Distance Sales Agreement

This English translation is provided for convenience. In case of any discrepancy, the Turkish version prevails.

Membership & Remote Service Agreement

1. PARTIES

This Membership and Remote Service Agreement (the "Agreement") has been drawn up between HELİODOR TECH YAZILIM AŞ, located at İlkadım Mah. Yeşilvadi Cad. No: 41, Interior Door No: 36, Çankaya/Ankara, and the user (the "Member", "Members") in order to determine the terms and conditions regarding the Member's registration with the mobile application and/or website ("GEOPEDİ") through which HELİODOR TECH presents this Agreement to the Member, and the Member's benefiting from the other services offered by HELİODOR TECH referred to in this Agreement.

HELİODOR TECH operates as a software service provider offering multi-category and multi-model blockchain-based product tracking and smart contract services ("GEOPEDİ") through the same or different mobile applications or websites. The Member becomes a GEOPEDİ member under the conditions set out in the Agreement by approving this Agreement and/or by arriving through a referral and downloading and using the GEOPEDİ application and/or by performing transactions on GEOPEDİ. HELİODOR TECH and the Member shall be referred to in this Agreement individually as a "Party" and collectively as the "Parties".

PRODUCER: Refers to the natural or legal person member who applies through GEOPEDİ for the use of geographical indication products in the capacity of farmer/grower/manufacturer/producer.

MERCHANT: Refers to the legal or natural person Member who, through the account created on GEOPEDİ, may register various geographical indications and producers, may create commercial requests from registered producers and may request the auditing of these products and producers, and may likewise request the creation and labelling of traceable QR codes.

REGISTRANT: Represents the Protocol Owner who registers on the GEOPEDİ system the name of the geographical indication of which it is the rights holder, is a party to the smart contract, and carries out the appointment of auditors from the relevant institutions and organizations for the audits.

PERSONAL DATA: Refers to any information relating to an identified or identifiable natural person as defined in the Personal Data Protection Law No. 6698.

Privacy Notice on the Protection of Personal Data: Refers to the text accessible via GEOPEDİ containing explanations as to for which purposes and in what manner the personal data submitted by Members through GEOPEDİ will be used by HELİODOR TECH.

My Account Page / Menu Page: Refers to the page exclusive to the Member, accessible only with the e-mail address / phone number and password determined by the relevant Member, on which the Member carries out the transactions necessary to benefit from GEOPEDİ and the GEOPEDİ Services, adds the necessary information, may receive the necessary notifications, and may submit QR code requests.

2. DEFINITIONS

GEOPEDİ: Refers to the tracking system provided by HELİODOR TECH, in its capacity as software service provider, to producers, marketers, and merchant natural and legal persons through GEOPEDİ, via the product and producer digital identities created on the blockchain for the tracking of their products. It also acts as data controller within the scope of the Personal Data Protection Law No. 6698.

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

3.1. In order to acquire membership status, the user wishing to become a Member must approve this Agreement, fill in the information requested from them on GEOPEDİ accurately, completely and in an up-to-date manner, and the membership application must be evaluated and approved by HELİODOR TECH and the PROTOCOL OWNER. The user wishing to become a Member must have completed 18 (eighteen) years of age, must satisfy the other conditions to be determined by HELİODOR TECH, and must meet the necessary requirements under the provisions of the applicable legislation. The Member's membership status commences upon the completion of the approval process and the notification of the situation to the Member and/or the acquisition of Member status, and the Member thus acquires the rights defined for the Member in this Agreement and on GEOPEDİ. The obligations defined for the Member on GEOPEDİ shall be binding and valid for the Member upon becoming a Member and/or acquiring Member status. A Member who does not provide the information requested from them on GEOPEDİ accurately, completely and in an up-to-date manner shall be personally liable for all damages that may arise for this reason; and in the event that the contrary is determined, HELİODOR TECH shall have the right and authority to partially or completely restrict, block, suspend or terminate the Member's membership. In the event of a change in the Member's information, the Member shall update their information immediately. The Member may carry out these update transactions through the call center, via GEOPEDİ, or through other means provided by HELİODOR TECH. Thanks to the GEOPEDİ Services membership provided to the Member, the Member shall, if they so prefer, have the opportunity to access the updates made to their information also through the other websites and mobile applications on which the GEOPEDİ Services are offered.

3.2. The membership account is exclusive to the Member who created this account; the Member shall not allow any third party to use their membership account and shall not use the membership accounts of other Members.

3.3. HELİODOR TECH, as a software service provider, provides software services to Members. In case of a need for technical support, HELİODOR TECH may be contacted.

3.4. The Member accepts, declares and undertakes that, in all business and transactions carried out on GEOPEDİ, they will act in accordance with the provisions of this Agreement, the rules of GEOPEDİ announced/notified in any manner, the legislation in force and the rules of morality, and that the legal and criminal liability relating to such business and transactions belongs personally to the Member.

3.5. The Member is responsible for ensuring that all of their information registered on GEOPEDİ, including the Member's username and password information, is complete and accurate, that it is updated in a timely manner, that deficiencies are completed, and that it is kept complete and accurate at all times. Setting the membership account password in a secure manner and changing it at certain intervals, ensuring the security of the membership account and of the information associated with the membership account, not sharing this information with third parties, protecting its confidentiality and taking all necessary measures in this respect are entirely the Member's responsibility. The Member accepts, declares and undertakes that HELİODOR TECH bears no liability whatsoever, including for damages that may arise from such information being obtained by third parties. In the presence of any suspicion regarding the use of the password and/or the security of the membership account and its password, HELİODOR TECH shall have the right and authority, with all rights to claims, lawsuits and enforcement proceedings reserved, to partially or completely restrict, block, suspend or terminate the Member's membership.

3.6. The Member accepts, declares and undertakes that business and transactions carried out using the e-mail address / phone number and password belonging to them shall be deemed to have been carried out by them, that the liability arising from such business and transactions belongs to them, that they may not put forward any defense and/or objection to the effect that they did not carry out such business and transactions and/or may not refrain from fulfilling their obligations on the basis of such defense or objection, and that HELİODOR TECH bears no liability whatsoever in this respect.

3.7. The Member accepts, declares and undertakes that they will use GEOPEDİ and the content, materials and elements on GEOPEDİ in accordance with this Agreement, the GEOPEDİ rules announced/notified by HELİODOR TECH in any manner, the provisions of the relevant legislation and the rules of morality; that the legal and criminal liability that may arise from their non-compliant uses shall belong personally to them; and that, in the event that HELİODOR TECH, entirely at its own discretion, detects a non-compliant use, HELİODOR TECH shall have the right and authority, with all rights to claims, lawsuits and enforcement proceedings reserved, to partially or completely restrict, block, suspend or terminate the Member's membership.

3.8. Non-compliant uses are listed below by way of example:

• Causing damage in any manner whatsoever to HELİODOR TECH, GEOPEDİ and/or third parties while transactions on GEOPEDİ are being carried out;
• Using GEOPEDİ for the purpose of creating, controlling, updating and/or modifying a database, record or directory on behalf of any person;
• Using all or part of GEOPEDİ for the purpose of corrupting, modifying and/or reverse engineering it;
• Carrying out transactions using false information or another person's information, creating untrue membership accounts by using false or misleading personal data, and using these accounts contrary to this Agreement, to the GEOPEDİ rules announced/notified by HELİODOR TECH in any manner, to the legislation in force and/or to the rules of morality; using another Member's account without permission;
• Using any other technology, harmful software or virus that damages GEOPEDİ, GEOPEDİ's database, or any content on GEOPEDİ;
• Accessing the Account Page by robots or automated login methods;
• Engaging in activities that would create unreasonable or disproportionately large loads on the communications and technical systems determined by GEOPEDİ or that would damage the technical operation; using "screen scraping" software or systems on GEOPEDİ such as automated programs, robots, web crawlers, spiders, data mining and data crawling; and/or the unauthorized copying, publication or use of all or part of any content on GEOPEDİ by means of any transaction of a similar nature;
• Failing to take the necessary measures, including the use of the necessary protective software and licensed products, against all kinds of programs, viruses, software, unlicensed products, trojan horses and other dangers that would damage GEOPEDİ;
• Using GEOPEDİ in a manner that would adversely affect the GEOPEDİ experiences of other Members; carrying out attacks against the personality and property rights of other Members.

3.9. The Member knows and accepts that all personal data, information, photographs, videos, ideas, expressions, comments, ratings, correspondence and all other content that they upload and provide both during registration on GEOPEDİ and while using GEOPEDİ (the "Member Content"):

• will comply with this Agreement, the GEOPEDİ rules announced/notified by HELİODOR TECH in any manner, the provisions of the relevant legislation and the rules of morality;
• will not be contrary to law, morality or the rights of third parties (including but not limited to intellectual and industrial property rights, the right to privacy of private life and personal rights);
• will not be used — including its publication outside GEOPEDİ — for purposes other than those of GEOPEDİ or in a manner that would manipulate HELİODOR TECH's systems;
• will be created only for the situations permitted by this Agreement, by the GEOPEDİ rules announced/notified by HELİODOR TECH in any manner and by the provisions of the relevant legislation; for example, the Member will comment only on products in respect of which they hold the right to comment and rate under the relevant legislation;
• will comply with the KVKK and the relevant legislation and will not contain personal data belonging to third parties;
• will not be of a nature that constitutes a criminal offense, that results in or encourages the violation of international agreements, that contains advertising and/or marketing content, that is pornographic or contains nudity, or that is contrary to generally accepted social rules or to intellectual and industrial rights, that creates unfair competition and/or of a similar nature, and the Member knows and accepts that HELİODOR TECH pursues a zero-tolerance policy for such content. The Member accepts that HELİODOR TECH has no obligation whatsoever to control Member Content, that the Member is solely and exclusively responsible for the Member Content, and that the Member is obliged to compensate all damages of HELİODOR TECH and/or third parties that may arise on account of the Member Content. Although this does not mean that HELİODOR TECH has any obligation to control Member Content, HELİODOR TECH reserves the right to control Member Content and to investigate violations relating to Member Content, either ex officio or upon a complaint/notification it receives; HELİODOR TECH may, entirely at its own discretion, refrain from publishing, modify or delete Member Content that it deems contrary to this Agreement, and may block access to / the viewing of Member Content. In such a case, HELİODOR TECH shall furthermore have the right and authority, with all rights to claims, lawsuits and enforcement proceedings reserved, to partially or completely restrict, block, suspend or terminate the Member's membership.

3.10. The Member accepts that the data details relating to an audit may be shared with the registrant in accordance with the legislation, in the event that they are requested by the registrant upon a consumer complaint.

3.11. By uploading Member Content to GEOPEDİ, the Member accepts that they are the exclusive owner of the intellectual and industrial property rights and other rights relating to the Member Content, and that, with respect to all intellectual and industrial property rights and other rights relating to the Member Content — including, primarily, the economic rights within the scope of the intellectual rights arising from the Law on Intellectual and Artistic Works No. 5486 [namely: the right of fixation, the right of adaptation (FSEK art. 21), the right of reproduction (FSEK art. 22), the right of distribution (FSEK art. 23), the right of performance (FSEK art. 24), the right of communication to the public by means of devices enabling the transmission of signs, sounds and/or images (FSEK art. 25)] and the moral rights [namely: the right of disclosure to the public (FSEK art. 14), the right to have the name indicated (FSEK art. 15), the right to prevent modifications (FSEK art. 16), the right to prevent distortion/mutilation (FSEK art. 17)] — they grant HELİODOR TECH a full license, within the widest scope permitted by the provisions of the relevant legislation, primarily the Law on Intellectual and Artistic Works No. 5486, without any limit of use, unlimited in terms of duration, number and subject matter, applicable worldwide (internationally) — unlimited in terms of place —, sublicensable, irrevocable, free of charge, and unconditional and without reservation.

3.12. HELİODOR TECH has taken reasonable measures within the available means to ensure that GEOPEDİ and the content, materials and elements on GEOPEDİ available for access, use, downloading and sharing are free from harmful software. However, HELİODOR TECH provides no guarantee or undertaking whatsoever that GEOPEDİ and the content, materials and elements on GEOPEDİ available for access, use, downloading and sharing are free from viruses, bugs, trojan horses, corrupted files, worm programs, dialer programs, spam, spyware and all other similar malicious and harm-oriented software (such as spyware and adware), programs, products, codes and/or materials. The Member is obliged to take all necessary measures, including using the necessary protective software, hardware and licensed products, to prevent these from occurring and from infecting in any way their devices, device hardware and software and/or other equipment and technologies. HELİODOR TECH shall in no way be liable for the damages that may be suffered by the Member and/or third parties, including but not limited to malfunctions, damage, erroneous information, data breaches and losses that may occur within this scope.

3.13. HELİODOR TECH has taken reasonable measures within the available means to ensure the accuracy, security, currency, availability, continuity, completeness, fitness for purpose and functionality of GEOPEDİ and of the content, materials and elements on GEOPEDİ, and provides them "as is" and "as available"; it provides no guarantee or undertaking whatsoever in relation thereto.

3.14. The links on GEOPEDİ may take the Member to other websites/applications. HELİODOR TECH provides no guarantee or undertaking whatsoever with regard to the content, accuracy, reliability, security and/or functionality of these websites/applications, and shall in no way be liable for damages that may arise from access, use, downloads, sharing and/or changes in respect of these websites/applications.

3.15. HELİODOR TECH may, entirely at its own discretion, at any time and without stating any reason, reject membership applications, terminate memberships, or make the acceptance or continuation of a membership application, or the use of GEOPEDİ, subject to additional terms and conditions. The changes, additional terms and conditions, provisions, directives and policies to be introduced by HELİODOR TECH after the Member's membership transaction and to be announced/notified/published in any manner shall, following their publication on GEOPEDİ, be binding on the Member as of the moment of publication without the need for any further notification or approval, and the Member shall be deemed to have accepted them by continuing to use GEOPEDİ / to benefit from the services offered through GEOPEDİ; however, where the provisions of the relevant legislation require that these be expressly approved by the Member, then as long as they are not approved by the Member, HELİODOR TECH shall have the right and authority to partially or completely restrict, block, suspend or terminate the Member's membership.

3.16. The Member may at any time terminate their membership unilaterally without stating any reason. The Member will be able to carry out the process of closing the membership account via GEOPEDİ. They will be able to initiate the transactions for closing their account by following the relevant steps found on the "My Account" or "Menu" page on GEOPEDİ. Following the Member's initiation of the transactions for closing their account and the receipt of this request by HELİODOR TECH, the account closure request shall be finalized in line with the rule sets determined by HELİODOR TECH, for the purposes of ensuring account security and preventing abuse. The Member accepts that they understand that, after the closure of the membership account, they will not be able to use the membership account again and/or will not be able to recover the rights and advantages defined in connection with the account, and will not be able to transfer them to various other accounts.

3.17. HELİODOR TECH may, entirely at its own discretion, remove from publication, partially or completely, permanently or temporarily, GEOPEDİ and/or the services offered through GEOPEDİ, and may modify them, make them subject to a fee, update them, suspend them, discontinue them and/or open additional services on GEOPEDİ. HELİODOR TECH bears no liability whatsoever towards the Member and/or third parties in relation to the matters listed in this article and other matters of a similar nature.

4. PROTECTION OF PERSONAL DATA

4.1. HELİODOR TECH attaches importance to the processing of personal data within the scope of this membership agreement in a manner compliant with all legislation, including the KVKK, and to ensuring their security and protection. HELİODOR TECH processes and shares the Member's personal data obtained during the conclusion and performance of this agreement, primarily for the purposes of providing the services specified in this agreement, the formation of the order and the completion of delivery, carrying out activities aimed at increasing the Member's satisfaction, ensuring the security of their accounts, and resolving disputes arising in matters that may constitute a criminal offense within the meaning of the Turkish Penal Code, such as forgery, fraud, and the misuse of GEOPEDİ.

4.2. HELİODOR TECH is obliged, within the number and variety of products offered on GEOPEDİ, for the purpose of presenting products suitable for the Member, to enable the Member under this agreement to find products suited to their preferences and to access such products easily and quickly. The Member accepts that the processing of their personal data within the scope of this obligation is necessary for the due performance of the agreement.

4.3. The Member accepts that they understand that they may obtain detailed information about the personal data processing and sharing activities by means of the Privacy Notice on the Protection of Personal Data (the "Privacy Notice"), which is located under GEOPEDİ and which is an integral part of this Agreement. The Member accepts that HELİODOR TECH reserves the right to update the Privacy Notice at any time within the framework of changes that may be made in the legislation in force or in company practices.

4.4. In order to obtain detailed information regarding their personal data being processed and to submit their rights and requests under the KVKK, the Member may apply to HELİODOR TECH — in a manner containing the mandatory elements specified in Article 5 of the Communiqué on the Procedures and Principles of Application to the Data Controller — through the application methods set out in the Privacy Notice, or by sending an e-mail to info@heliodor.com.tr from the e-mail address registered in their membership account.

4.5. Upon the termination of the membership agreement / the closure of the membership account, personal data whose purpose of processing and storage has ceased shall be deleted in accordance with the legislation; the Member's personal data whose retention is mandatory under the legislation shall continue to be processed by HELİODOR TECH until the purpose of processing ceases to exist.

4.6. HELİODOR TECH shall take all necessary measures for the secure storage of the personal data in question in accordance with Article 12 of the KVKK, and for the prevention of unauthorized access and unlawful data processing.

5. COMMERCIAL ELECTRONIC MESSAGES

5.1. If the Member gives consent to commercial electronic messages, HELİODOR TECH may send commercial electronic messages to the Member for the purpose of promoting and marketing its goods and services, via the e-mail address registered on GEOPEDİ or by calling their phone number or by sending SMS. The Member is obliged to keep the e-mail address and phone number registered on GEOPEDİ accurate and up to date.

5.2. The Member has the right not to give consent to the sending of commercial electronic messages or to withdraw their consent. In this context, the Member may withdraw their consent through the methods listed under the relevant legislation; in addition, in order to facilitate the Member's exercise of this right, HELİODOR TECH also enables the Member to change their preferences regarding the sending of commercial electronic messages via GEOPEDİ.

6. INTELLECTUAL PROPERTY RIGHTS

GEOPEDİ and all elements and content relating to GEOPEDİ (including but not limited to all trade names, works, copyrights, inventions, patents, trademarks, designs, graphics, logos, other distinctive names and signs, domain names, software, program flows, algorithms, source and object code, program and user interfaces, data, databases, records, codes, processes, ideas, texts, animations, clips, music, videos, photographs, pictures, figures, drawings, images, trade dress, slogans, screens, know-how, projects, concepts, programs and applications) (the "HELİODOR TECH Content") and all rights connected therewith (including but not limited to intellectual and industrial property rights and ownership rights) belong to HELİODOR TECH. All content shared by other Members through GEOPEDİ, including but not limited to personal information, photographs, videos, ideas, expressions, comments and correspondence (the "Other Member Content"), belongs to the Member who shares it through GEOPEDİ, subject to the full license held by HELİODOR TECH in relation thereto. The creation of the membership account, the granting to the Member of the authorization to access GEOPEDİ, to use GEOPEDİ and/or to benefit from the services offered through GEOPEDİ, and/or any provision within the scope of this Agreement, does not mean that the Member is granted any right whatsoever in relation to GEOPEDİ, the HELİODOR TECH Content and/or the Other Member Content. In this context, it is absolutely prohibited for the Member to use, quote, copy, reproduce, modify, reverse engineer, decompile (convert back to source code), back up, transmit, store, process, sell, share, disseminate, distribute, rent, lend, adapt or transfer GEOPEDİ, the HELİODOR TECH Content and/or the Other Member Content, partially or completely, directly or indirectly, outside the purpose of use of GEOPEDİ, or to make them the subject of any other business, transaction or disposition, and/or to encourage such acts and/or to facilitate their being carried out. The Member accepts that, in the event that they violate the prohibition contained in this article, they shall be obliged to compensate all damages of HELİODOR TECH and/or third parties that may arise. In such a case, HELİODOR TECH shall furthermore have the right and authority, with all rights to claims, lawsuits and enforcement proceedings reserved, to partially or completely restrict, block, suspend or terminate the Member's membership.

7. AMENDMENTS TO THE AGREEMENT AND WAIVER

7.1. HELİODOR TECH may, entirely at its own discretion, unilaterally amend this Agreement and every kind of policy and rule, term and condition on GEOPEDİ, at any time it deems appropriate, by announcing/notifying it in any manner. Unless otherwise stated by HELİODOR TECH, the amendments and additions shall take effect, without the need for any further approval, on the date on which they are announced/notified and/or published on GEOPEDİ, and the remaining provisions shall remain in force as they are and shall continue to produce their terms and consequences; the Member shall be deemed to have accepted these amendments and additions by continuing to use GEOPEDİ / to benefit from the Services. HELİODOR TECH recommends that Members visit the Membership Agreement page before each transaction they carry out on GEOPEDİ. Where the provisions of the relevant legislation require that the amendments be expressly approved by the Member and the amendments are not approved by the Member, HELİODOR TECH may partially or completely restrict, block, suspend or terminate the Member's membership.

7.2. Waivers not signed by HELİODOR TECH are not valid. HELİODOR TECH's failure to exercise, partially or completely, any of its rights under the Agreement, its not demanding that the Member comply with any provision or condition of the Agreement, and/or its waiver of any breach by the Member, shall not restrict the requirement that such provision or condition subsequently be complied with, and shall not be interpreted as a waiver of any subsequent breach.

8. FORCE MAJEURE

If riots, embargoes, state intervention, insurrection, occupation, war, mobilization, labor disputes including strikes, lockouts, industrial actions or boycotts, cyber attacks, communication problems, infrastructure and internet failures, improvement or renovation works relating to the system and malfunctions that may occur for this reason, power outages, fire, explosion, storm, flood, earthquake, migration, epidemic or another natural disaster, adverse weather conditions, changes in legislation, decisions taken by the competent authorities, or other events occurring beyond HELİODOR TECH's control, not arising from its fault and not reasonably foreseeable ("Force Majeure") prevent or delay HELİODOR TECH's performance of its obligations arising from this Agreement, HELİODOR TECH may not be held liable for those of its obligations whose performance is prevented or delayed as a result of the Force Majeure, and this situation may not be regarded as a breach of this Agreement.

9. MISCELLANEOUS PROVISIONS

9.1. The Member accepts, declares and undertakes that, in disputes that may arise from this Agreement, every kind of record and document held by HELİODOR TECH — including HELİODOR TECH's official books and commercial records, the e-archive records it keeps in its own database and on its servers, electronic information and computer records — shall constitute binding, conclusive and exclusive evidence, and that this article constitutes an evidence agreement within the meaning of Article 193 of the Code of Civil Procedure No. 6100.

9.2. The Law of the Republic of Türkiye shall apply in the interpretation and implementation of this Agreement. The Courts and Enforcement Offices of ANKARA shall have jurisdiction in the resolution of any dispute that may arise from this Agreement.

9.3. This Agreement constitutes the entirety of the understanding between the Parties in relation to the subject matter of this Agreement; the invalidity, unlawfulness or unenforceability of any provision of this Agreement or of any statement contained in the Agreement shall not affect the force and validity of the remaining provisions of this Agreement.

9.4. The Member may not, in any way, transfer or assign this Agreement and/or their rights, interests and/or obligations arising from this Agreement to third parties without first obtaining HELİODOR TECH's written consent. Any assignment or transfer transaction carried out without HELİODOR TECH's prior written consent shall be invalid. However, HELİODOR TECH may transfer and assign this Agreement and/or its rights, interests, receivables and/or obligations arising from this Agreement to its controlling companies, its subsidiaries, its affiliates, its business partners and/or third parties, without first obtaining the Member's written consent.

9.5. Every kind of right and authority held by HELİODOR TECH pursuant to the terms and conditions of this Agreement and the provisions of the relevant legislation is of a nature that may be exercised jointly; in other words, HELİODOR TECH's exercise of any right or authority it holds pursuant to the terms and conditions of this Agreement and the provisions of the relevant legislation shall in no way prevent it from exercising any of its other rights and/or authorities.

9.6. The Parties accept, declare and undertake that, in the event of any conflict between the versions of this Agreement in different languages and this version, the provisions of this Agreement shall apply to the relationship between them.

9.7. This Agreement, consisting of 9 (nine) articles, has been approved electronically by the Member, each of its provisions having been read and understood in its entirety. This Agreement has entered into force for an indefinite period as of the moment it was approved.

Last updated: March 23, 2026