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This Cooperation Agreement (the “Agreement”) is entered into by and between Glmr EOOD, located at Bul, Andrey Lyapchev No 2A Sofia 2756,/Sofia/Bulgaria, on the one side, and Influencer, residing in the country specified as the country of residence in the Glamira Influencer Affiliate Program Application Form, on the other side, and entered into force as of the date of application. In this Agreement, Glmr EOOD, Business Partner and Agency/Influencer may be individually referred to as "Party" and collectively as "Parties".
The subject of this Agreement is to determine the mutual rights and obligations of the Parties regarding the cooperation to be realized. The Business Partner undertakes that the services subject to this Agreement will be performed directly by it and/or through its Influencer/Influencers.
This Agreement shall enter into force on the date of application to the Glamira Influencer Affiliate Program and shall automatically terminate upon completion of the obligations.
4.1. Within the scope of the cooperation to be carried out between the parties, the Business Partner will produce content for "GLAMIRA" Glmr Eood, within this framework, it will create an online static page ("Link") where the products of its choice are offered for sale from the products on GLAMIRA's websites and share these links on social media platforms.
4.2. The links specified in Article 4.1 of this Agreement and created/to be created by the Business Partner shall be shared through Instagram, Youtube, Tiktok, Pinterest and other platforms approved/announced by GLAMIRA.
4.3. Traffic and sales data of the previous day generated by the Business Partner and sent via the URL of the static page specified in Article 4.1 of this Agreement shall be shared weekly by GLAMIRA with the e-mail address notified by the Business Partner. In the event of a dispute regarding the traffic and sales data specified in this article, the data and records of GLAMIRA shall be taken as a basis and the Business Partner accepts, declares and undertakes that it shall not object to these data, that these data shall be taken as a basis for the resolution of the dispute in any dispute, and that it irrevocably releases Glmr Eood in the broadest sense for the past and the future transactions.
4.4. The Business Partner declares and undertakes that GLAMIRA has the qualifications expected from it in the following matters:
(a) submit the Work Items in accordance with the principles set forth in Article 4 of this Agreement and in the standards and manner set forth by GLAMIRA;
(b) act in an appropriate and professional manner at all times in the performance of its business items;
(c) use its best efforts to protect, promote and develop the interests of GLAMIRA;
(d) All advice and information provided, all statements and explanations made by the Business Partner shall be in accordance with the purpose of this contract.
4.5. The Business Partner accepts, declares and undertakes that it will act in accordance with the reputation of "GLAMIRA" while fulfilling the work items subject to the Agreement, that it will not make a negative discourse for the "GLAMIRA" brand and/or that it will not discredit GLAMIRA in any way, and that it will not use the names and products of "GLAMIRA" within any content, which is containing nudity and contrary to public morality.
4.6. The Business Partner agrees to provide all kinds of works and services, which may be not specified by GLAMIRA in this Agreement but of a reasonable nature.
4.7. The Business Partner accepts and declares that the use of personal rights elements by GLAMIRA in connection with the services subject to this Agreement does not constitute a violation of its rights arising from the applicable legislation.
4.8. The Parties accept, declare and undertake that GLAMIRA has no responsibility in any dispute that may arise between the Business Partner and the Agency, and that no fee will be requested from GLAMIRA in this context. The Business Partner's sole addressee is the Agency and the Business Partner accepts, declares and undertakes that all kinds of obligations, including payment obligations under the agreement between the Business Partner and the Agency, will be fulfilled by the Agency.
5.1. In return for the cooperation to be carried out within the scope of this Agreement, the commission fee to be paid for the purchases made through the link in the share made by the Business Partner has been determined as 10% of the total sales turnover derived from the link, after the cancellation and refunds are deducted. GLAMIRA is entitled to change the commission rates hereunder unilaterally, provided that it is announced in writing in advance.
5.2. Payments shall be made to the PayPal account specified by the Business Partner in the application on the first payment day of GLAMIRA following the 60-day maturity and the completion of the contractual service in accordance with the conditions specified in Article 5.1. The Business Partner accepts, declares and undertakes that the fees it is entitled to be paid pursuant to this Agreement will be paid to the Agency by GLAMIRA, if it is an intermediary agency, and that the Agency is responsible for the payments to be made to the Business Partner.
In the event that the Business Partner and/or the Agency fails to fulfill any of its obligations fully and/or completely under the Agreement until the expiry date of this Agreement, GLAMIRA may request a penal clause in the amount of the contract price from the Business Partner or the Agency within the scope of this Agreement without the need for any warning or court order or approval of third parties. The parties explicitly accept, declare and guarantee that the amount of penal clause specified in this article is (i) just and equitable; (ii) they shall not request for its cancellation and reduction and (iii) they waive from the right to request cancellation and reduction in advance due to the reason that it is excessive since it has been mutually agreed upon by the parties.
7.1. The Business Partner has transferred and assigned/has committed to transfer and assign all kinds of intellectual, financial and industrial property rights arising from the Law on Intellectual and Artistic Works and all other relevant Laws to GLAMIRA. Business Partner cannot make any claims on the contents within the scope of services and other documents or any part of these, cannot use the said content or have them used by third persons. Business Partner grants GLAMIRA full property guarantee for any and all intellectual property rights arising within the scope of services created by the Business Partner or on behalf of the Business Partner (through current and future assignments). The Business Partner undertakes to GLAMIRA that it has taken over/will take over a written and valid assignment of current and future intellectual property rights of all materials containing these rights in the services from the relevant persons who have contributed to the services.
7.2. The Parties agree that financial rights related to public transmission, distribution, display, processing, reproduction via all kinds of current or future devices for publication, sound and image transmission as well as format and title rights of all kinds of contents contributed by Business Partner and GLAMIRA for performance of the Services belongs to/shall belong definitely and solely to GLAMIRA including the moral rights set forth in the relevant articles of Intellectual and Artistic Works Law as well as the right to transfer to third parties, to the greatest extent under any name without any limitation in terms of number, country, geographic area (within the solar system and all universe), duration, format, transmission technology and usage type. The Business Partner cannot claim any rights within the services in full or partially and cannot use any production, work, etc. that will arise as a result of the services and will be subject to the Intellectual Property right and cannot not have third parties use them.
7.3. The Business Partner accepts, declares and guarantees that all kinds of recording, use, processing, reproduction, distribution, representation, radio and television broadcast, rental, leasing, computer and internet media sales and publication rights, publication, sales and marketing rights on all medias in any format desired by GLAMIRA and similar rights, rights stated in relevant Intellectual and Artistic Works Law (relevant ones of these rights) for all kinds of works and audio, image, verbal or non-verbal performance, interpretation, improvisation in full or specific portions that will be created as a result of services (in a part, piece and/or all of the services) upon agreement with third parties or companies desired by GLAMIRA to the broadest extent and without limitation in terms of duration, number, area, geographic area, technical format (film strip, magnetic tape, DVD, VCD, CD, MP3, video tape, CD-ROM Laser Disc, Computer Environment, all kinds of mechanical reproductions, etc.) shall solely belong to GLAMIRA including the right to transfer these rights to others partially or completely without any limitation in terms of number, country, geographic area (including relevant country, international platform, the world, the solar system and all universe), duration, format, transmission technology and form of use and without requiring other charges.
7.4. Business Partner declares and accepts that in terms of the performance of its obligations under this article 7 and due to GLAMIRA's actions to exercise financial, moral and similar rights, Business Partner shall not request any receivables or compensation from GLAMIRA, except for the payments stipulated in this Contract; and they also accept, declare and guarantee to fulfill all legal transactions required and/or deemed necessary by these considerations.
7.5. The Business Partner accepts, declares and undertakes that it consents to the use of GLAMIRA's Personality Rights related to the services (including but not limited to the name, surname, reputation, appearance, similar, image, physical characteristics, signature, handwriting, voice, symbol and other special elements of the personality of the Business Partner) and that the use of the services by GLAMIRA shall not constitute an unlawful act in any way.
7.6. All of the above rights and obligations shall remain in full force and effect after the termination of this agreement.
8.1. The Business Partner and/or the Agency acknowledge that they have access to Confidential Information during the ordinary course of this Agreement. During the term of this Agreement and after termination of this Agreement (if this occurs in any case whatsoever), the Business Partner and/ or the Agency shall not i) use any Confidential Information belonging to the parties, including GLAMIRA's customers, suppliers, employees and officers, which is given or disclosed to the Service Provider in confidence during the term of this Agreement; (ii) use it for its own purposes or for the purposes of any person, company, group company, institution or organization, (iii) disclose it to any person, company, group company, institution or organization, (iv) disclose to any third party any confidential information that has learned or learned in the course of its work, relating to GLAMIRA's business, financial condition, secrets, activities, transactions or interests, and fees received from GLAMIRA regardless of their nature, and shall prevent such disclosure. This confidentiality obligation shall remain in force even if the Agreement expires for any reason.
8.2. In all cases of legally considered as force majeure, GLAMIRA shall not be responsible for late or incomplete performance or non-performance of any of the actions specified in this Agreement. In case of any force majeure, any delay, incomplete performance, non-performance shall not be deemed as default, or any compensation shall not be claimed from GLAMIRA under any name for such cases. The term force majeure shall be interpreted as events out of reasonable control of the parties and the unavoidable, inescapable events despite exercising due diligence including but not limited to natural disasters, riots, pandemics, war, strikes, cyber attacks, communication problems, infrastructure and internet failures, system improvement or renewal works and failures which may be caused by this, electricity interruptions and adverse weather conditions.
8.3. In the event that a direct and/or indirect damage occurs due to the fulfillment of the commitments and obligations of the Business Partner and/or Agency within the scope of this Agreement, the responsibility shall exclusively belong to the Business Partner and/or Agency, and in such a case, GLAMIRA shall be kept free from the damages and claims that may be incurred/suffered by third parties.
8.4. In the event that the Business Partner and the Agency apply for legal remedies against GLAMIRA for any other reason such as the unlawfulness of this Agreement, the total amount of the compensation to be paid by GLAMIRA shall in no case exceed 10% of the total annual amount paid to the Business Partner through the Agency due to this Agreement. The Business Partner and the Agency accept, declare and undertake that GLAMIRA is not responsible for indirect damages in any way.
8.5. Based on the announcements to be made by GLAMIRA to the Business Partner and/or Agency, GLAMIRA may change the terms of this agreement and/or introduce new terms. In this context, the Business Partner and/or the Agency accept, declare and undertake that they will fulfill these obligations and act in accordance with the said obligations.
8.6. Business Partner and Agency shall not transfer or disclose any personal data they have learned or obtained in any way under this Agreement to third parties and shall not use these for any other purpose other than this Agreement without the prior express written consent of the GLAMIRA, except for the ones required for fulfilling the work within the scope of this Contract. In this context, the Business Partner and/or the Agency accept, declare and undertake that they are responsible for the pecuniary and non-pecuniary damages that GLAMIRA may incur if they make an misrepresentation regarding the sharing and processing of personal data with third parties. The obligation regulated under this article shall continue even after the Agreement is terminated.
8.7. GLAMIRA may change any clause in this Agreement with prior notice. The amended provisions of this Agreement shall become effective on the date of their announcement, while the remaining provisions shall remain in force and shall have effect and bear consequence. The Business Partner and/or the Agency have right to terminate this Agreement without paying any compensation, provided that they do not accept these changes, provided that they give 15 (fifteen) days written notice.
8.8. GLAMIRA is entitled to terminate this Agreement without justification and without paying any compensation and/or penal clause, provided that it is notified 15 (fifteen) days in advance at any time.
8.9. Any failure to exercise or delay in the exercise of any of the rights under this Agreement by the Parties shall not be considered a waiver of such rights, and the exercise of such rights, whether solely or in part, shall not prevent the exercise of other rights.
8.10. In the event that any provision of this Agreement is found at any time to be invalid, illegal or unenforceable by any court or competent administrative body, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.
8.11. The parties agree, declare and undertake that all correspondence, including the e-mail environment to be carried out between the authorized persons, shall be binding and the matters agreed in these correspondences shall be an annex to this Agreement and they shall not raise any objection to them.
8.12. The Laws of the Republic of Turkey shall apply in the interpretation and implementation of this Agreement. Istanbul Central (Çağlayan) Courts and Execution Offices are authorized for any dispute that may arise from this Contract.
8.13. The Business Partner and/or the Agency may not transfer and/or assign any of their rights or obligations under this Agreement without the written approval of GLAMIRA.
8.14. The main language of this contract is English and Turkish, and in case of a conflict and/or ambiguity in terms of meaning in the translations into other languages, if any, the contract will be interpreted based on the English and Turkish texts. The parties declare and accept that they are aware of this consideration and that they accept this consideration when signing the contract.
8.15. In the event that Stamp Duty and all other taxes and charges arise from this Agreement, such expenses shall be borne by the Agency/Business Partner.
8.16. This Agreement, which consists of eight (8)articles, has been concluded by the Parties by means of the electronic approval of the "Required Terms and Obligations" article in order to be included in the system during the completion of the application form by the Business Partner and the Agency and entered into force on the day of the electronic mail indicating that the application is accepted and included in the system.