DISTANCE SALES AGREEMENT OF IEYP

This IEYP Distance Sales Agreement ("Agreement") has been prepared in order to determine the rights and obligations of the parties of the Agreement in accordance with the provisions of the Law No. 6502 on the Protection of the Consumer and the Regulation on Distance Contracts regarding the sale of products and services with the qualifications mentioned in this Agreement, which are offered through the website http://eypeducation.com/portal/ by Min Education and Consultancy Services (MIN EDUCATION).

This Agreement serves as a preliminary information in accordance with Law No. 6502, and the Buyer accepts that they have read the contract, that the terms of the program are included in the informative content, and that they have been informed of this Agreement and agreed to it before approving this Agreement.

1. PARTIES

This Agreement has been concluded between Min Education and Consultancy Services, with its registered address at Abdurrahman Nafiz Gürman Mahallesi General Ali Rıza Gürcan street no:27, inner door no:81 Güngören, hereinafter referred to as "Min Education," and the Buyer/User whose information is specified in this Agreement, hereinafter referred to as the "User."

The terms "Buyer" and "User" used on our website have the same meaning as "Buyer" in this Agreement. The Buyer and the Seller will be referred to separately as "Party" and together as "Parties."

By giving electronic approval when registering to the cite, the User accepts, declares, and undertakes that they have read the entire Membership Agreement, fully understood its content, and approve all of its provisions.

2. SUBJECT OF THE AGREEMENT

Providing education plans and programs with the aim of regulating and strengthening preschool education standards for children aged between 2 and 6, with the name and logo of "IEYP", including teacher training, resource materials for administrators, unit plans for preschool education, activities for child development, STEAM activities, mindfulness activities, song and story video links, storybooks and videos for language acquisition, workbooks, worksheets, flashcards and various learning materials that support child development, recommended storybook titles, unit plans prepared in two languages, Turkish and English, for families, and unique products and services that accelerate active learning and support English language learning, as well as directly and indirectly serving schools, students, and families. All of these services will be referred to as "INTERNATIONAL EARLY YEARS PROGRAM" or "IEYP" in this agreement.

The subject matter of this Agreement is to regulate the mutual rights and obligations of the parties regarding the authorization to use the IEYP program, which is detailed in Article 3 of this Agreement, including the "Products and Services subject to the Agreement".

This Agreement does not grant the User an exclusive right to access and use the products and services subject to the Agreement. The Ministry of Education is free to provide the products and services subject to the Agreement to any natural or legal person, under any conditions it deems appropriate.

3. PRODUCT AND SERVICES SUBJECT TO THE AGREEMENT (IEYP Program)

1. The USER will access all IEYP Program subject to this Agreement online via http://eypeducation.com/portal/ by using the username and password provided by Min Education. Min Education accepts and declares that access to these products and services will be available during the term of the contract, provided that the USER fulfills the obligations arising from this Agreement.
2. During the term of the contract, the Product and Services will be provided to the User upon payment of the specified fees.
3. The specified Product and Services will be accessible online through http://eypeducation.com/portal/ during the term of the contract, and the content cannot be downloaded to the USER's own devices, and Min Education is not obliged to provide printed products.
4. The IEYP Program is an online package program that offers the same content to all users and does not contain any personalized commitments for the User.
5. All content offered through http://eypeducation.com/portal/ is available in Turkish and English. Language options are not available according to the User's country of residence.
6. The IEYP Program is a program of advisory nature prepared for parents, school managements or teachers of kindergarten students with age groups specified in its content, and each User has the freedom to integrate it fully or partially into their own school/child's education. The User acknowledges and declares that they are solely responsible for effectively using the content provided by the IEYP Program according to their own discretion.

4. PRICE AND PAYMENT METHODS OF PRODUCTS AND SERVICES

1. The price of purchased services and products can be paid in full by one of the methods listed below.
2. Payment with Credit/Bank Card:This is a method that is carried out by using a credit/bank card in accordance with the instructions on the http://eypeducation.com/portal/ web page, through an agreement made with certain banks. If this payment method is selected, the relevant amount will be collected by the authorized electronic payment provider institution.
3. Payment by Wire Transfer/EFT: is the payment made by selecting the "Wire Transfer/EFT" payment method on the http://eypeducation.com/portal/ website. In order to complete the payment process, the relevant amount must be paid in full to Min Education's account number on the website before the start of the relevant service. If this payment method is selected, the transfer or EFT fees for the relevant payment may be charged to the Buyer by payment providers. In such a case, Min Education is not responsible for the relevant transfer or EFT fees.
4. Min Education is not responsible for any problems that may arise in the payment due to errors that may be made by the Buyer/User during the payment.
5. Min Education has the unilateral right to change the price of the services it offers and the products it sells, as well as to apply discounts and campaigns.
6. If the Buyer/User defaults on payment by credit card, they acknowledge, declare, and undertake that they will pay interest and be liable to the bank under the credit card agreement between them and the issuing bank. In this case, the relevant bank may take legal action; may demand expenses and attorney's fees from the Buyer/User and in any case, the Buyer/User agrees to pay for any loss or damage suffered by the Seller due to the delay in the performance of the debt.

5. MUTUAL RIGHTS AND OBLIGATIONS OF THE PARTIES

1. Min Education undertakes to provide the User with access to the IEYP Program on the http://eypeducation.com/portal/ website and to send the User's username and password to the e-mail address specified by the Buyer/User within 3 (three) business days following the payment of the license fee.
2. The Buyer/User agrees, declares and undertakes to use the IEYP Program only with the username and password assigned specifically to him/her, not to share the username and password with any third party, institution or organization, and to pay a penalty of 100,000.00 TL to Min Education and to compensate all damages incurred by Min Education in case of any violation of this obligation.
3. Access to the IEYP Program is currently provided through http://eypeducation.com/portal/ . If web services are accessed through another address or in another way, the User will be notified accordingly, and these general terms and conditions will remain in effect.
4. The Buyer/User will access the IEYP Program online through http://eypeducation.com/portal/ using the assigned username and password and agrees to comply with the site's membership and usage terms and conditions.
5. The Buyer/User shall assign a parent, guardian, principal, administrator and/or teacher who has proficiency in Turkish and English and can integrate the program, communicate with Min Education, and coordinate with them to effectively use and benefit from the IEYP Program through http://eypeducation.com/portal/ . The frequency, style, and effectiveness of the person assigned by the Buyer/User to implement the program is entirely the responsibility of the Buyer/User.
6. The Buyer/User acknowledges and declares that they have reviewed the detailed information and sample content on how to use the portal and benefit from the IEYP Program available on http://eypeducation.com/portal/ and have decided to use the program. The Buyer/User also acknowledges and declares that they need to examine both the delivered materials and the sections available on the website in detail to efficiently benefit from the portal. The Buyer/User acknowledges and declares that they can obtain any technical support from Min Education when needed. Otherwise, the Buyer/User accepts and declares that the responsibility is theirs if they cannot effectively benefit from the program due to their inability to provide such proficiency.

1. The Buyer/User acknowledges and declares that they are responsible for all the data uploaded to http://eypeducation.com/portal/ , including family information, student information, notes, implemented programs, assigned readings, and any reports generated based on this data.
2. The Buyer/User acknowledges and declares that copyrighted materials such as books, music, and other content related to the IEYP Program cannot be uploaded directly to http://eypeducation.com/portal/ due to publishing rules and copyright laws. However, recommendations can be made by creating useful lists and/or directing users to links to publicly accessible web portals.
3. The Buyer/User acknowledges and declares that the accessibility and response time of web services depend on their internet speed and connectivity.
4. The IEYP Program website reserves the right to make improvements, updates, and changes to the web services and service interface for the purpose of improving and enhancing the performance of the website.
5. In case of any technical issues, malfunctions or sudden events that may disrupt the web services, the IEYP Program Headquarters will restore the system to its previous state as soon as possible. In case of any malfunction or system error caused by the Ministry of Education that lasts more than 15 (fifteen) days and prevents the provision of web services, the contract will be automatically suspended, and the user will not be required to pay the monthly service fee for the relevant period. The contract will be automatically reinstated upon the resumption of the service.
6. The Buyer/User agrees and undertakes that the usernames and passwords provided to them will only be used by themselves, will not be shared with any third party, will ensure that their staff also uses this information securely, will only grant access to employees, contractors or representatives who need to know the content of this agreement and who must use the system in accordance with the terms of this agreement. In case of detecting any opposite situation, the Buyer/User will immediately notify the Ministry of Education and undertake to act in cooperation with the Ministry of Education to stop and prevent unauthorized use.
7. In case of a request addressed to the User regarding the violation of the use of IEYP Methods, the User will immediately inform the Ministry of Education.

6. CANCELLATION AND REFUND CONDITIONS

1. The User may exercise the right of withdrawal without any legal or criminal liability and without giving any reason within 14 (fourteen) days from the date of membership and receipt of payment by notifying Min Education through the contact information on the website. However, if the User has already entered the program, started using the contents, and begun the education, no refund will be made.
2. The Buyer/User may exercise the right of withdrawal before starting the purchased training program and using the contents, provided that this request is submitted in writing. After the purchase process, if the contents have been used or education has started, the User cannot return the service or request a refund.
3. If the item purchased by the Buyer/User is a service and the service has not been used, the 14-day period begins from the date of the contract. In service contracts where the performance of the service has started with the consumer's consent before the expiry of the right of withdrawal, the right of withdrawal cannot be used.
4. It is required to make a written notification to Min Education by registered mail or e-mail within the 14 (fourteen) day period arranged for the exercise of the right of withdrawal.
5. Min Education is obliged to refund the total amount to the bank account/credit card of the Buyer/User within a maximum of 10 days after receiving the withdrawal notice. The Buyer/User acknowledges that the relevant bank may refund the money to their account/card in a longer period and that Min Education is not responsible for any such delays.
6. If there is a decrease in the value of the goods due to the fault of the Buyer/User, or if it becomes impossible to return the goods, the Buyer/User is responsible for compensating Min Education for any damages in proportion to their fault.
7. Additionally, it is not possible to use the right of withdrawal for services that have been started with the approval of the Buyer/User before the end of the withdrawal period.

7. TERMINATION OF CONTRACT

1. After the username and passwords have been provided to the User, and if the nature of the service allows access to information or if the service has been provided, the User does not have the right to withdraw.
2. Min Education shall have the right to unilaterally terminate this agreement without incurring any liability, compensation, or obligation of any kind, while preserving the rights and claims arising from the agreement, if one of the following justifiable reasons exists. The following are justifiable reasons for immediate termination of the agreement by Min Education:
   1. If the user shares their username and password assigned to them with third parties and knowingly or negligently allows third parties to access the program content and/or facilitates access, it shall constitute immediate justifiable cause for termination of this Agreement by Min Education.
   2. If the User copies the IEYP Program or any of its content in whole or in part and uses it elsewhere or grants usage rights to third parties.
   3. If the IEYP Program is not used efficiently enough, if it is misrepresented and misapplied to third parties, or if it damages the program's brand value.
   4. If the IEYP Program is not implemented and the qualification certificate is not deemed sufficient.
   5. If information, content, and documents related to the IEYP Program are used in written, printed, or digital works, even if no brand or logo is specified, under another title that is associated with another school, partner, investor, manager, employee, consultant, relative, etc., other than the User and school specified in this contract, and in their own product and brand content.
   6. If the physical conditions required for the User to apply the program are not met, the necessary materials are not provided, or personnel with the necessary qualifications to apply the program are not employed.
   7. If the User partially or completely assigns or transfers this contract, their rights, benefits, and/or obligations arising from the contract to any third party without obtaining the written consent of Min Education, or if the percentage of the User's ownership structure changes by 30% or more as a result of one or more transfer transactions.
   8. If the contract is terminated by Min Education for justifiable reasons or by the User before the end of the term, the User agrees to pay Min Education the total monthly service fee for the remaining contract term as a penalty clause as of the termination date.
3. In the event of termination of this Agreement for any reason, no refunds will be made for fees paid up until the date of termination, including the license fee paid by the User to Min Education.
4. Min Education reserves the right to terminate this Agreement at any time by providing the User with at least 3 months' notice in the event of circumstances that prevent the continuity of the service as stated in this Agreement.
5. In the event of termination of the agreement for any reason, the User acknowledges and agrees that:
   1. Their right to use the products and services subject to the contract will cease as of the termination date.
   2. They will remove IEYP Program trademarks and logos from all written, printed, digital media, products, and materials, such as books, brochures, forms, t-shirts, etc., and will not use them in any way.
   3. They will not use or allow the use of any information, content, and documents related to the IEYP Program acquired through the agreement under their own title or another title associated with them, such as partner, investor, manager, employee, consultant, relative, etc., in written, printed, or digital works or in their own product and brand content, even if the trademark or logo is not specified;
   4. All kinds of information acquired in the performance of this agreement are considered confidential information, and they undertake to keep and maintain all confidential information in strict confidentiality, not to share it with any third parties for any reason and acknowledge that the program's activities and events are inspired by and derived from many programs implemented around the world.
   5. The User acknowledges, declares, and undertakes that the commitments and obligations specified in this article cover themselves and all employees, and they are responsible for any violation of these obligations by their employees.

The user agrees, declares and undertakes to pay the total service fee for the last 1 year as a penalty to Min Education in the event of a breach of the commitments contained in Article 5 prior to termination.

8. PRIVACY

1. Prior to or after the date of signature of this Agreement, any and all commercial, financial, operational, technical and/or corporate information disclosed or provided directly or indirectly by the Parties, verbally, in writing, visually, electronically or in any other manner, acquired or otherwise obtained, including but not limited to the companies' products, services, technologies, projects, activities, business plans, commercial operations and research and development of commercial operations and products, know-how, design rights, trade secrets, market opportunities, financial statements, and any and all information related thereto, as well as any reports, notes, analyses, compilations, forecast reports, data, expert reports, information summaries, studies and other documents reflecting or containing such information shall be deemed to be "Confidential Information".
2. The Parties agree to:
   1. Treat as confidential any information acquired in the performance of this Agreement and any information related to the license applied to it or any information related to the monthly service fee.
   2. Keep any and all Confidential Information in strict confidence and not to disclose any portion of such Confidential Information to any third party without the written permission of the Other Party.
   3. Take all necessary precautions, without falling below the degree of reasonable care, to prevent unauthorized use, dissemination, or disclosure of the Confidential Information, and to exhibit the same degree of care it uses to protect its own confidential information of similar importance.
   4. Not to copy or reproduce any Confidential Information in any form without the prior written consent of the disclosing party.
   5. Not to use any Confidential Information for any purpose other than the performance of this Agreement, and not to use any Confidential Information to gain any commercial advantage over the other Party, without prejudice to the general nature of the provisions above.
   (VI) The confidentiality obligation set forth in this Article shall apply to the USER and all employees, and the USER acknowledges, represents, and undertakes that it shall be responsible for any breach of confidentiality obligations by its employees.
3. The party found to have violated the confidentiality obligation agrees, represents, and undertakes to pay a penalty in the amount of six (6) times the last annual service fee paid to the other party.

9. INTELLECTUAL PROPERTY RIGHTS

"Subject Matter of Intellectual Property Rights", refers to any product of human intellect and mind, and includes commercial trademarks, service marks, trade names, domain names, logos, appearance, patents, provisional patents, invention patents, utility models, inventions (whether or not patentable), know-how (including all types and forms of formulations, processes, technical information, confidential industrial and commercial information and techniques), industrial designs, copyrights, semiconductor topographies, databases, new or existing compilations of data or information not within the scope of any existing copyright, and any and all confidential information relating thereto (whether or not registered, including applications for registration thereof), and any rights of protection provided anywhere in the world having a similar nature or equivalent or similar effect. "Intellectual Property Rights" refers to the rights included in the Subject Matter of Intellectual Property Rights.

1. The parties agree that they will not use any Intellectual Property Rights without the other party's prior written consent, except for the rights granted to them under this Agreement. All Intellectual Property Subject Matter and Intellectual Property Rights used within the scope of the services provided under this Agreement will continue to belong to the parties themselves, and no rights granted during the term of the contract will be construed as a transfer, but only as a usage right subject to legal terms during the term of the contract. All ownership and usage and disposal rights will remain with the owner.
2. The User acknowledges, declares and undertakes that Min Education owns the Intellectual Property Rights related to the IEYP Program, IEYP Methods, License and any other related element and that the User shall not use, copy, modify, edit, distribute, sell, transfer, reproduce, process, make public, use in public, transmit, publish, or grant a license for such Intellectual Property, except within the limits set out in the contract.

10. FINAL PROVISIONS

1. In case of any dispute arising from the implementation of this Agreement and its annexes, the Parties have agreed that the Istanbul Courts and Enforcement Offices shall have jurisdiction.
2. This agreement and its annexes form a whole, and the invalidity of any provision or part thereof under the laws, by the legislator or any official authority or court does not affect the validity of other provisions.
3. This Agreement does not establish any partnership, joint venture, employment, or agency relationship between the Parties, and none of the provisions of the Agreement can be interpreted to have such an effect.
4. Failure or delay of Min Education in exercising any right, authority or privilege arising from this Agreement shall not be deemed a waiver of such right, authority or privilege, and the use of any right, authority or privilege, whether in whole or in part, does not prevent its subsequent use or the use of any other right, authority or privilege.