules in their operations and correspondence carried out on the Mobile Application and Website. All civil and penal liability relating to the operations and acts performed by the Member within the Mobile Application and Website is borne by the Member.

4.5. Member agrees, declares and undertakes to perform operations which require online payment methods and use of credit card or debit card via the Mobile Application and Website upon the consent of the holder of credit card or debit card; otherwise, that they will be solely liable for all kinds of costs and damages including the attorney costs which may originate from refund of payment, nonperformance of service or other such causes, and that they will indemnify TAYA and İGA from any claim which may arise in consequence thereof.

4.6. All kinds of contents and Services included in the Website and Mobile Application are provided for personal use of the Member. Their resale or use for the Member’s own commercial purposes is prohibited.

4.7. Member agrees that İGA may, upon the discretion of İGA, anytime restrict the access of all users to the Mobile Application and Website in the event of force majeure or due to other such reasons including court decisions on blocking access to the Mobile Application and/or Website and technical failures outside the control of TAYA or İGA.

4.8. Member shall not use the Mobile Application and Website in violation of the law and morals, particularly the circumstances listed below:

4.8.1. Use of the Mobile Application and Website for creating, controlling, updating or modifying database, record or directory in the name of any person;

4.8.2. Use of a part of or the entire Mobile Application and Website for impairing, modification or reverse engineering purposes;

4.8.3. Performing operations by using false information or another person’s information, creating fake member accounts by using false or misleading personal data including false or misleading residence address, electronic mail address, contact, payment or account information, and use of these accounts in violation of the Agreement or the applicable legislations, unauthorized use of another Member’s account, being a party to or participating in operations by impersonating others or with a false name;

4.8.4. Use of comments and rating systems outside the Mobile Application and Website purposes such as publishing the comments in the Mobile Application and Website outside the Mobile Application and Website, or their use outside their intended purpose in a way such as to manipulate the systems;

4.8.5. Spread of any technology or virus that will cause harm to the Mobile Application or Website, Mobile Application’s or Website’s database, any content included in the Mobile Application or Website;

4.8.6. Engaging in activities that will unreasonably or disproportionately overload the communications and technical systems designated by the Mobile Application or Website, or impair the technical functioning thereof; use of “screen scraping” software or systems such as automatic programs, bots, web crawlers, spiders, data mining and data crawling and thereby unauthorized copying, publication or use of a part or all of the contents included in the Website or Mobile Application without obtaining TAYA’s and İGA’s prior written consent.

4.9. Member is obliged to carry out the operations performed on the Mobile Application and Website without in any way causing technical harm to the Mobile Application and Website. Member agrees and declares that they have taken all necessary measures, including using the necessary protective software and licensed products, for preventing any information, content, material and other such element to be provided to the Website and Mobile Application from containing any program, virus, malware, unlicensed product, trojan, etc. that will damage the system. Member also agrees not to log in My Account Page by bots or automatic logging in methods.

4.10. Use of the Mobile Application and Website or the contents on the Mobile Application and Website in violation of the terms of use specified under this Agreement or the applicable legislations is contrary to law; and TAYA’s and İGA’s relevant rights of claim, action and proceedings are reserved.

5. PERSONAL DATA PROTECTION POLICY

When the Member assents to the Disclosure included in the Mobile Application and Website and other personal data protection policies included in Mobile Application and Website, they are also deemed to have agreed that their personal data will be used in compliance with the relevant Disclosure and personal data protection policies. Within this scope, TAYA, İGA and Group Companies have the right to process and share the Member’s personal data, collected by the methods via the channels as specified under the Disclosure, in compliance with the Law No. 6698 On Protection of Personal Data and the Disclosure. Disclosure shall constitute an integral part of this Agreement.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. İGA is the owner and/or license holder of all information and materials including but not limited to the Mobile Application’s and Website’s general view and design as well as all information, images, brands, logos, icons and the contents, graphics, user interfaces, commands, technical data provided in an electronic, graphic or machine-readable form, the source codes, data codes, software and database within the system and their enhanced versions in particular, sale systems, business methods and business models implemented in the internet site, and of the intellectual and industrial property rights pertaining thereto. Without prior express written consent of İGA, they may not be copied, wholly or partially processed or reverse engineered; a part or all of their original and/or processable form may not be directly or indirectly reproduced; they may not be distributed in any form or manner; they may not be utilized directly or by performance in public premises via instruments used for the transmission of signs, audio or images; they may not be used in digital environments and/or mobile instruments, they may not be communicated to public and made available to third parties; they may not be recorded in instruments used for conveying data; they may not be used within the contents of an visual-audial work and communicated to public by retransmission or via instruments used for the transmission of signs, audio or images, they may not be reproduced, exhibited, modified, adapted or translated.

6.2. If the Member is found to have acted in violation of Clause 6.1 based on the discretion of İGA, İGA may immediately block the Member’s access to the Mobile Application and Website. İGA’s right to take all kinds of legal and penal actions, including the collection of all kinds of pecuniary and moral damages in terms of intellectual and industrial rights, is reserved.

7. DISCLAIMER

7.1. İGA and TAYA does not warrant the accuracy, completeness and up-to-dateness of the software, contents, materials enabling the Member’s utilization of the Mobile Application and Website. TAYA and İGA, is not liable for the delays, errors in the Mobile Application and Website or the operations performed by the Member based on the information and materials included in the Website or the damages incurred in consequence thereof.

7.2. Connections (links) belonging to internet sites and/or applications which are operated by third parties that are not under TAYA’s and İGA’s control may be present on the Mobile Application and Website. Such connections’ presence on the Mobile Application and Website does not indicate TAYA’s and İGA’s approval of such connections, and TAYA and İGA is not responsible for the contents or policies of the platforms given access to. The risks on the use of these connections are at the Member’s own responsibility.

8. TERM AND TERMINATION OF AGREEMENT

Following the Member’s filling out the membership form and assenting to this Agreement in the electronic environment, upon İGA’s approving of the application pursuant to Clause 4.2 of this Agreement, this Agreement takes effect and remains in force indefinitely. Member has the right to anytime terminate their membership status. For the avoidance of doubt, İGA has the right to unilaterally and anytime terminate the membership of the Member without paying any compensation or amount in any name.

9. EVIDENTIAL CONTRACT

In any dispute resolution process originating from or in connection with this Agreement, İGA’s official books and commercial records and all kinds of records kept by İGA including but not limited to the e-archive records, electronic information and computer records stored in İGA’s databases and servers shall constitute exclusive evidence under Article 193 of the Code of Civil Procedure No. 6100.

10. BINDING EFFECT

This Agreement shall be binding on the Parties and their relevant successors.

11. SEVERABILITY

If any provision of this Agreement is rendered invalid or ineffective, such provision shall become inoperative (to the extent it is invalid or unenforceable) and it shall be deemed not have been included in this Agreement without impacting the validity of the remaining provisions in this Agreement. Parties are obliged to make the utmost effort objectively expected from them to agree on a provision having the closest meaning possible to the original provision’s intended purpose to replace such invalid and unenforceable provision.

12. ENTIRE AGREEMENT

This Agreement and all documents delivered as part of this Agreement or in connection with this Agreement or incorporated in this Agreement by reference constitute and comprise the entire agreement between the Parties in respect of the subject matter of this Agreement, and it supersedes all agreements, arrangements and understandings previously executed between the Parties in respect of the subject matter of this Agreement. Parties agree and declare that no other verbal or written agreement regulating the subject matter hereof exists.

13. RELATIONSHIP BETWEEN PARTIES

Unless expressly specified in the Agreement, none of the Parties is and may act in capacity of a representative and/or an agent of the other Party under this Agreement, none of the Parties may assume any liability on behalf of the other Party and in no way perform any binding transaction on behalf of the other Party without written permission. No respect included herein shall be construed as a joint venture, agency, partnership or client-attorney, employer-employee relationship between the Parties.

14. AMENDMENTS TO AGREEMENT

14.1. Member agrees that TAYA and İGA may, unilaterally and without prior notice, reorganize the Mobile Application and Website and make all kinds of changes in the Services, products contained in the Mobile Application and Website, other information provided in the Mobile Application and Website (including but not limited to the names, descriptive information, visuals, prices, etc. pertaining to the materials contained in the Mobile Application and Website), all kinds of contents including the Mobile Application’s and Website’s terms of use, and that such changes shall be applicable starting from the time of their publication on the Mobile Application and Website.

14.2. Member in advance agrees that TAYA and İGA is entitled to anytime update the contents of the affiliated Website and/or Mobile Applications and/or to add new provisions thereto.

15. ASSIGNMENT OF AGREEMENT

Member shall not wholly or partially assign their rights or obligations under this Agreement without prior written consent of TAYA and İGA.

16. APPLICABLE LAW

This Agreement shall be governed exclusively by the laws of Republic of Turkey. Any dispute arising from or in connection with this Agreement shall be subject to exclusive jurisdiction of Istanbul Central (Çağlayan) Courts and Execution Offices.

17. ENFORCEMENT

Each clause of this Agreement consisting of seventeen (17) clauses has been read and understood by the Member. This Agreement shall take effect upon the Member’s assent.