Volti Membership Agreement

VoltiNet Membership Agreement

This Membership Agreement regulates the rights and obligations between VOLNET Energy Systems Industry Trade Inc., located at Büyükkılıçlı Mahallesi Hançer Sokak No 16, Silivri, Istanbul (“Company/VoltiNet”), and the party/parties who create a membership account via the VoltiNet mobile application and/or website (“Member”).

1. COMMENCEMENT OF MEMBERSHIP

The Member is deemed to have applied for membership and accepted the content of this Agreement upon completing the membership application steps in the section reserved for Members on VoltiNet’s web page at volti.com or the VoltiNet mobile application platform, checking the box next to the statement “I have read and accept the Membership Agreement,” and clicking the final button required for membership. The relevant applicant is thereby considered to have acquired the title of “Member.” If the services subject to this Agreement are used by a user without membership, for each use, the user will be deemed to have read and accepted all terms of this Agreement and will be subject to the rights and obligations of a Member under this Agreement.

2. VOLTINET’S OBLIGATIONS

2.1. VoltiNet will provide services allowing Members to charge their electric vehicles within VoltiNet’s station network. In this context, Members can track static information such as location, operating hours, technical specifications, etc., as well as information including pricing and station availability, via the Company’s website, its mobile application (if available and technically feasible), or the navigation system in the electric vehicle whose information was provided to the Company during the membership application.

2.2. VoltiNet is responsible for the accuracy of the information in Article 2.1 at the time it is provided but is not liable for changes to this information. Specifically, VoltiNet is not responsible for any damage, loss, and/or detriment a Member may suffer due to this information having changed between the time it was provided and the time the Member reaches the selected charging station.

2.3. VoltiNet has the right to freely determine the service fees for the services it provides. In this framework, each Member has the opportunity to learn the applicable service fees before each service use through the means provided by VoltiNet. Whether or not they use this opportunity, they will be deemed to know the service fees for each service they receive. The same applies to late payment interest. Members undertake to pay the fees invoiced by VoltiNet on time, and in case of late payment, all of VoltiNet’s rights arising from the legislation, including penalty clauses, interest accrual, and set-off, are reserved.

2.4. VoltiNet may, unilaterally and at its sole discretion, without being subject to any condition, permission, and/or approval, amend this Agreement at any time it deems appropriate by announcing it on its website, application, and/or other platform. The amended provisions of this Agreement shall become effective automatically, without any further action required, upon the announcement date or when any Member uses the Services thereafter. The remaining provisions shall remain in full force and effect.

2.5. VoltiNet shall not be responsible in any way for providing access to the location where the relevant charging station is installed.

2.6. VoltiNet’s liability for damages that may be incurred during the provision of the Services or by any Member using the Services is limited to events within the Company’s direct control and arising from the Company’s fault.

3. MEMBER’S OBLIGATIONS

3.1. The Member declares and guarantees that all information provided while using VoltiNet’s services and/or during login/registration to VoltiNet’s system is always complete, accurate, and up-to-date in all respects. If VoltiNet determines that the Member’s information is not current in any way, VoltiNet may terminate the Member’s membership. The Member accepts and declares that they will compensate VoltiNet for all damages incurred due to matters arising under this article.

3.2. The Member agrees not to reproduce, copy, distribute, process, modify, copy, alter, publish, use on different platforms, license, transfer, use for commercial purposes, or use any robots and/or similar algorithms for existing images, texts, visual and auditory images, video clips, files, databases, catalogs, and lists, including elements that may be found on VoltiNet’s website, mobile application, and other platforms, in a manner that constitutes an infringement upon VoltiNet’s and/or a third party’s proprietary or personal rights and assets.

3.3. The Member accepts and declares that VoltiNet shall have no liability if the services provided by VoltiNet cannot be delivered completely and fully or are interrupted due to situations that may occur in VoltiNet’s technical infrastructure arising from the ordinary course of life or circumstances arising independently of VoltiNet, and they shall not assert any rights or claims in this context.

3.4. It is possible for VoltiNet to apply different prices, promotions, and other elements to different members and offer different services. The Member knows and accepts that the services each Member receives from VoltiNet and the prices and other conditions applied to each member by the company may differ completely at the company’s discretion.

3.5. Members are personally responsible if their membership information is obtained and used by third parties in case of theft or loss of their mobile phones or computers (when using VoltiNet’s mobile app or website) or theft or loss of the Cards provided by VoltiNet. They accept that this may pose a risk unless they inform VoltiNet of such a situation and that VoltiNet has no responsibility for any damages they may suffer. Under any circumstances, members accept that they are fully responsible for the security, storage, and keeping confidential of elements and tools such as usernames and passwords used to benefit from the said services.

3.6. Under no circumstances shall VoltiNet be liable for any problem arising from the Member’s vehicle, its charging systems not working properly to receive services, traffic conditions, accessibility of the parking areas of the relevant charging stations, any inability to receive services and/or damage due to vehicle and traffic conditions, or the Member being stranded due to insufficient charge at any time, among other situations.

3.7. The Member accepts, declares, and undertakes not to perform any transaction or action that could exploit, disparage, or provide any benefit to themselves or third parties from the services provided by VoltiNet.

3.8. The Member using VoltiNet’s services agrees to use the services lawfully and for their intended purpose and that they are legally responsible for every transaction and action they perform within these services. VoltiNet cannot be held directly or indirectly liable for any transaction, action, and/or activity carried out by the Member related to the services in violation of this Agreement and applicable legislation. In such a case, if VoltiNet makes any payment to any person for any reason, VoltiNet reserves the right of recourse against the Member, without prejudice to all its rights arising from the applicable legislation, including the right to claim interest and compensation.

3.9. Operating hours and security practices may vary depending on the location and specific operational practices of the charging stations. Members are obliged to comply with the practices of the locations where the Charging Station is located.

4. GENERAL SERVICE OBLIGATIONS

The Member User or Guest User can identify the locations of charging stations where they can charge their electric vehicle via the Company’s Website, mobile applications, and the Energy Market Regulatory Authority (EPDK) Free Access Platform and, if available, track the operating hours, technical specifications, price, and availability of the charging stations.

Via the VoltiNet Mobile Application, they can receive directions to the selected charging station location through compatible navigation applications on their smartphone and start the charging process by scanning the QR code on a charging socket compatible with their electric vehicle, preferred, or available at that time (via the VoltiNet mobile application).

The Member User can track information about their previous uses, add frequently used and/or favorite charging station locations to the favorites list in the VoltiNet mobile application, and make reservations at stations determined by VoltiNet for future use. If a Member User makes a reservation, they are obliged to have their vehicle ready to receive charging service at the reserved socket on the reservation day and time. If the Member does not have their vehicle ready to receive charging service at the reserved charging socket on the reservation day and time, VoltiNet shall have no responsibility.

VoltiNet’s responsibility is limited to the information being accurate and current at the time it is presented to the Member’s or Guest User’s knowledge and when they check it. The Member and Guest User accept that this information may change and cannot attribute any responsibility to VoltiNet for the updating/changing of this information.

5. PAYMENT PROVISIONS

5.1. For the Member to benefit from the charging services provided by VoltiNet, they must enter their credit card information via the VoltiNet Mobile Application.

5.2. To accept the Member’s credit card information, a amount of 1 (one) TRY will be charged to verify the validity and accuracy of the credit card, and this amount will be refunded to the Member’s card as soon as possible. VoltiNet reserves the right to change this amount.

5.3. The Member accepts and declares that VoltiNet has the right to freely determine the price of the service offered under this Agreement, pricing terms and conditions, promotions, and other practices, provided they comply with the legislation, and that these may be applied individually at VoltiNet’s discretion, without discrimination, to Members in equal situations at public charging stations under the same conditions.

5.4. The Member is aware that the price of the service offered under this Agreement, penalties, and payment terms are published on VoltiNet’s Website, mobile application, and other platforms required by legislation and are updated from time to time on these platforms. The Member declares and undertakes that they are obliged to check the fee, penalty clause, payment terms, and conditions on VoltiNet’s Website and mobile applications before receiving the service and that they accept the updates made on these platforms.

5.5. The Member irrevocably accepts, declares, and undertakes that if they do not make full and timely payment, VoltiNet may exercise all rights arising from the relevant legislation published on the Website and mobile applications, including damages, compensation, and penalty clauses, and will compensate VoltiNet for damages arising from the Member’s late payment.

5.6. The Member declares and undertakes that the payment, pricing, cancellation, and refund terms and conditions are stated by VoltiNet on the VoltiNet Website and VoltiNet Mobile Application and that they accept them.

5.7. Determining payment systems in accordance with relevant legislation is at VoltiNet’s own discretion.

5.8. VoltiNet automatically collects the fee for the charging service received by the Member from the payment instrument (debit card, bank card, credit card, etc.) registered and verified on the VoltiNet Website and/or mobile application after the Member receives the charging service.

5.9. VoltiNet sends the invoice for payments made by the Member to the e-mail address declared by the Member on the VoltiNet mobile application as an e-archive/e-invoice. Charging history and details can be viewed via the mobile application.

5.10. The Member is responsible for keeping all their information up to date on the VoltiNet mobile application.

5.11. If the Member fails to fulfill their payment obligations on time, in full, and as required, VoltiNet has the right to resort to legal means.

5.12. VoltiNet has the right to work with payment providers it determines for the payment of the charging services it offers to its Members and all other services offered through the mobile application.

5.13. For charging transactions that cannot be terminated via the mobile application due to a technical reason after using the mobile application or after the charging process, and which are completed remotely by the call center, the relevant amount will be automatically collected from the credit card recorded on the mobile application in cases where the payment must be made by the Member User.

5.14. If payment cannot be received from the Member for any reason, including but not limited to insufficient registered credit card limit, expired card, cancelled card, inability to trigger the payment process due to instant technical issues with the bank:

5.14.1. For charging transactions completed using the mobile application, the failure to receive payment will be notified instantly, and the Member will be asked to select another registered credit card or enter a new credit card. If the Member does not select another credit card or does not wish to enter a new credit card, or if payment cannot be received with the selected/newly entered credit card information, the transaction subject to payment will be recorded as “payment failed.”

5.14.2. For charging transactions completed remotely via the Volti Member Card or by the call center where payment cannot be received, the transaction subject to payment will be recorded as “payment failed” on the Member User’s account.

5.15. In these cases, if the balance is insufficient and/or payment cannot be received for any reason, the Member accepts, declares, and undertakes to make their registered card suitable for payment and/or define a new card to the system for the payment to be made from this new card within 7 (seven) business days. Otherwise, the Member accepts, declares, and undertakes to pay the unpaid amount and an additional 50% penalty. If payment is not made within this period, VoltiNet may restrict the Member’s user account, and the Member will not be able to benefit from the charging services provided by VoltiNet until payment is received. VoltiNet’s right to resort to legal means is reserved in this case.

6. TERMINATION OF THE AGREEMENT AND END OF MEMBERSHIP

6.1. VoltiNet may unilaterally terminate the agreement at any time without compensation, without providing any reason, without the need for any notice, and without a time limit. In this case, the Member cannot claim any compensation or receivables from VoltiNet under any name. If a party breaches the obligations undertaken in this agreement (fulfillment of the obligation partially, late, or not at all), violates any provision of this agreement, or if another just cause arises, the party against whom the breach occurred may unilaterally terminate the agreement without being subject to any form or time limit, without prejudice to all other rights. If the agreement is breached by the Member Organization, VoltiNet has the right to offset the relevant amount from the receivables of the Member Organization that have arisen/will arise. VoltiNet’s right to all kinds of material and moral compensation and to sue is reserved.

6.2. To terminate their membership under the Agreement, the Member must inform VoltiNet using the contact means in the “Contact” section on VoltiNet’s web page at volti.com. To avoid any doubt; acceptance of this Agreement by the Member does not mean that any commitment is made to receive the Services; any Member, even if their membership with VoltiNet continues, is not obliged to receive Services; however, they are responsible for all monetary debts that may arise with VoltiNet regarding the membership.

7. CONFIDENTIALITY

7.1. The Member accepts, declares, and undertakes not to use, directly or indirectly, any confidential information, including but not limited to trade secrets related to VoltiNet acquired under the other terms and conditions of this agreement, and any information related to and/or due to this agreement, or the business or projects they conduct or will conduct, outside the purpose of the commercial relationship between the parties and this agreement; not to allow the confidential information to leave their possession, supervision, or control; and to take all necessary security measures to protect the confidential information from unauthorized use and misuse.

7.2. The Member accepts, declares, and undertakes that they are aware of the strict confidential nature of this agreement and will comply with its provisions.

7.3. VoltiNet will use the information provided by the Member to verify identity, provide customer support, inform the member about campaigns, give various gifts to Members (at the Company’s preference and discretion, with or without draws), and serve Members on other matters related to the Services, and will store this information on secure servers.

7.4. If the Member discloses this agreement directly or indirectly, VoltiNet will be entitled to compensation for the lost profit along with the maximum profit it planned to achieve as a result of such disclosure.

7.5. All elements of all platforms and tools used by VoltiNet within the scope of the agreement, including but not limited to design, text, image, html code, and other codes, belong to VoltiNet, or VoltiNet has legal and/or contractual rights over them. Members may use the Services, information belonging to VoltiNet, and VoltiNet’s copyrighted works listed above, only during and related to the purchase of Services from VoltiNet, and cannot use them for any other commercial or other purpose. Members may not use, modify, reproduce, distribute, or create derivative works from VoltiNet’s copyrighted works listed above without VoltiNet’s permission.

7.6. All assets, proprietary and personal rights, and all rights to commercial information and know-how of VoltiNet, including intellectual and industrial property rights related to the services, information, copyrighted works, trademarks, trade dress, or the presentation or promotion of the services, and/or related in any way to the services, are reserved.

8. FORCE MAJEURE

VoltiNet shall not be liable for any delay or failure in performing any of its obligations under this Agreement due to force majeure. Such situations shall not be considered delay, incomplete performance, non-performance, or default for VoltiNet, and no compensation of any kind, under any name, can be claimed from VoltiNet for these reasons. The term “Force Majeure” is considered as events outside VoltiNet’s reasonable control, including but not limited to epidemic, natural disaster, rebellion, war, strike, communication problems, infrastructure and internet failures, power cuts, and adverse weather conditions.

9. OTHER PROVISIONS

9.1. All kinds of duties and charges, including but not limited to stamp tax related to the Agreement, will be paid equally (50/50) by the parties.

9.2. The Member cannot transfer, sell, lease, or allow the use of all kinds of existing and future rights and receivables arising from this agreement, and all kinds of data, documents, and information in their possession, to others.

9.3. The Member agrees that in disputes arising from the Services, the electronic records, system records, commercial records, book records, microfilm, microfiche, and computer records kept by VoltiNet in its own database or servers will constitute conclusive, binding, definite, and exclusive evidence; that they waive the right to request an oath from VoltiNet (and its representatives); and that this article is an evidence agreement within the meaning of Article 193 of the Code of Civil Procedure.

9.4. Istanbul Central Courts are authorized for any disputes arising from this agreement, and Turkish Law shall apply. Unless a change of address is notified to the parties by a certified letter, the addresses specified in the agreement are the valid notification addresses for the parties.