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Distance Sales Contract

REMOTE SALES CONTRACT

1. PARTIES

1.1. SELLER / SERVICE PROVIDER INFORMATION

Title: Leap Health Technologies Inc.

Address: Fenerbahçe Mah. İğrip Sk. No:13 İç Kapı No:1 Kadıköy / Istanbul

Tax Office: Göztepe

Tax Number: 6081824522

Email: hello@myleap.co

Phone: 0850 255 08 26

Mersis No: 0608182452200001

This contract will be referred to as "SELLER".

1.2. BUYER / CUSTOMER INFORMATION

Name Surname / Title: [Buyer's Name Surname/Title]

Address: [Buyer's Address]

Phone: [Buyer's Phone Number]

Email: [Buyer's Email Address]

This contract will be referred to as "BUYER".

SELLER and BUYER will be individually referred to as "Party" and collectively as "Parties" in this Remote Sales Contract.

2. SUBJECT AND SCOPE OF THE CONTRACT

This contract regulates the rights and obligations of the Parties regarding the sale and delivery of the digital products and/or services specified below, which the BUYER orders electronically through the SELLER's www.myleap.co website and mobile application (“Platform”), in accordance with the provisions of the Law No. 6502 on the Protection of Consumers and the Regulation on Distance Contracts.

As a provider of a management and operation application intended for dietitians, the SELLER offers various Products and Services such as digital subscriptions, operational messaging and communication services, and content.

3. PRODUCT/SERVICE INFORMATION RELATED TO THE CONTRACT

3.1. Basic Characteristics and Prices of the Product/Service

The digital subscription packages offered by the SELLER to the BUYER through the Platform are as follows:

a) Starter Plan

b) Professional Plan

c) Clinical Plan

Payment Method: Credit Card / Debit Card (3D Secure via Iyzico infrastructure)

3.2. Additional Costs:

Since delivery is made digitally, there are no cargo or additional delivery fees.

4. ORDER AND PAYMENT TERMS

4.1. The BUYER creates the order by reviewing the detailed features, prices, and taxes of the Product/Service on the Platform.

4.2. The BUYER declares that they have read, understood, and accepted this Contract and the Preliminary Information Form before completing the order. The BUYER accepts that they have the opportunity to store these documents with a permanent data storage device in electronic form.

4.3. Payments are made through secure channels over the Iyzico payment infrastructure, in a 3D Secure protected manner. The BUYER acknowledges and declares that the SELLER has the authority to collect the Product/Service fee when the payment process is completed.

5. DELIVERY

5.1. The Product/Service subject to this Contract is digital in nature and will be made instantly accessible after the BUYER's order confirmation and successful completion of the payment process. The BUYER can access the Product/Service through the access information to be sent via the Platform or by email.

5.2. Since delivery occurs via electronic means, there is no physical delivery. The delivery time begins immediately after the order confirmation.

6. RIGHT OF WITHDRAWAL AND EXCEPTIONS

6.1. The BUYER has the right to withdraw from the contract without any justification and without incurring a penalty fee within 14 (fourteen) days in accordance with the Law No. 6502 on the Protection of Consumers and the Regulation on Distance Contracts. However, according to Article 15 of the Regulation on Distance Contracts, the right of withdrawal ceases as soon as the service starts to be performed for contracts regarding digital content. Therefore, for Products/Services such as digital subscriptions, online consultations, and contents offered by the SELLER, the right of withdrawal will cease when the BUYER begins to access the service or downloads/uses the content. The BUYER explicitly accepts and declares that they will lose the right of withdrawal with the immediate commencement of the performance of digital content by confirming their order.

6.2. Subscription Cancellation: The BUYER has the right to cancel their subscription before the next renewal date. In case of subscription cancellation, the service will continue until the end of the current subscription period; the fee collected for the current period will not be refunded, but no fee will be charged for the next subscription period. The BUYER can notify their cancellation request through the Platform or by sending an email to hello@myleap.co.

7. RETURN PROCEDURES AND REFUND

7.1. Except for the exceptions to the right of withdrawal, if the BUYER's return request is approved by the SELLER, the amounts paid will be refunded to the BUYER within a maximum of 14 (fourteen) days.

7.2. Refunds for payments made by credit card or debit card are made back to the same card, depending on the processes of the relevant bank. The time for the refund to reflect in the BUYER's account may vary due to reasons arising from the internal operations of the banks.

7.3. For payments made via bank transfer/EFT, the refund will be made to the bank account specified by the BUYER when placing the order.

8. OTHER CASES WHERE THE RIGHT OF WITHDRAWAL CANNOT BE USED

According to Article 15 of the Regulation on Distance Contracts and general legal regulations, the right of withdrawal cannot be exercised in the following cases:

a) Contracts relating to goods or services whose price varies depending on fluctuations in the financial markets and which are not under the control of the seller or provider.

b) Contracts concerning goods prepared in accordance with the consumer's requests or personal needs.

c) Contracts for the delivery of goods that are perishable or may expire.

d) Contracts for the delivery of goods whose protective elements such as packaging, tape, seal, or package have been opened after delivery; those whose return is not suitable from a health and hygiene perspective.

e) Contracts for goods that have been mixed with other products after delivery and cannot be separated by their nature.

f) Agreements regarding books, digital content, and computer consumables that are presented in tangible form after the packaging, tape, seal, or other protective elements are opened after delivery.

g) Concerning audio or video recordings, the opening/use of contracts for books, digital content materials, software programs, and computer consumables, other than those provided under the subscription contract.

h) Contracts for which the service has started before the withdrawal period has expired with the consumer's approval.

ı) Contracts regarding services that are performed immediately in electronic form or intangible goods that are delivered immediately to the consumer.

Within the scope of the aforementioned exceptions, the digital content and subscription services offered by the SELLER will not be able to be exercised as the right of withdrawal will cease as soon as they begin to be used by the BUYER.

9. LIABILITY AND DISPUTE RESOLUTION

9.1. The SELLER is responsible for ensuring that the Product/Service subject to the contract is in accordance with the qualifications specified in the Platform and is provided correctly and completely.

9.2. The BUYER accepts and undertakes to comply with the principles of accuracy, currentness, and legality while using the Product/Service. The SELLER is not responsible for any damages arising from the BUYER's illegal use of the Platform or violation of the Contract.

9.3. Resolution of Disputes: In disputes arising from this Contract, it is recommended that a solution is sought through good faith discussions between the Parties via email (hello@myleap.co) or other communication channels. If a solution cannot be reached, in case the BUYER is a consumer within the meaning of the Law No. 6502 on the Protection of Consumers, the Consumer Arbitration Committees or Consumer Courts in the BUYER's place of residence shall have jurisdiction. For disputes falling under the authority of the Consumer Courts, the Consumer Courts in the BUYER's residence and the Consumer Courts in Istanbul (Anadolu) where the SELLER resides shall also have jurisdiction. If the BUYER is not a consumer within the meaning of Law No. 6502, Istanbul (Anadolu) Courts and Enforcement Offices shall have jurisdiction.

10. ENTRY INTO FORCE AND UPDATE

10.1. With the BUYER's confirmation of the order on the Platform, this Contract shall be considered concluded electronically and shall enter into force. On the order confirmation screen, explicit consent shall be obtained from the BUYER that they have read this contract and the Preliminary Information Form, and these documents shall be made easily accessible and downloadable.

10.2. The SELLER may update this Contract and its annexes at any time based on business requirements and legal regulations. The updated text will take effect from the date it is published on the Platform. The BUYER shall be deemed to have accepted the updated provisions of the Contract by continuing to use the Platform.

11. PROTECTION OF PERSONAL DATA AND PRIVACY POLICY

11.1. The SELLER processes the personal data of the BUYER in accordance with the Law No. 6698 on the Protection of Personal Data and its related legal provisions. Detailed information regarding the protection of the BUYER's personal data can be accessed from the Privacy Policy found at www.myleap.co/… and the Enlightenment Document at www.myleap.co/….

11.2. The BUYER acknowledges and declares that they consent to the processing of their personal data as stated in the Privacy Policy and the Enlightenment Document and that they will act in accordance with the related policies.

12. ACCESS AND SERVICE INTERRUPTIONS

12.1. The SELLER will exert maximum effort to ensure that the Product/Service is uninterrupted, flawless, and continuously accessible. However, the SELLER cannot be held responsible for access interruptions or slowdowns resulting from factors outside the control of the SELLER, such as internet infrastructure, telecommunications networks, power outages, maintenance work, or force majeure events.

12.2. The SELLER will inform the BUYER in advance about planned maintenance work. In cases of emergency and unplanned interruptions, notification will be made as soon as possible.

13. FORCE MAJEURE

13.1. Events occurring outside the control of the Parties, which make it impossible for the Parties to partially or fully fulfill their obligations and responsibilities under this Agreement in a timely manner (natural disasters, war, terrorism, uprising, embargo, applications of state authorities, cyber attacks, communication network failures, power outages, etc.) shall be considered as force majeure.

13.2. In case of force majeure, the Parties shall not be liable for the failure to fulfill their obligations. If the force majeure situation lasts more than 30 (thirty) days, each of the Parties shall have the right to terminate the Contract.

14. SUSPENSION AND TERMINATION OF SERVICE

14.1. If it is determined that the BUYER has acted contrary to this Contract, the Terms of Use, the Privacy Policy, or relevant legislation, the SELLER has the right to suspend or terminate the BUYER's access to the Platform and/or Product/Service temporarily or permanently, with or without notice.

14.2. In this case, refund of the fees paid by the BUYER will be evaluated according to the nature of the violation and the damages incurred by the SELLER, and a refund may not be made in the case of unjust usage.

LEGAL GROUNDS AND PRECEDENTS

This remote sales contract and policy have been prepared in accordance with the relevant legislation in force, primarily the Law No. 6502 on the Protection of Consumers and the Regulation on Distance Contracts. Particularly, the following Supreme Court and Regional Court of Appeals decisions have been considered regarding the exceptions to the right of withdrawal in digital services:

SUPREME COURT 3RD CIVIL CHAMBER - K. 2022/8533 - E. 2022/6784 - (07.11.2022)

Summary: It addresses the exceptions to the right of withdrawal in Article 15 of the Regulation on Distance Contracts. The decision emphasizes that "Contracts regarding services that are commenced with the consumer's approval before the right of withdrawal period expires" and "Contracts concerning books, digital content, and computer consumables where protective elements have been opened after delivery" are exceptions to the right of withdrawal. This decision supports the principle that the right of withdrawal in digital content and services will cease as soon as the service begins to be performed.

ISTANBUL 15TH COMMERCIAL COURT - K. 2021/323 - E. 2021/299 - (30.04.2021)

Summary: The court ruling mentions the opening of packaging after the delivery of the product listed in the e clause of Article 4 of the distance sales contract, stating that this is part of the exceptional circumstances for the inability to use the right of withdrawal. Although this is related to a physical product, it parallels the situation of "opening" or "starting access" of digital products and draws the boundaries of the right of withdrawal.

ISTANBUL ANADOLU 2ND COMMERCIAL COURT - K. 2024/296 - E. 2023/51 - (25.04.2024)

Summary: This ruling highlights that the plaintiff did not have the status of a consumer, and the nature of the relationship was such that it did not allow for the exercise of the right of withdrawal stipulated in Article 48, Paragraph 4 of the Turkish Code of Obligations. It was stated that a limited company has merchant status, and its activities would indicate a commercial nature. This situation shows that if the buyer is a dietitian and receives the service within the scope of their commercial activity, whether or not the buyer can exercise the rights of a consumer and thus the applicability of the right of withdrawal in consumer law may become controversial.

ISTANBUL COURT OF APPEALS 46TH CIVIL CHAMBER - K. 2021/672 - E. 2021/934 - (07.04.2021)

Summary: This decision addressed the provisions regarding situations in which the right of withdrawal could not be used in the distance sales contract. It was stated that "if the protective elements such as packaging, band, etc., are opened after delivery, the right of withdrawal cannot be exercised." This can be interpreted similarly to the concept of "beginning usage" in digital services and can guide in determining the boundaries of the right of withdrawal.

EVIDENCE

Platform records (orders, payments, access information)

Email correspondence

Commercial books and records

Bank transaction records

Relevant legal legislation (Law No. 6502 on Consumer Protection, Regulation on Distance Contracts, etc.)

All legal evidence

CONCLUSION AND REQUEST

This Remote Sales Contract sets forth the terms and conditions regarding the sale of products/services conducted between the SELLER and the BUYER through the Platform. By confirming the order, the BUYER is deemed to have accepted and undertaken all provisions of this Contract.