1. SUBJECT
The subject of this Agreement is to determine the rights and obligations of the parties in accordance with Law No. 6502 on the Protection of the Consumer and the Regulation on Distance Contracts regarding the use of the software that provides data for patient-specific orthosis production through the AI-supported design program purchased electronically from www.osteoid.com (“PORTAL”) by the BUYER.
The product offered to the USER within the scope of this Agreement consists of the registered contents included in the digital product content selected by the user.
The BUYER confirms that they have acknowledged the preliminary information related to the product, such as the main characteristics, sale price, and payment method, that they have approved these preliminary details electronically, and that they have subsequently purchased the product electronically within the scope of this Agreement. The Preliminary Information Form and the invoice that will be sent to the BUYER, which contains the price of the Product, are an integral part of this Agreement.
2. PARTIES AND DEFINITIONS
2.1. SELLER COMPANY
Company Name: Osteoid Sağlık Teknolojileri A.Ş. (“Seller”)
MERSİS No: 0648064116100018
Address: Reşitpaşa Mah. Katar Cad. İtü Arı 1 Teknokent Building Block No: 2/5 Inner Door No: 27 Sarıyer, Istanbul
E-mail: info@osteoid.com
Kep Address:
Web Address: www.osteoid.com
2.2. BUYER
Full Name:
Address:
Phone:
E-mail:
2.3. USER
The USER is the BUYER or the person that the BUYER designates as the user, and is the person who uses the digital product subject to this Agreement.
The User declares that the information provided during the formation of this Agreement is complete and accurate and that they will not use the digital product for unlawful purposes. The User commits to inform the Company of any change in the information provided within a maximum of 15 days. The Company shall not be held responsible if access to the Portal or Products cannot be provided or if the Portal or Products cannot be used due to incomplete, inaccurate, or outdated information.
The User declares that there is no legal obstacle preventing them from concluding this Agreement (natural persons must have legal capacity, and legal entity representatives must be duly authorized).
Each User is also accepted as a Data Controller. The Company opens one User account for each Data Controller. Multiple Data Controller users are possible provided the necessary fees for the additional users are paid. The person who will enter the data must be someone experienced in entering data.
Access to the Product is possible by entering the username and password on the Portal. Unless another username is created, the username is derived from the designated e-mail address. The username and password are intended for the individual whose account the User is registered under or, if it is a legal entity, the person authorized by that entity to use the product.
The Company is entitled to issue invoices equal to the price of the purchased product for each third-party use if it is determined that the username and password are provided to a third party. The Company is not responsible for maintaining the confidentiality and security of the username and password. All activities performed under those credentials are deemed to have been carried out by the User. The User bears any legal or criminal liability arising from such activities.
3. PRODUCT DETAILS AND PRICE
3.1. This Distance Sales Agreement (“Agreement”), the Preliminary Information Form, and the Portal detail the service that presents the AI-supported design program and the software that supplies data for patient-specific orthosis production.
3.2. Individuals or legal entities who wish to benefit from the Product are required to pay a membership fee of 200.00 EUR through the payment procedures and tools available on the Portal to open a user account.
3.3. Real and legal persons who have a user account must pay a monthly subscription fee of 50.00 EUR for each account. This fee is invoiced at the beginning of each monthly period and may be updated from time to time by the Company. Fee changes become effective at the beginning of the next subscription period following the change. Continuing to use the Portal after a price change is deemed acceptance of the new fee. No refund will be made if the membership ends for any reason during the membership period, including termination.
3.4. The use of the software developed by the Seller is charged at 2.00 EUR per hour, and the software-generated production-ready .STL file (“Work”) can be sent to the User for 25.00 EUR.
3.5. The Company may adjust the fees at its discretion, and the new fees become effective as of the date they are published on the Portal or the date an informational e-mail is sent to the user’s registered e-mail address provided during registration. Upon receipt of payment from the User, the Company will send the invoice for the usage fees to the User’s registered contact information. The User is responsible for any taxes and duties related to the applicable fees.
3.6. If the User wishes to terminate their membership, they must inform the Company at least 30 days before the membership expiration date; otherwise, the membership will be automatically renewed at the current rate announced on the Portal, and an invoice for the new period will be issued.
4. RIGHT OF WITHDRAWAL
The Product covered by this Agreement is digital software. Accordingly, under Article 15(ğ) of the Regulation on Distance Contracts prepared in accordance with Law No. 6502 on the Protection of the Consumer, because the Product falls within “services performed instantly in electronic media or intangible goods delivered instantly to the consumer,” the BUYER has no right of withdrawal.
5. PAYMENT METHODS
5.1. Payment can be made using one of the following methods:
Credit Card Payment: On www.osteoid.com, the instructions provided during the payment information step are followed to use a credit card through contracted banks, allowing installment or lump-sum payments. When this method is selected, the Product price is collected by the authorized electronic payment provider.
Payment via iyzico: By selecting the “Pay with iyzico” option and continuing with the purchase on the Seller’s www.osteoid.com website, the BUYER is redirected to the iyzico Secure Payment page by clicking the “Confirm and Continue” button to complete the payment.
5.2. The Seller is not responsible for any payment disruptions caused by errors made by the BUYER during the payment process.
5.3. Internet credit card payments are automatically deducted from the member’s credit card. Once the payment is confirmed, the content is unlocked for use. When the BUYER pays via bank transfer or EFT, access is granted online within 24 hours after the payment reaches the account.
6. GENERAL PROVISIONS
6.1. This Agreement between the BUYER and the SELLER enters into force online at the moment the Distance Sales Agreement is read and approved electronically.
6.2. Once the BUYER confirms that the contracts and protocols have been read and makes the payment, the sale is completed without any additional steps. These confirmations signify acceptance of the scope and terms of use of the Product. Accordingly, the Product is activated online for the USER within the conditions specified in this Agreement for a specific period.
6.3. The BUYER is obliged to provide the USER’s information completely and accurately. If the BUYER provides incomplete or incorrect information and the Product cannot be made available, the SELLER bears no responsibility. The BUYER confirms that the SELLER provided the necessary information regarding the processing of the USER’s personal data during the formation of the Agreement, that the BUYER authorized the sharing of the USER’s personal data with the SELLER, and that the BUYER fulfilled the disclosure obligations required under the KVKK (and obtained explicit consent when necessary); therefore, the BUYER accepts all responsibility.
6.4. The purchased Product and its use are subject to Law No. 6502 on the Protection of the Consumer and the provisions of the Regulation on Distance Contracts (RG: 27.11.2014/29188) and other relevant legislation.
6.5. If the BUYER fails to pay the Product price or cancels it in bank records, the SELLER’s obligation to provide access to the digital content containing the software ends.
6.6. After the digital content is made available to the USER, if it is determined that the BUYER’s credit card was used unlawfully by unauthorized persons and the price of the sold program is not paid to the SELLER by the relevant bank or financial institution, the SELLER may terminate the Agreement.
6.7. If force majeure events beyond the SELLER’s control occur and the digital software program is not activated in time, the situation will be notified to the BUYER. The BUYER may request either the cancellation of the order or the postponement of access until the impediment is removed. If the BUYER cancels the order and payment was made via wire transfer/EFT, the refund will be issued within 10 days of the cancellation. If payment was made by credit card or iyzico payment, the refund will also be processed within 10 days, but the BUYER accepts that the bank may take 2–3 weeks to complete the refund and that the SELLER has no liability for this delay.
7. USE SCOPE, OBLIGATIONS, AND DECLARATIONS OF THE PARTIES
The BUYER/USER declares that they have read, understood, confirmed, and accepted all preliminary information related to the Product specified in Article 3 before purchasing the Product online. By purchasing the Product, the BUYER/USER acquires the right to use and benefit from the content in accordance with the limits and conditions stated in the Preliminary Information Form.
7.1. FROM THE USER SIDE
The USER agrees to use the Product in accordance with the provisions of this Distance Sales Agreement.
The USER confirms that the information provided at the time of purchase is complete and accurate and that any subsequent changes will be immediately communicated to the SELLER.
Internet access is required for the Product. The provision, quality, and security of that internet connection are the USER’s responsibility. The USER acknowledges that the Company is not responsible under any circumstances for issues arising from hardware deficiencies or internet quality/access.
The USER undertakes to protect the confidentiality of their username and password, not to disclose them to third parties, not to allow any third party to use the digital product, and to notify the SELLER immediately if they learn or suspect that their password has been obtained by unauthorized third parties.
The USER agrees to use the Product solely for individual use, not to allow any third party to use it, and not to use it for commercial purposes under any circumstances. The USER accepts and declares that they will hold the Company harmless from any claims and demands from third parties regarding intellectual property infringements, content, Product, or Portal usage (including litigation and attorney fees) and will pay any compensation the Company may be required to cover.
If a confidentiality breach occurs while using the Product, the USER will inform the SELLER immediately without delay.
The USER accepts that the SELLER bears no responsibility if the Product cannot be used due to natural disasters such as earthquakes, fires, floods, or wars, terrorist acts, or issues with network infrastructure or data lines outside the SELLER’s control, and that the USER will not claim any compensation under any guise.
The USER accepts that they cannot claim compensation from the SELLER if their system is damaged or infected by malicious code while using the paid content.
The USER accepts that the information obtained by the SELLER through the Product purchase was obtained with their full consent, that the software required to view the purchased digital content is licensed, and that the SELLER bears no responsibility for problems arising from unlicensed software.
The USER acknowledges responsibility for any actions carried out while using the Product.
7.2. FROM THE SELLER SIDE
The SELLER is responsible for ensuring that the Product conforms to the described specifications. The SELLER is not liable for any third-party applications required to run the digital software on the BUYER’s electronic devices. The SELLER may not be held responsible for issues arising from internet connection, devices, technical, or user-related problems not directly related to the digital product. The SELLER does not guarantee that the software has no errors or interruptions.
Except in cases of force majeure, the SELLER is responsible for maintaining the continuity of use indicated on the Portal for the purchased Product. Interruptions that occur while updating or improving the Product do not constitute a breach of continuity.
If the delivery (performance) of the Product becomes impossible due to reasons beyond the SELLER’s control, the SELLER will inform the BUYER within 3 (three) days of becoming aware of the impossibility. The SELLER is also obligated to announce any changes related to the Product on the Portal or via e-mail to all BUYERS/USERS.
The SELLER is only obligated to provide the Product defined in this Agreement, on the Portal, or in other protocols that are considered integral parts of this Agreement, and does not guarantee a specific outcome or success to the BUYER/USER. The SELLER is not responsible for direct or indirect damages that may arise if the Product does not meet the subjective expectations of the BUYER/USER.
The SELLER is not liable for any loss, damage, data loss, or errors in audio, video, photos, software, equipment, or content resulting from the use of the Product. The SELLER is also not responsible for any infringements of copyrights or property rights caused by the BUYER’s usage. The SELLER bears no responsibility for damages caused by the USER’s breach of this Agreement.
The SELLER does not guarantee uninterrupted and error-free use of the Product. Although the Company aims to keep the Product accessible 24/7, it does not guarantee that the systems providing access to the Portal and Product will always work correctly and remain accessible. The USER accepts that their access to the Portal or Product may be blocked or interrupted at times and that the SELLER is not liable for these interruptions or any direct or indirect damages that arise therefrom.
The SELLER is not liable, to the extent permitted by applicable law, for indirect damages, loss of profit, goodwill, or reputation, or expenses incurred in supplying replacement goods or services resulting from the use of the Portal, including but not limited to such categories. Additionally, the SELLER disclaims all warranties, including implied warranties of merchantability or fitness for a particular purpose. The Company’s liability under this Agreement is limited to the amounts the User has paid to the Company for the services subject to this Agreement until the date of the relevant damage. The User waives any claims beyond that amount.
8. EFFECTIVENESS AND TERMINATION
8.1. This Agreement comes into force when it is accepted electronically by the User or signed manually and remains in effect unless terminated by either party as described below.
8.2. Either party may terminate this Agreement at any time without cause and without compensation by sending a written notice at least one week in advance to the other party’s e-mail address. However, if the User’s membership period has not ended, the SELLER will not refund the remaining balance. Instead of termination, the User may transfer the membership to a third party subject to the Company’s approval.
8.3. If either party fails to fulfill its obligations under this Agreement or acts unlawfully, the Agreement may be terminated by the other party if the breach is not remedied within 15 days of written notice. If the breach is committed by the User, the Company has the right to suspend the User status until the breach is remedied.
8.4. Termination does not remove the rights and obligations that have arisen for the parties up to the date of termination.
9. LICENSE
9.1. With the purchase of the digital software under this Agreement, the SELLER grants the USER a limited, non-exclusive, and time-bound license to use the Product (“Work”).
9.2. The Product is protected by all applicable legislation, and this Agreement does not transfer any financial or moral rights arising from the Product to the USER. The USER is granted only a non-exclusive usage license under the Law on Intellectual and Artistic Works for non-commercial and personal usage.
9.3. The SELLER expressly reserves all rights, ownership, and interests related to the Product that are not granted to the USER by this Agreement, including all intellectual and industrial property rights.
9.4. The USER accepts to pay a contractual penalty of 10,000,000 EUR to the SELLER without requiring a court decision, should the USER infringe the intellectual property rights by copying, reproducing, distributing, or displaying the work without permission or using it in derivative works. The USER also accepts that this penalty is not excessive and may be increased depending on the severity of the violation and that the User will not request its reduction or cancellation from the courts. The SELLER further reserves all rights to seek damages and pursue any legal actions under relevant legislation, including the Law on Obligations, the Turkish Commercial Code, Competition provisions, and other applicable laws.
10. USAGE LIMITATIONS
10.1. The USER may not reverse engineer any software components of the Product; may not attempt unauthorized access; may not copy or imitate any part of the digital product, including resale such as second-hand sales, or publish it on social media and other websites for sale; may not use the Product beyond the purposes specified in the Distance Sales Agreement and Preliminary Information Form; may not engage in actions that infringe the SELLER’s or third parties’ intellectual property rights; may not damage the system’s integrity or any content within the system; may not hide, remove, alter, or deface any trademark or mark on the digital product; may not copy, rent, license, or resell any portion of the product, including second-hand sales; may not share any part of the Product on another website; may not use malicious software or harmful code; may not use the Product to develop, commercialize, license, or sell any product, service, or technology that competes directly with it; may not violate the SELLER’s or third parties’ copyrights, trademarks, patents, trade secrets, or other rights; may not share the login credentials assigned for the usage of the digital product.
10.2. The SELLER reserves the right to seek compensation and/or criminal penalties under the Turkish Code of Obligations, Turkish Commercial Code, and related legislation for any damages arising from these violations.
10.3. The USER agrees that the SELLER may demand both the penalty amount specified in Article 9.4. and the damages arising from the breach separately.
10.4. In case the USER violates the provisions of this Agreement, the SELLER reserves the right to terminate the Agreement, remove the digital content granted to the USER, and restrict, block, or suspend access to the Product.
10.5. Beyond the provisions above, the SELLER also reserves the right to take any necessary actions in response to the USER’s misuse of the digital product in violation of this Agreement.
11. ELECTRONIC COMMUNICATION
11.1. To provide a personalized product, full name, address, and e-mail address are required when purchasing the digital product. Without this information, access to the digital content is not possible. The User must confirm the accuracy of the information at this stage to ensure the functionality of the digital product.
11.2. The SELLER records the IP address of the USER’s electronic device directly related to the establishment and performance of the Agreement (Article 5/2-c of the KVKK). Processing the USER’s IP address is necessary for installation, security, and troubleshooting.
11.3. For each file processed within the Product, the Company automatically assigns a number. These files will be named with this number rather than the patient’s name, and the User agrees not to share patient names on the Portal and to process the patients’ personal data on their own systems in compliance with Law No. 6698 on the Protection of Personal Data. The Company may use anonymized data for software development purposes.
11.4. The User may access the Clarification Text prepared under the Law on the Protection of Personal Data and the Personal Data Processing and Protection Policy on the Portal for more detailed information.
12. JURISDICTION
Disputes arising from this Agreement and its annexes are subject to the jurisdiction of the Istanbul Courts and Enforcement Offices.
13. EFFECTIVENESS
This Agreement becomes fully effective when the BUYER reads and approves it electronically. The BUYER confirms that they have read and approved this Agreement knowingly. Communication between the User and the Company is conducted through the e-mail address provided during registration or through the general announcements on the Portal. E-mail communication is considered written communication. Keeping the e-mail address up-to-date and regularly checking Portal announcements is the User’s responsibility. All e-mail exchanges or other messages between the parties constitute written evidence.
