innclude Business Agreement

Article 1. Parties and Definitions

1.1. This Agreement is formed between innclude Bilet Dağıtım ve Bilişim Teknolojileri A.Ş. ("innclude") and the natural or legal person who opens an account on the innclude Business panel ("the Business").

1.1.a. An account may be opened as a brand, a venue or a promoter account. This Agreement applies to all three account types. Provisions relating to functions that a given account type does not use do not apply to that account by their nature.

1.1.b. Promoter account. A promoter account is for natural persons who support the sales and invitation activity of a brand. A person may hold only one promoter account. A promoter account cannot put tickets on sale, cannot collect any amount in its own name and does not see the event's revenue; it sees only the number of sales made through its own links. The settlement, fee and working relationship between the Promoter and its brand is a relationship to which innclude is not a party; innclude is not the addressee of claims arising from that relationship.

1.2. Definitions:

Platform	innclude's websites, mobile applications and the innclude Business panel.
Participant	A person who buys a ticket for an event or registers to attend it.
Event fee	The ticket amount belonging to the Business.
Service fee	The amount innclude receives in consideration for issuing and delivering the ticket and providing the entry infrastructure.
Commission	The rate innclude receives on the sale amount in consideration for its intermediary service.
Commercial Terms Annex	The annex, an inseparable part of this Agreement, setting out the commission rate, the service fee, the package and quota charges, the invoicing model and the settlement rules.
Promoter	A natural person who supports the sales and invitation activity of a brand and who holds an account of the promoter type.
Authorised User	A person for whom the Business defines a role on the Platform and who acts on behalf of the Business.

Article 2. Subject Matter of the Agreement

2.1. innclude provides the Business with tools for creating events, ticketing, participant management, entry control, communication and reporting, and acts as an intermediary in ticket sales on behalf of the Business.

2.2. The owner and the seller of the event is the Business.

Article 3. innclude's Role and the Limit of Its Liability

3.1. In ticket sales innclude is an intermediary service provider and is not a party to the legal relationship between the Participant and the Business. The content, programme, price, date, cancellation and modification of the event are the Business's decision.

3.2. In respect of user and business content innclude is a hosting provider within the meaning of Law No. 5651. It is not obliged to monitor content before it is published; when it is notified of unlawful content it removes it from publication.

3.3. innclude does not undertake that the service will be uninterrupted and free of errors. Planned maintenance is announced in advance.

3.4. innclude's liability under this Agreement is limited to the total of the commission and service fee it has collected from the Business for the event giving rise to the loss. Indirect loss, loss of profit and loss of reputation fall outside this scope.

3.5. These limitations do not cover innclude's liability arising from its intent or gross negligence.

3.6. Tools are provided, legal compliance is not undertaken

3.6.a. The Platform's functions for person management, communication consent, opt-out records, data rights requests, reporting and the like provide the Business with tools. Use of these functions does not mean that the Business has fulfilled its obligations arising from personal data protection, commercial electronic message, consumer and tax legislation, and innclude does not undertake that those obligations have been fulfilled.

3.6.b. The obligations arising from the Business's own capacity as a data controller rest with the Business. The principal ones are: informing data subjects, securing a legal ground, obtaining prior consent for commercial electronic messages, registering that consent and any opt-out requests with the Message Management System (İYS) and reporting them within the period set by legislation, complying with the obligation to register with the Data Controllers' Registry where such an obligation exists, concluding data subject applications within the applicable time limit, retaining its data for the period required by legislation and deleting it at the end of that period.

3.6.c. The explanations, help texts and warnings on the Platform's screens do not take the place of legal advice. Assessing whether a transaction complies with legislation is the Business's responsibility.

3.6.d. The fact that a screen permits a transaction does not mean that the transaction is lawful. The Platform's technical limits are not compliance checks.

3.6.e. innclude does not undertake that use of the Platform will produce any particular level of sales, attendance, number of people reached or commercial result for the Business.

3.7. The limit of data and information requests

3.7.a. Which data the Business may see on the Platform and which it may export as a file is listed in the Data Processing Agreement. No export right arises for data not listed in that agreement.

3.7.b. The Business may request a copy of the data for which it is the data controller, by a reasoned written request. innclude meets the request within a reasonable period and limited to the purpose of the request. innclude may charge a reasonable fee for requests of unusual scope or frequency.

3.7.c. The Business may not request the following: data for which other businesses or innclude itself is the data controller; aggregated data relating to the Platform as a whole; source code, algorithms, models and internal documents; information constituting innclude's trade secrets; another business's participant, guest or promoter lists.

3.7.d. The Business may not use automated data collection tools, bots, screen scraping or bulk copying methods through the interface in order to access data not made available to it or to exceed the export limit. This is a material breach of the Agreement.

3.7.e. innclude responds to requests from competent public authorities within the framework of legislation. This is not deemed a breach of any obligation towards the Business.

3.8. Indemnity

3.8.a. If, because of a use by the Business contrary to this Agreement, its annexes or legislation, an administrative fine is imposed on innclude, a compensation claim is directed at it, proceedings are brought against it or an access-blocking decision is issued, the Business shall cover the loss innclude suffers as a result, including litigation and defence costs.

3.8.b. This provision applies in particular in the following cases: sending a commercial electronic message without consent, failing to act on an opt-out request, breaching Message Management System (İYS) obligations, using participant or guest data outside its purpose, transferring files obtained from the panel to third parties, uploading to the Platform a list obtained unlawfully, giving misleading information about an event, failing to obtain the necessary permits and licences, and transactions by authorised users contrary to this Agreement.

3.8.c. innclude notifies the Business without delay of any claim directed at it and acts together with the Business in the defence.

Article 4. The Business's Obligations

4.1. Event and content

The Business is responsible for the content of the event, for the accuracy of the information it provides, for the necessary permits and licences, and for copyright and trade mark rights. If information relating to the event changes, it updates the records on the Platform without delay.

4.2. Participant data

The Business uses the participant data transferred to it solely for the purpose of running the event. It may not sell this data, transfer it to third parties or use it for marketing purposes without obtaining explicit consent. The Business is the data controller in respect of its own processing.

4.3. Communication and commercial electronic messages

The content of SMS messages, emails and notifications sent through the Platform is determined by the Business. The Business is responsible for obtaining prior consent for commercial electronic messages under Law No. 6563 on the Regulation of Electronic Commerce and the relevant regulation, and for registering that consent with the Message Management System (İYS). innclude provides the technical transmission.

4.4. Authorised users and account security

4.4.a. Adding an Authorised User. The Business may define roles for its own team on the Platform. An Authorised User is invited by entering their name, telephone number and role; the invited person is linked to the Business through their own innclude identity. The Business is obliged to verify the identity of the person it invites and that they are authorised to act on behalf of the Business. innclude does not investigate whether authority has been granted in the internal relationship.

4.4.b. An Authorised User's transactions bind the Business. Every transaction an Authorised User carries out on the Platform is deemed to have been carried out by the Business and its consequences belong to the Business. The Business is liable for the acts of its authorised users as for its own acts. The fact that authority has been exceeded in the internal relationship does not prevent the transaction from taking effect towards the Participant and towards innclude.

4.4.c. Role and duty limits. The Business keeps roles limited to the job description. The scope of roles on the Platform is determined by innclude; access to personal data and to financial information depends on the role. The Business may not grant a role wider authority than the Platform defines for it and may not use methods aimed at exceeding that limit.

4.4.d. Removal of authority. The Business removes without delay the access of persons who leave their post or whose authority ends. The Business is liable for loss arising from a failure to remove access.

4.4.e. Prohibition on account sharing. Accounts are personal. The Business may not permit an account to be used by more than one person and may not share login details. Account sharing is a material breach of this Agreement because it makes it impossible to establish who carried out a transaction.

4.4.f. Erroneous transactions by authorised users. The consequences of erroneous transactions such as entering the ticket price, quantity, date, venue or capacity incorrectly, issuing a complimentary ticket to the wrong person, creating an incorrect promotional code, sending a bulk message to the wrong audience and the like belong to the Business. As a result of such errors:

• If an obligation has arisen towards a Participant, that obligation is met by the Business; innclude sets off the payment it makes to the Participant against the Business's settlement.
• A ticket sold at an incorrect price cannot be cancelled unilaterally without the Participant's consent. The Business may stop sales but can take back a ticket already sold only by way of a refund.
• The credit consumed by a message sent in error is not refunded.
• The loss of revenue arising from the use of an incorrectly created promotional code belongs to the Business.

innclude provides reasonable technical support for the correction of an erroneous transaction; whether correction is possible depends on the nature of the transaction and on third parties' acquired rights.

4.4.g. Security. innclude may examine transaction logs for the purposes of security and fraud detection and may suspend suspicious access. When the Business notices that its accounts are being used without authorisation, it informs innclude without delay.

4.5. Accreditation and guest lists

In respect of the data of the persons appearing on the team, accreditation and guest lists that the Business enters in the panel, the data controller is the Business. Informing those persons and securing the necessary legal ground is the Business's obligation. innclude processes this data solely for the purposes of transmission, verification and storage.

4.6. Promoters and sub-authorised users

The Business may invite promoters and similar authorised users through the Platform. In respect of the guest and participant data added by the invited person, the data controller is the party that adds the data; innclude processes this data in the capacity of data processor. The Business is responsible for ensuring that the persons it invites are authorised to add that data and that the data subjects are informed.

Promoter accounts are shown the number of sales made through their own links; the event's revenue, the ticket amounts and participants' payment details are not shown.

4.7. Promotional and discount codes

4.7.a. The Business may define discount codes and promotions on the Platform for its own sales. The content of the code, its rate, its validity period, the number of uses and to whom it is distributed are the Business's decision and its responsibility.

4.7.b. Effect on amounts. A discount reduces the amount the Participant will pay. Under Article 1.1.a of the Commercial Terms Annex, commission is calculated on the discounted amount actually paid by the Participant. The fixed service fee per ticket is not affected by the discount and is applied in full. The discounted amount is also taken as the basis in the event of a refund.

4.7.c. Distribution and misuse of the code. The Business is responsible for the distribution of the code it creates. Any loss of revenue arising where the code is shared or published by third parties or used more than envisaged belongs to the Business. When innclude establishes that a code is being widely misused it may stop the code and informs the Business.

4.7.d. Campaigns innclude runs itself are separate, and the discount arising from such campaigns is borne out of innclude's own fee; it does not affect the Business's settlement.

4.7.e. Promoter codes. The Business may define codes for its promoters. The settlement and conditions arising from these codes are determined on a period basis, the condition applicable at the moment of the sale is frozen for that sale, and in the event of a refund it is reversed on the same condition. The relationship between the Promoter and the Business is a relationship to which innclude is not a party.

4.8. Complimentary tickets and guests

4.8.a. The Business may issue complimentary tickets and create guest lists. Authority to issue complimentary tickets depends on the role and on the package; the Business keeps this authority limited to the job description.

4.8.b. Complimentary tickets are deducted from the event's capacity. The Business is responsible for any exceeding of capacity and for its consequences.

4.8.c. The entry code on a complimentary ticket document remains valid whether or not the ticket has been added to an account. The person holding the document can use it to gain entry. The party that issues and delivers the document is responsible for the consequences of the document being shared.

4.8.d. No commission is charged on complimentary tickets. Whether the service fee is applied is set out in the Commercial Terms Annex.

4.9. Event management and changes to an event already on sale

4.9.a. Creating and publishing the event, determining the ticket types and prices, the seating plan and stopping sales are the Business's transactions.

4.9.b. A change of date, time, venue or scope in an event already on sale takes effect towards the Participant. In the event of a change, participants are informed and the Participant's right to a refund arises. The burden arising from such refunds belongs to the Business in accordance with the allocation in the Distance Sales Agreement and the Commercial Terms Annex.

4.9.c. An event for which tickets have been sold cannot be deleted unilaterally by the Business. Cancellation of the event is concluded once the participant refunds have been completed and is carried out through innclude.

4.9.d. The visibility of the event (open to everyone, open to guests and the like) is determined by the Business. Information about events with limited visibility is not published on innclude's public surfaces.

4.10. Entry and door operations

4.10.a. Scanning the entry code at the event entrance and keeping the entry record are the Business's responsibility. The door attendant is shown only the information whether the entry is valid.

4.10.b. The Business is responsible for the entry record being kept incorrectly, for allowing the same code to be used more than once, and for physical entry control.

4.10.c. After the event's end time has passed, entry, re-sending and refund operations are closed; the settlement and invoicing process begins after that date.

4.11. Refund requests

4.11.a. Participant refunds are carried out by innclude upon a request opened by the Business through the Platform. Authority to open a request depends on the role.

4.11.b. Before promising a refund to a Participant, the Business takes as its basis the amounts shown to it. The consequences of a promise to the Participant exceeding the amount actually to be refunded belong to the Business.

4.11.c. In the event of cancellation of the event a refund is mandatory and no separate approval from the Business is required.

4.11.A. A Business using its own payment infrastructure

a. With innclude's approval and following a separate set-up, the Business may collect the ticket amount through its own payment infrastructure. The set-up is subject to innclude's written approval and is not activated without that approval.

b. Security deposit. innclude may require a security deposit from the Business for this set-up. The type and amount of the security deposit and the conditions for its return are determined in writing during the set-up. The security deposit may be used to cover unpaid amounts and refund obligations arising from this Agreement.

c. Collection of amounts. Because in this model the ticket amount does not pass through innclude, the service fee and commission are collected from the Business by an invoice issued by innclude. The invoice is paid within fourteen days of the date on which it is issued.

d. Suspension. If the Business does not pay the invoice within the time limit, innclude first gives a written warning; if payment is not made, it may suspend the collection service through the Business's own payment infrastructure and collection reverts to innclude's infrastructure. Suspension does not delete the Business's set-up settings; once the debt is cleared the service continues from the same point. Ticket sales do not stop for events that remain on sale during the suspension.

e. A change in the collection channel does not change the capacity of the seller, the issuing of the ticket or the addressee of the Participant's refund. The Participant has been notified in the Distance Sales Agreement that a merchant name other than innclude may appear on their card statement.

f. The Business is obliged to verify that the merchant agreement it has entered into with its own bank permits this use. The Business is responsible for the consequences arising where the bank prohibits this use.

4.12. More than one brand and venue

The Business may open more than one brand or venue account to the extent covered by its package. This Agreement applies separately to each account; the subscription is tied to the main account. The Business is responsible for the transactions of all the accounts it opens.

4.13. Transfer and closure of the account

4.13.a. A brand account may be transferred only by its owner. The transfer takes place with the acceptance of the other party. With the transfer, the events, sales, guest lists and the obligations arising from this Agreement pass to the transferee.

4.13.b. Closure of the account is a request and is carried out on the date determined; it may be cancelled until that date. Obligations relating to events for which sales have been completed and which have not yet taken place are not affected by the closure.

4.14. Tax obligations

The Business fulfils the tax obligations arising from its ticket sales in its own name. The rules concerning the document to be issued to the Participant, the invoicing model and the parties' obligations are set out in Article 8 of the Commercial Terms Annex.

Article 5. Packages and Usage Limits

5.1. Business services are offered in packages. The scope and quotas of the packages are set out in the Commercial Terms Annex, and their current charges in the price list published in the panel. The subscription period and the renewal and cancellation conditions are set out in the same annex.

5.2. When a quota is exhausted innclude stops the relevant service; no separate charge is collected for overage. Which service stops and which is unaffected is set out in Article 4.9.b of the Commercial Terms Annex. The Business may increase its entitlement by purchasing additional credits or by upgrading its package. Unused package quota is not carried over and is not convertible into cash; additional credits purchased do carry over.

5.3. innclude may change package contents and charges. Changes are notified to the Business at least thirty days before their effective date. The Business may terminate the Agreement within that period. Changes do not affect periods already purchased.

5.4. Package services may not be transferred to third parties or resold.

Article 6. Commission, Payment and Invoicing

6.1. innclude collects commission and a service fee on the ticket sales it makes on behalf of the Business. The rates and amounts are set out in the Commercial Terms Annex.

6.2. Collection is made through contracted payment institutions. After deducting the commission, the service fee and statutory withholdings from the amount collected, innclude transfers the remaining amount to the Business.

6.3. Settlement payment. Payment is made after the event has been completed, within the period stated in the Commercial Terms Annex. innclude may temporarily postpone payment in cases of suspected fraud, refund requests and legal investigation, and notifies the Business of its grounds.

6.4. 🔴 Payment is made only to the registered beneficiary. The settlement amount is sent only to a bank account opened in the name of the natural or legal person registered on the business account. No payment is made to third parties, to employees or to authorised users' personal accounts. Any change to the account details is notified in writing and with identity verification.

6.5. Tax withholdings. innclude deducts from the settlement the withholdings it is required to make under legislation (withholding in electronic commerce and the like), pays them to the relevant authority and shows the withheld amounts in the panel. innclude, as an intermediary service provider, reports information concerning the Business to the competent authority within the scope of the notification obligations arising from legislation.

6.6. Refunds and the service fee.

Situation	Refund to the Participant	Service fee
The event was cancelled	The full amount paid	Refunded to the Participant and collected from the Business
The event is going ahead, the Participant requested a refund and the Business accepted	The event fee	Not refunded, remains with innclude

The Business accepts that in the event of cancellation the service fee will be collected from it. Collection is made primarily by setting the amount off against the Business's settlement.

6.7. innclude acts as an intermediary in chargeback proceedings. It is not a party to the dispute between the Participant and the Business.

6.8. If the Business fails to fulfil its payment obligations, innclude may stop the services and terminate the Agreement.

Article 7. Protection of Personal Data

7.1. Capacities. The parties accept that their capacities in respect of personal data are determined according to the processing activity:

Processing	Data controller	Data processor
Operation of the Platform, account and transaction records	innclude	-
Processing after participant data is transferred to the Business	the Business	-
Guest and accreditation lists entered in the panel by the Business	the Business	innclude

7.2. In the processing for which it is the data controller, the Business is obliged to fulfil the duty to inform and, where required, to obtain explicit consent.

7.3. The parties implement technical and administrative measures for the protection of personal data. innclude encrypts data in transit and at rest; access is role-based and is logged. When the Business detects a breach in its own systems it informs innclude without delay. In the case of breaches in its own systems, innclude makes the notifications arising from legislation and informs the Business.

7.4. Transfers abroad are made in the order set out in Article 9 of Law No. 6698 on the Protection of Personal Data: an adequacy decision, appropriate safeguards, the exceptional cases set out in the Law.

7.5. innclude retains transaction and access logs for the periods prescribed by legislation.

Article 8. innclude Wallet

8.1. innclude may offer a closed-loop digital balance system for use in payments within the Platform. When this system is introduced, its operation and the conditions for loading and refunds will be announced separately.

8.2. The wallet balance cannot be used outside the Platform, cannot be transferred to third parties and does not bear interest.

8.3. The Business keeps a record of the transactions carried out through the wallet and issues the Participant with the necessary document.

8.4. As at the effective date of this Agreement the wallet system is not offered. The fact that this Article is written does not place innclude under an obligation to offer a wallet system. Before the system is introduced, its operation, the conditions for loading and refunds and its legal nature will be separately regulated and announced.

Article 9. Content and Intellectual Property

9.1. The Business undertakes that it owns the rights to the content it uploads to the Platform or that it is authorised to use that content; liability arising from the infringement of third parties' rights belongs to the Business.

9.2. The rights in the Platform's software, interfaces, databases, design and content belong to innclude. The Business may not copy, reproduce, reverse engineer or sub-license them without permission.

9.2.a. Registered trade mark. The expression "innclude" and the innclude logo are registered trade marks belonging to innclude and are protected under Industrial Property Law No. 6769. Every use in the classes in which the mark is registered is subject to innclude's permission.

9.2.b. The Business's use of the trade mark. The Business may use the innclude trade mark and logo only in announcing an event it runs through the Platform, in the form of an attribution along the lines of "tickets are sold through innclude". Such use shall comply with the trade mark usage rules published by innclude. The Business:

• may not use the trade mark in its own trade name, business name, domain name, application name, social media account name or username.
• may not use the trade mark in a way that creates the impression that a partnership, collaboration, endorsement, sponsorship or agency relationship exists with innclude.
• may not alter the logo, distort its colours and proportions, or combine it with its own mark.
• may not register in its own name, apply to register, or record as a domain name the trade mark or anything similar to it.
• may not use the trade mark as a keyword in search engine advertising.

9.2.c. This permission is non-exclusive, non-transferable and lapses automatically upon termination of the Agreement. After termination the Business shall remove materials bearing the innclude trade mark within a reasonable period.

9.2.d. In the event of use of the trade mark contrary to this Article, innclude may demand that the use be stopped, may suspend the account and may exercise its rights arising from Law No. 6769.

9.3. Permission to use. The Business permits innclude to use the name, visual material and promotional material of the events it publishes through the Platform for display and announcement within the Platform and in innclude's own promotional activities. The permission is non-exclusive, free of charge and may not be used in a way that harms the Business's reputation. The permission is limited to the period during which the content remains published on the Platform; innclude is not obliged to remove promotional material already published once the content has been taken down.

9.4. Notice and takedown. Notices of copyright and rights infringement are made to info@innclude.com. innclude, in its capacity as a hosting provider under Law No. 5651, assesses the content notified to it and removes it from publication where it considers this necessary. The Business may object to that decision.

9.5. Participant comments on event pages are the responsibility of the user concerned. The Business may not steer this content in a misleading manner.

9.6. The Business's trade marks. The Business permits its own trade mark and logo to be used on the Platform for the purposes of announcing and listing the event and issuing the ticket. The permission is limited to the period during which the content remains published on the Platform.

Article 10. Suspension and Termination

10.1. The parties may terminate the Agreement by written notice given thirty days in advance. Ongoing events and obligations already arisen are not affected by termination.

10.2. innclude may suspend the account or terminate the Agreement immediately in cases of non-compliance with legislation, misleading events, suspected fraud, failure to fulfil payment obligations and conduct that threatens the security of the system.

10.3. A decision to suspend or terminate is notified to the Business together with its grounds. The Business may object to the decision. In cases where there is a suspicion of a criminal offence and where delay would be prejudicial, notification may be made afterwards.

10.4. In the event of termination, obligations relating to tickets already sold continue. innclude carries out the operations necessary to protect participants' rights and pays the Business's settlement after any refund and service fee set-offs.

Article 11. Force Majeure

11.1. Events beyond the parties' control, such as natural disaster, epidemic, war, strike, a decision of a public authority and a general interruption in the energy and communications infrastructure, constitute force majeure.

11.2. Obligations are suspended for the duration of the force majeure. If the situation lasts longer than thirty days the parties may terminate the Agreement. Refund obligations already arisen towards participants are not affected by this provision.

Article 12. Governing Law, Jurisdiction and Notices

12.1. Turkish law applies to this Agreement.

12.2. The Istanbul Anatolian Courts and Enforcement Offices have jurisdiction over disputes.

12.3. Notices are made to the parties' email addresses registered on the Platform. The Business is obliged to keep its registered details up to date. The mandatory cases covered by the Notification Law are reserved.

Article 13. Final Provisions and Entry into Force

13.1. The Commercial Terms Annex and the Data Processing Agreement are inseparable parts of this Agreement. In the event of a conflict concerning personal data the Data Processing Agreement applies, and in the event of a conflict concerning amounts the Commercial Terms Annex applies.

13.1.a. For the purchase of packages and credits the Business Preliminary Information Form and the Business Distance Sales Agreement are additionally presented and confirmed. The texts confirmed when a brand account is opened and the texts confirmed when a package is purchased are recorded separately; which document is confirmed where is set out in the table in Article 11.3 of the Business Preliminary Information Form.

13.1.b. When this Agreement and its annexes are updated, the update is notified to the Business's registered email address and the in-panel notification surface at least thirty days before its effective date. If the Business does not accept the update it may terminate the Agreement before the effective date.

13.2. The invalidity of one provision does not affect the others.

13.3. The Agreement enters into force when the Business confirms it electronically and remains valid for as long as the account remains open.

13.4. Provisions that by their nature must remain valid after termination (intellectual property, confidentiality, limitation of liability, retention, dispute resolution) continue in force.