USER AGREEMENT
I. Parties
This user agreement (“Agreement”) is executed by and between,
(a) TWENTIFY AMERICAS CORP., a subsidiary of Twentify, having its registered address at 390 March Road, Ottawa, Ontario, K2K 0G6 Canada (hereinafter referred to as “Twentify”)
(b) “User”, who becomes party to this Agreement immediately and directly by installing the Web Portal (defined below) into a tablet computer, handheld computer, mobile phone and/or similar electronic devices and creating user account on Web Portal in his name
with the terms and conditions stated below.
II. Subject of the Agreement
This Agreement sets out the various conditions, necessities and restrictions for appropriate use of the Web Portal. The main principles and rights and obligations of the Parties for the purpose of use of Web Portal are specified and agreed in this Agreement.
III. Definitions
In line with the purposes of this Agreement, the terms stated hereinafter, in addition to the defined capitalized terms in other parts of the Agreement, shall bear the below meaning attributed to such terms:
Activity: any and all kinds of commercial activities, organizations, campaigns, promotions, advertisements, introductions, surveys, competitions, games and similar activities to be conducted on the Web Portal.
Bounty App: Application to be used in the collection of data through signing up to Bounty App, Answering and participating in surveys, and consent given data in all Users’ phones including AD ID and location.
Kantar Media: A corporation duly cooperated under Turkish law.
Task: tasks to be performed by the User, specified or to be specified on the Web Portal.
Task Data: any and all kinds of data, including voting, comments, analysis, voice records, photos, videos, location information and/or similar data, requested by Twentify/Customer, regarding tasks specified on the Web Portal .
RealityMine: The integrator, RealityMine Limited, providing software development kits (SDK).
Service: service provided by Users where they will participate in and answer surveys and perform tasks specified on the Web Portal belonging to Twentify in line with requests of Customer and reporting of the results directly or via the Web Portal to the Customer.
User Account: the account, containing information, provided by the User, which involves name and surname, date of birth, gender, e-mail address, telephone number and similar information of the User in order to be a member of the Web Portal.
Customers: all and any companies, requesting Service and providing goods and/or services, specified under tasks on the Web Portal.
Payment: payments, conditions and amounts as specified by Twentify, to be rendered by means of transfer, electronic funds transfer, mobile payment, PayPal, bank check, gift check and similar payment methods to the User for each Task performed by the User on the Web Portal under the conditions of this Agreement.
Web Portal: all mobile applications (Bounty App), software programs, services web site named Twentify Dashboard whose rights belong to Twentify, and updates of these accessible via mobile phone, tablet computer, handheld computer and/or any similar electronic devices.
IV.Representations, Warranties and Obligations of User
The User agrees that the User understands all the matters stated below and shall perform tasks and participate in relevant surveys while the User uses the Web Portal.
It is the responsibility of the User to abide by provisions of this Agreement while the User uses the Web Portal. The User agrees to abide by the rules of all relevant legislation, regulations, rules that have been generally accepted and declarations made by Twentify. All and any legal, criminal and financial responsibilities, arising from the User’s non-compliance with the requirements of the applicable legislation shall be borne by the User solely even in the case that this Agreement expires.
The provisions stated under articles IV and V aim to protect the Service, Twentify, any Customer of the Service and the User from charges as to inappropriate, improper, derogative and illegal activities.
IV.1 Software, equipment, patches, updates, upgrades or online network, web site or new versions of procured system software or equipment belonging to Web Portal, the Service and Tasks have been created by Twentify and all intellectual property rights, arising from relevant legislations and regulations, including the Turkish Law of Intellectual Property Rights numbered 5846, and the Canadian Copyright Act are solely owned by Twentify.
The User shall not copy, reproduce, announce, disclose, modify, or use any name/trademark/logo in a way that creates confusion without prior written consent of Twentify.
IV.2 The User accepts, declares and undertakes that the User is above the age of 18 and is above the age of majority in their jurisdiction of residnece and all the information given by the User is complete, true and legally and duly owned by the User.
The User shall not perform the Tasks and Activities in the case that the User is below the age of maturity where they reside. Even in case the User performs such, he shall not be entitled to request or receive Payments as to said Tasks.
The User accepts, declares and undertakes that the User shall use this information while the User takes actions related to this Agreement and the User shall provide information immediately to Twentify in the case that Twentify requests such information, which is deemed necessary. The User accepts, declares and undertakes that the User shall provide the documents proving such information to Twentify in the case that Twentify requests such documents.
IV.3 The User shall not allow third parties to use the Web Portal and Tasks or make them accessible by means of license, sub-license, sale, resale, lease, transfer, distribution or any other method. The User shall create an account in their own name and solely use it on his own account and shall not create more than one account and/or on behalf of third parties, shall not use the user account of a third party or disclose the User’s account password to third parties.
IV.4 The User shall not use the Web Portal for commercial purposes, and/or lottery, campaigns, advertisements, introductions, organization, survey, competition, game or any other similar activities purposes without the prior consent of Twentify.
IV.5 The User accepts, declares and undertakes that the User acknowledges that Twentify is able to identify the location of the User even when the Web Portal application is running on the background and related to these matters. To the extent permitted by applicable law, the User agrees they will not conduct any activity against interests of Twentify and will not make a claim from Twentify.
IV.6 The User accepts and undertakes that the User shall give permission to Twentify for using, disclosing and disposing any and all rights (including intellectual property rights) attached to the content submitted/announced by the User without charge and all intellectual property rights as to corrections, upgrades, improvements and any other similar changes made by the User related to the Web Portal is owned by Twentify.
IV.7 The User accepts and declares that the User shall not decode, transfer into source code, remove, amend, transfer, carry out reverse engineering and other similar activities regarding soft switches, source codes, algorithms, tags, architectures and any other likes of Web Portal for any reason.
IV.8 The User accepts and declares that the User shall not communicate with the Customers and make a request from the Customers without express written consent of Twentify.
IV.9 The User, in order to conduct activities necessary for the Agreement, accepts, declares and undertakes that the User shall be responsible for covering data, mobile phone and similar expenses solely and shall not request anything from Twentify.
IV.10 The User accepts, declares and undertakes that the User shall be obliged to compensate any and all damages of relevant real persons and legal entities, arising from any behavior, movement and any other similar activities of the User in breach of this Agreement or the applicable laws immediately upon first demand in full and in cash.
IV.11 The User hereby agrees, declares and undertakes that in case he participates in Task and Activities;
a. He acts as a “data processor” under the Personal Data Protection Law numbered 6698 (“PDPL”) and will transfer personal data processed in compliance with PDPL and other relevant legislation to Twentify;
b. He will conform to all physical, technical and administrative measures necessary for providing the appropriate safety level as per the kind of personal data, taken by Twentify in order to prevent unlawful processing of personal data, unlawful access to personal data and ensure protection of personal data;
c. He shall be considered as jointly responsible with Twentify that the mentioned physical, administrative and technical measures are taken;
d. Pursuant to the instructions given by Twentify, he shall collect and process data in compliance with this Agreement, on behalf of Twentify. In case the instructions of Twentify and this Agreement are not duly performed, he shall inform Twentify as soon as possible and in this case, Twentify has a right to terminate this Agreement and suspend his membership;
e. He shall make necessary notification to Twentify immediately in case any kinds of unauthorized access to, loss or theft of or breach in respect of the data;
f. He shall not disclose processed personal data to others contrary to provisions of the applicable law, not use other than purpose within the scope of Task and Activities.
V. Other Prohibited Types of Use of the Software
V.1 Transfer, distribution, recovery and storing of any and all kinds of unlawful data and materials are prohibited. This prohibition, without any restriction, prohibits the User from conveying and/or spreading the following via the Web Portal.
a. Data infringing, damaging or manipulating intellectual property, publicity and privacy rights of third parties or rights and legal obligations of Internet service provider and subscribers;
b. Contents or data, defined as, damaging children or infringing private lives and advertisement rights of third parties, involving illegal contents or data or harassing, forcing, derogatory, libelous, threatening, immoral, obscene, discriminating, of political view, religious comment or speculative comments, involving unfair or hateful contents or harmful contents for children or contents to be conveyed and spread harming reputation of Twentify or third party service providers of it or its Customers, all as determined according to the sole discretion of Twentify;
c. Any and all kinds of illegal content or data involving drugs (heroin, cocaine etc.), pornographic material, crime, violence or hate;
d. Software products, including viruses, trojans etc., aiming to damage the system and data, to steal personal data and/or any other types of data from the system;
e. uncertain, wrong or wrong router information or content;
f. Any and all kinds of content that make Twentify, providers of Twentify or any other third parties liable;
V.2 It is prohibited to send all kinds of undesired e-mail messages (“spam”), short messages, instant messages or illegal and inappropriate social media messages.
V.3 It is prohibited to use the Web Portal for sending spam messages or other repeated or undesired messages illegally and to carry out activities preventing running of the Web Portal within its intended purpose or exceeding capacity limit of Web Portal.
V.4 It is prohibited for Users to have the accounts of third persons, unauthorized access to computer resources of third persons and/or to change data as to its identity, under its account, with misleading data or completely different data. It is prohibited for persons to send any kind of messages and communicate in electronic way, deviating from the intended purpose of the Web Portal. It is prohibited to change source IP address in order to make the account look like the account of another person or to use a fake title and account. It is prohibited to conduct activities in order to block access of another person to the Web Portal, service or the Internet. In addition to these, it is prohibited to announce data or content of another person or to announce data or content without authorization.
VI. Rights of Twentify
Twentify shall have right to enjoy rights stated below, without showing any reason, at any time and in any manner.
VI.1 Twentify shall have the right to install, download, record, remove, archive, use, collect, analyze, process, amend, reproduce, spread, share, disclose, sell, transfer, cooperate with third parties, synchronize with devices and conduct other similar activities on any and all kinds of contents owned or provided by the User provided that rules of personal data protection are followed.
VI.2 Twentify shall have the right to install cookie, software, program and similar data into all devices, on which the Web Portal has been installed, belonging to the User and to update the installed items.
VI.3 Twentify shall have the right to not to involve the User in some of the Tasks and Activities and to amend, restrict, cease, terminate, cancel and take similar actions regarding this Agreement, Web Portal, User Account, Tasks and Activities.
VI.4 Within the scope of this Agreement Twentify will notify the Tasks, requested by the Customers, to the User only for the purpose of rendering of the Service to the Customers. To the extent permitted by applicable law, Twentify shall have no liability as to Web Portal, Tasks, Activities, Customers and/or third parties.
VI.5 Twentify shall not be liable for any breakdown, technical incompetence and malfunction, error, delay, shutdown or any similar occasion on the Web Portal.
VI.6 Twentify shall not be liable for any act of Users, Customers and third parties.
VI.7 Twentify, provided that its other legal rights are reserved, shall have right to recourse to the User in order to collect the total amount of money, paid by Twentify, and to deduct such amount from the amount of money to be paid to the User by Twentify in the case that Twentify is made subject to any kinds of legal, administrative and/or criminal sanction due to acts of the User even after this Agreement expires.
VII. Task and Payment
VII.1 Twentify shall have right to request any data showing that the Task has solely been performed by the User, from the User within 2 (two) months following the date of delivery of the results of the Task by the User. Twentify shall have right to refrain from making Payment as to the Task to the User or request the User to make the Payment back in the case that Twentify has a doubt on whether the User performed the Task by itself or the User does not provide the data as requested by Twentify within the said period of time.
VII.2 The Task shall be deemed to have been performed by the User only if the User carries out all instructions as to the Task, as specified on Web Portal, and conveys information as to the Task as per Task Data, instructions, actual situation and methods as requested to Twentify via the Web Portal.
VII.3 The Task shall not be deemed performed in the case that Task Data provided by the User is not in compliance with instructions given by Twentify, actual situation and methods or Task Data has low quality and/or Task Data is not accepted by Twentify/ usable/ processable in which case the User shall not have right to claim a right and make a claim as to the Payment.
VII.4 The User shall be entitled to have Payment for each Task performed by the User as per this Agreement and the instructions in the Web Portal only once.
VII.5 The User shall not request any amount of Payment to be changed or made in cash or make similar requests or claims. The User shall not request any modification on the Payment.
VII.6 The User shall not assign and/or transfer any rights gained by performing tasks to third parties or allow third parties to enjoy such rights. This excludes payments done by Twentify to the User.
VII.7 The User shall not claim or be entitled to any additional benefit in exchange for suggestions, comments or likes given by the User on the Web Portal.
VIII. Payment
VIII.1 The User, in order for the Payment to be made to the User, shall enter into the payment information section under his profile of Web Portal and fill in the form with the information belonging to the User, namely identity number, address, province, mobile phone number, bank account information, including IBAN, educational background and occupation and convey the form to Twentify on condition that the Task is performed and such performance is notified to the User by Twentify. The Payment shall not be made in the case that such information is missing and/or incorrect and correction is not made on such information by the User. The User is responsible for keeping the information they provide up to date, and providing updated information if it changes.
In case the User makes request at any time as stated above, the User shall have performed the Task as per the provisions of this Agreement and in order for the User to be entitled for Payment, The User must have completed the Task/ Tasks worth at least $10 Canadian Dollars at any time.
VIII.2 Relevant Payment will be wired to the Paypal account specified by the User under the Web Portal within a time period between 3 (three) days to 60 (sixty) days following the date when the Task completion form is conveyed to Twentify. The User can have the Payment in form of cash or in some cases as a Gift Card from an online retailer.
VIII.3 Bank, transfer, Cargo, mail and any other similar expenses as to the payments shall be borne by Twentify. In some cases the User will be required to pay any 3rd party fees associated for receiving payment.
VIII.4 The User, with respect to the completed Tasks, hereby agrees, declares and undertakes that he shall not claim any request from Twentify except the Payment of which relevant taxes are deducted.
VIII.5 The User shall not be entitled to request the Payment regarding the Tasks, performed by the User, if the user account is closed upon request of the User or due to acts against this Agreement.
IX.Canada Multiscreen Project
Canada Multiscreen Project (hereinafter referred to as “Project”) is a project where Users grant consent to voice activity detection and audio surveillance over their phones in order for transferring the specific advertisements and contents watched via TV, radio or any other channel and via YouTube to Kantar Media and the Customer anonymously (as far as possible), and recording such data accordingly (hereinafter referred to as “Fieldwork”).
IX.1 All Users hereby agrees to upload the application via BountyApp to their cell phones, which enables the Fieldwork.
IX.2 All Users agree to establish a VPN internet connection to their cell phones.
IX.3 All Users choosing to participate in this project will give consent in the beginning of the project for audio watermarking surveillance over BountyApp and that data obtained within the scope of the Project is transferred. Users who do not give consent to audio watermarking surveillance will not be able to enter the project.
IX.4 Twentify shall upload the software development kit (SDK) belonging to the integrator, RealityMine, which is determined by Kantar Media, to BountyApp. Inside the mentioned SDK, transactions and phone data conducted by the Users and which are determined in BountyApp through various code packages belonging to RealityMine and Kantar Media are directly transferred with the servers of RealityMine. The data will include gender, age, education level, occupation, city of residence and whether or not the the SDK has detected a certain watermarked ad.
IX.5 Twentify shall upload the measurement application to the Users’ phones via BountyApp which enables Users to download and save the measurement application.
IX.6 Twentify shall request from each User to fulfill short surveys over BountyApp before and after the start of passive data collection in order to find out the impact of measured campaigns to the trademark.
IX.7 Twentify shall use audio filigran technology (audio watermark technology) which can detect filigran inserted in the campaigns to be measured.
X. Term of the Agreement and Termination
X.1 Term of the Agreement. This Agreement shall be valid and in force between the parties as long as the User Account remains open provided that other provisions under this Agreement are reserved.
X.2 Termination With Just Cause. Twentify shall be entitled to terminate this Agreement (a) by relying on justified reasons (i) if a warning is sent due to breach of the Agreement and such breach has not been remedied within 5 (five) days following delivery of the warning or (ii) if bankruptcy, insolvency, liquidation, and termination or transfer for benefit of its creditors is initiated against the other Party or (b) by giving 3 (three) days prior notice to the User provided that Payments, belonging to the time period between the date when the termination notice is sent and the date when this Agreement is terminated are paid. User Account will be frozen by Twentify until the time when the next notification is sent without paying any consideration in the cases stated above.
XI.General Provisions
XI.1 Relations of the Parties. Parties are independent contractors. This Agreement does not constitute an employer-employee relationship, partnership, franchise, joint venture, agency or fiduciary relationship.
XI.2 No Third Person Beneficiaries. Apart from the Parties mentioned in this Agreement, no third person beneficiaries of this Agreement exist.
XI.3 Notifications. Twentify may notify the User through the Web Portal, mail, telephone, facsimile, e-mail, text message (SMS) and/or web site.
XI.4 Waiver and Other Legal Remedies. Not exercising or delaying of exercising one of the rights stated in this Agreement shall not constitute waiver of such right. Unless otherwise explicitly stated herein, the legal remedies stated herein, are regulated non-exclusively in addition to the legal remedies regulated in the law or legal remedies anticipated equitably.
XI.5 Severability. In case any of this Agreement’s provision is found illegal by an authorized court, this provision will be amended by the court and it will be interpreted in the way of the provision’s main purpose, to the extent permitted by law. Besides, the remaining provisions of the Agreement shall stay in force.
XI.6 Transfer. The User shall not transfer its rights or obligations, stated herein, by operation of law or other way, without the prior written consent of Twentify. Twentify has the right to assign at its sole discretion.
XI.7 Applicable Law. Turkish Law shall apply to this Agreement and this Agreement shall be interpreted according to Turkish Law.
XI.8 Dispute Resolution. To the extent permitted by law, Istanbul Courts and Execution Offices are authorized by the parties in order to settle any and all disputes arising from this Agreement.
XI.9 Force Majeure. Parties shall not be liable for its non-performance in case the situations and causes are out of their control or unpredictable, including but not limited to act of god, war, terrorism, rebellion, embargo, civil or military authority’s acts, fire, flood disaster, accident or strike, labor problems (except for the affected party’s labors), the insufficiency of computer, telecommunication, the Internet, Web Portal providers or hosting providers or delays in hardware, software or power system which are not under the control of one of the parties. In so far the Party not being able to perform its obligation shall notify the reason of nonperformance to the other party immediately and shall make reasonable effort to prevent the delay.
This Agreement consists of 10 (ten) provisions, and comes into force at the time, when the User creates its account, between the Parties.