1. PARTIES
1.1. Service Provider
Tag Bilişim Ticaret ve Pazarlama Anonim Şirketi, having its address at Reşitpaşa Mah. Katar Cad. Arı Teknokent 2 Binası A Blok No: 4/1 İç Kapı No: 201 Sarıyer / İstanbul, registered with the Istanbul Trade Registry under registration number 655964-0 and MERSİS number 0815104677400001 (“T&G WORKSHOP” or the “Company”).
1.2. User
The natural or legal person who creates a user account through the Lidia Commerce website or the Lidia PIM registration screen in order to use the free version of the Lidia PIM platform and electronically accepts this User Agreement (the “User”).
Where an account is created on behalf of a company, institution or other organization, the natural person creating the account represents and warrants that they are authorized to act on behalf of the relevant organization, accept this Agreement and bind the relevant organization to the provisions of this Agreement.
T&G WORKSHOP and the User shall each be referred to individually as a “Party” and collectively as the “Parties” under this Agreement.
2. FORMATION AND EFFECTIVENESS OF THE AGREEMENT
This Lidia PIM Free User Agreement (the “Agreement”) is entered into and becomes effective between the Parties when the User provides electronic acceptance by selecting the checkbox stating “I have read and accept the User Agreement” or another option having the same meaning during the registration and account creation process.
The User may not access the Lidia PIM platform or use its Free Version without accepting the Agreement.
The date and time of electronic acceptance, the version of the Agreement, user and Organization information, IP address, and security and transaction records may be recorded in the Company’s systems.
The User’s electronic acceptance of the Agreement means that the User has read, understood and accepted its provisions. No wet-ink agreement or exchange of physical documents between the Parties is required for such electronic acceptance.
This Agreement applies solely to the use of the free version of Lidia PIM. It does not mean that the User is provided with a paid plan, custom development, customization, integration services, training, dedicated support services or any specific service level commitment.
Acceptance of this Agreement does not constitute consent to receive commercial electronic messages. The User’s commercial electronic message preferences are managed under the separate consent and information notices presented to the User.
3. DEFINITIONS
For the purposes of this Agreement:
Account: the user account created by the User to access Lidia PIM and use the Platform;
Content: product information, product descriptions, product attributes, variant information, brand and category information, pricing information, media files, images, videos, documents, and any other data or materials entered, transferred, uploaded, created or otherwise processed by the User on or through the Platform;
User: the natural or legal person who registers for and uses Lidia PIM in their own name or on behalf of an Organization for which they are duly authorized;
Usage Data: technical and operational records generated during use of the Platform, including Platform access times, IP addresses, device and browser information, transaction records, error logs, API access logs and session information;
Lidia PIM or Platform: the cloud-based Product Information Management software, accessible over the internet, that enables product information to be centrally created, managed, enriched, stored and distributed to different digital channels;
Organization: the corporate workspace created by the User on the Platform or to which the User is affiliated;
Aggregated Data: anonymized or aggregated technical, statistical and operational data that does not directly identify any User or third party;
Free Version: the version of Lidia PIM provided without a license fee and subject to specified limits relating to features, usage rights, capacity, users, products, storage, APIs, data feeds, Connectors or transactions;
Third-Party Services: software, systems, applications, infrastructure, APIs, channels or other services supplied by natural or legal persons other than the Company and used in connection with or integrated into the Platform;
Applicable Law: all laws, regulations, communiqués, regulatory decisions, court decisions and other binding rules of law that may apply to the Parties or use of the Platform.
4. SUBJECT MATTER AND SCOPE OF THE AGREEMENT
The purpose of this Agreement is to set out the conditions under which the Company makes the Lidia PIM Free Version available to the User under a SaaS model, the conditions governing the User’s use of the Platform, and the respective rights and obligations of the Parties.
Lidia PIM is a software service that enables the User to create, edit, classify, enrich, store, import and export product information in a central environment and, within the features offered by the Platform, share such information with different systems.
The features, modules, capacity and usage limits available on the Platform are determined by the then-current scope of the Free Version. Features not included in the Free Version may require an upgrade to a paid plan or a separate agreement with the Company.
5. RIGHT OF USE AND SCOPE OF THE FREE VERSION
5.1. Right of Use
For the term of this Agreement, the Company grants the User a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to use the Lidia PIM Free Version.
This right of use does not constitute a transfer of ownership in the Platform or any of its components.
The User may use the Platform solely for their own commercial or professional activities and for the product information management processes of the Organization with which they are affiliated.
5.2. Free Version Limits
The Company determines the product, SKU, user, storage, media, data feed, Connector, API usage, export, transaction and other usage limits that may apply to the Free Version.
Current limits may be displayed on the Platform, registration screen, pricing or plan page, or through other information channels provided by the Company.
The User acknowledges that, when the applicable limits are reached, some operations may be restricted, creation of new data or Content may be suspended, or the User may be required to upgrade to a paid plan.
Any unused capacity, feature or entitlement under the Free Version may not be transferred to another User or carried forward to a subsequent period.
5.3. Changes to the Free Version
The Company may change the features, limits and conditions of use of the Free Version due to product development, security, technical requirements, regulatory compliance, infrastructure capacity or commercial requirements.
Where reasonably possible, changes that materially affect the User’s use of the Platform will be communicated through the Platform, by email or via another appropriate communication channel.
Continued use of the Platform after such changes take effect constitutes acceptance of the updated conditions. If the User does not accept the updated conditions, the User may discontinue use of the Platform.
5.4. Support Services
No specific service level, response time, resolution time or uninterrupted support commitment is provided for the Free Version.
Technical support for the Free Version may be provided on a limited basis through online documentation, help content, community channels, automated support tools or other channels determined appropriate by the Company.
The Company may evaluate, prioritize and respond to support requests submitted under the Free Version in accordance with its own operational planning.
6. ACCOUNT CREATION AND ACCOUNT SECURITY
The User represents that all information provided during registration and onboarding is accurate, current and complete.
During account creation, the Company may request the User’s first name, last name, business email address, Organization name, country, industry, intended use and other information necessary to operate the Platform.
The User is responsible for updating such information if any Account information changes.
The User is responsible for:
- Maintaining the confidentiality of usernames, passwords, access keys and other login credentials;
- Using a strong and secure password;
- Not permitting unauthorized persons to use the Account;
- Monitoring activities performed through the Account; and
- Promptly notifying the Company of any unauthorized access or suspected security incident.
Activities resulting from the User’s disclosure of login credentials to third parties, failure to implement appropriate security measures, or authorization of an unauthorized person to use the Account may be deemed to have been performed through the User’s Account.
If the Company identifies a security risk, suspected unauthorized access, inaccurate or misleading information, a breach of this Agreement, or any circumstance affecting Platform security, it may temporarily suspend the Account, request additional verification or implement necessary security measures.
7. RULES FOR USE OF THE PLATFORM
The User agrees to use the Platform in accordance with this Agreement, Applicable Law, the principles of good faith and the Platform’s intended technical purpose.
The User must not:
- Use the Platform for unlawful, misleading, harmful or fraudulent purposes;
- Infringe the intellectual property rights of the Company or any third party;
- Upload malware, viruses, malicious code or Content that may create a security risk;
- Attempt to test or circumvent Platform security or obtain unauthorized access;
- Engage in activities that adversely affect the operation, performance or availability of the Platform;
- Attempt to circumvent the usage limits determined by the Company through technical means;
- Copy, reproduce, sell, rent, transfer or sublicense the Platform;
- Reverse engineer, decompile or disassemble the Platform;
- Use any part of the Platform to create another product or service without the Company’s prior written authorization;
- Attempt to access the data of other users or Organizations;
- Create a false Account or act without authorization on behalf of another person or Organization; or
- Use the Platform to provide services to third parties, resell it or make it commercially available to third parties.
If the User breaches these provisions, the Company may, depending on the nature of the breach, remove the relevant Content, restrict operations, suspend the Account or terminate this Agreement.
8. USER CONTENT AND DATA
8.1. Ownership of Content
Rights in Content uploaded to or created on the Platform by the User remain with the User or the relevant rights holder.
This Agreement does not transfer ownership of User Content to the Company.
8.2. License to Use Content
The User grants the Company a worldwide, non-exclusive license, limited to the term of this Agreement, to store, process, display, transform, back up and export Content and to perform operations requested by the User, solely to the extent necessary to provide the Platform.
The Company will use User Content only to operate and secure the Platform, provide technical support, comply with legal obligations and provide the services requested by the User.
8.3. Responsibility for Content
The User is solely responsible for ensuring that Content uploaded to or processed through the Platform:
- Is accurate and current;
- Complies with Applicable Law and public morality;
- Does not infringe any third party’s copyright, trademark, design, patent, personality rights or other rights;
- Is used and uploaded to the Platform under all necessary rights and permissions; and
- Does not contain malware or unlawful material.
The Company has no obligation to review in advance the accuracy, timeliness, lawfulness or intellectual property compliance of Content uploaded by the User.
8.4. Data Backup
The Company may use technical backup mechanisms in connection with the operation of the Platform. Such backups do not constitute a commitment to provide the User with continuous dedicated backup or data recovery services.
The User is responsible for maintaining current copies in its own systems of any Content uploaded to the Platform that is material to the User’s business activities.
9. CONTENT CONTAINING PERSONAL DATA
The primary purpose of Lidia PIM is the management of product information. The User agrees not to upload personal data that is unrelated to this purpose or excessive in relation to it.
If the User transfers personal data to the Platform, the User represents that:
- The relevant personal data has been obtained lawfully;
- All required privacy notices have been provided;
- Valid explicit consent has been obtained where required;
- A valid legal basis exists for transferring the data to and processing it on the Platform;
- The User is responsible for handling applications and requests from the relevant data subjects; and
- The User has implemented the necessary organizational measures to ensure the security of personal data.
The User must not upload special categories of personal data or other sensitive data unrelated to product information management purposes to the Platform.
Where the User determines the purposes and means of processing personal data transferred to the Platform, the User may act as the data controller and the Company may act as the data processor, depending on the nature of the services provided.
The User is responsible for claims made by third parties or competent authorities in connection with personal data unlawfully obtained or transferred to the Platform by the User.
10. DATA FEEDS, APIs AND EXTERNAL SYSTEMS
The Platform may enable product data to be shared with external systems through data feeds, export tools, APIs, access links or Connector structures.
The User is responsible for:
- Determining which data will be shared with external systems;
- Protecting URLs and access keys created for data feeds;
- Preventing unauthorized access to data feeds;
- Ensuring the accuracy of data transferred to external systems; and
- Ensuring that integrations comply with Applicable Law and applicable third-party terms.
Access and data transfers resulting from the User sharing a data feed link, API key or other access information with a third party are the User’s responsibility.
The Company may restrict or temporarily suspend API, data feed or integration access that creates a security risk, consumes excessive system resources, exceeds applicable limits or adversely affects the operation of the Platform.
11. THIRD-PARTY SERVICES
The Platform may operate in connection with software, infrastructure, cloud services, APIs, e-commerce channels, marketplaces or other services provided by third parties.
The relevant third parties’ own terms of use and privacy policies may apply to the use of Third-Party Services.
The Company does not warrant that:
- Third-Party Services will operate continuously or without error;
- The relevant third parties will not change or discontinue their services; or
- Changes to third-party systems will not affect Platform integrations.
Interruptions, errors, changes or access issues affecting Third-Party Services may temporarily or permanently affect certain Platform features.
12. PLATFORM AVAILABILITY, MAINTENANCE AND UPDATES
The Company will use reasonable technical and operational efforts to keep the Platform accessible.
However, the Company does not warrant that the Free Version will operate at all times without interruption, error or delay, or that it will be compatible with every device or system.
Access to the Platform may be temporarily interrupted or restricted in the following circumstances:
- Scheduled or unscheduled maintenance;
- Security updates;
- Deployment of new versions or features;
- Infrastructure or network issues;
- Interruptions in Third-Party Services;
- Cyberattacks or unauthorized access attempts;
- Decisions of judicial, administrative or regulatory authorities;
- Force Majeure Events; or
- Circumstances requiring urgent technical intervention.
Where reasonably possible, the Company will endeavor to announce scheduled maintenance in advance. Advance notice may not be provided where security or urgent intervention is required.
The Company may update, modify, redesign or discontinue certain Platform features in order to improve the Platform.
13. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS
All intellectual and industrial property rights in Lidia PIM and all components of the Platform belong to the Company or its relevant licensors.
These rights include rights in the software, source code, object code, user interface, design, database structure, algorithms, trademarks, logos, trade names, documentation, methods, know-how, visual elements, text and other materials relating to the Platform.
The User receives only the limited right of use expressly set out in this Agreement. No ownership right, source-code access right, or right to reproduce, distribute, adapt, sell or relicense the Platform is granted to the User.
The User may not use the Company’s or Platform’s trademarks, logos, trade names or other identifying elements without the Company’s prior written authorization.
Suggestions, feedback and development ideas submitted by the User may be used to improve the Platform, provided that they do not contain the User’s confidential information or personal data.
14. USAGE DATA AND AGGREGATED DATA
The Company may generate and process Usage Data to secure the Platform, measure performance, identify errors, analyze usage trends, prevent misuse and improve its products.
The Company may use anonymized or aggregated data that does not directly identify the User or any third party to:
- Analyze Platform performance;
- Improve products and services;
- Conduct statistical analyses;
- Perform capacity and infrastructure planning; and
- Report general usage trends.
Aggregated Data may not be used in a manner that identifies a particular User or data subject.
15. CONFIDENTIALITY
Each Party shall keep confidential any commercial, technical, financial or operational information learned about the other Party under this Agreement that is confidential by its nature.
The Company’s software architecture, source code, security structure, product roadmap, technical documentation and non-public product information constitute the Company’s confidential information.
Non-public product, catalog and Organization data uploaded by the User to the Platform constitute the User’s confidential information.
Confidential information may be disclosed:
- To employees and service providers who need to know it for performance of this Agreement;
- To competent public authorities for compliance with legal obligations; or
- As required by the legal obligations of the Party required to make the disclosure.
Information that becomes publicly available, was lawfully known before disclosure, or was independently developed is not considered confidential information.
The Parties’ confidentiality obligations survive termination of this Agreement for as long as the relevant information remains confidential.
16. PROTECTION OF PERSONAL DATA
The Company processes personal data obtained in connection with creation of the User Account and provision of the Platform in accordance with Applicable Law and the Privacy Notice on the Processing of Personal Data presented to the User.
The purposes of processing, potential recipients, collection methods, legal bases and data subject rights are explained in the relevant privacy notice.
Acceptance of this User Agreement does not constitute any separate explicit consent that may be required for processing personal data.
Each Party shall implement appropriate technical and administrative measures within its respective area of responsibility to prevent unauthorized access, unlawful processing and loss of personal data.
17. UPGRADING TO PAID PLANS
The User may upgrade to a paid Lidia PIM plan if the User exceeds the Free Version limits or wishes to use paid features.
Before an upgrade, the scope, usage limits, fees, payment terms and applicable contractual provisions of the relevant paid plan will be separately presented to the User.
The User will not be automatically upgraded to a paid plan, and no fee will be charged, merely because the User uses the Free Version, unless the User provides explicit approval.
If the User upgrades to a paid plan, the commercial and contractual terms separately accepted for the paid service will apply.
18. LIMITATION OF LIABILITY
The Platform is provided under the Free Version “as is” and with its then-current features.
The Company does not warrant that the Platform will:
- Meet all of the User’s specific requirements;
- Operate continuously or entirely without error;
- Be compatible with every device, browser or third-party system;
- Enable the User to achieve any particular commercial, financial or operational outcome; or
- Ensure that data created or processed through the Platform is fully suitable for the User’s intended purpose.
The User is responsible for reviewing data created, processed, exported or shared with third parties through the Platform before using such data in the User’s own business processes.
The Company is not liable for losses arising from the User’s incorrect use of the Platform or use in breach of this Agreement, User Content, unauthorized Account access, integrations created by the User or Third-Party Services.
To the extent permitted by Applicable Law, the Company shall not be liable for indirect or consequential losses, including loss of profit, revenue, business, data, reputation, anticipated savings or business interruption.
These limitations do not apply to the Company’s willful misconduct, gross negligence or liabilities that cannot be limited under Applicable Law.
19. SUSPENSION OF THE ACCOUNT
The Company may temporarily suspend the User’s Account or specific Platform features in the following circumstances:
- Use in breach of this Agreement;
- Compromise of Account security;
- Suspected unauthorized access;
- Risk to the security of the Platform or other users;
- Exceeding usage limits;
- Uploading unlawful Content;
- A request from a competent authority; or
- The need for urgent technical or security intervention.
Where a breach is capable of remedy, the Company may require the User to take the necessary corrective action within a specified period.
The Account may be suspended without prior notice where there is a security risk, unlawful activity or a risk of harm to the Platform.
20. TERM AND TERMINATION
This Agreement becomes effective on the date of the User’s electronic acceptance and remains in effect until terminated by either Party.
The User may terminate this Agreement at any time by discontinuing use of the Platform and requesting closure of the Account.
The Company may terminate this Agreement if:
- The User breaches this Agreement;
- The User uses the Platform unlawfully;
- The User creates a security risk;
- The Account remains inactive for an extended period;
- The Free Version is discontinued in whole or in part; or
- Provision of the Platform can no longer be continued for technical, legal or commercial reasons.
If the Free Version is discontinued entirely, the Company will, where reasonably possible, notify the User within a reasonable period in advance. Advance notice may not be provided where required by security, unlawful activity or urgent technical requirements.
21. CONSEQUENCES OF TERMINATION
Upon termination of this Agreement, the User’s right to access and use the Platform ends.
Before closing the Account or before termination of this Agreement, the User is responsible for downloading and retaining any required Content using the export tools made available by the Platform.
Following termination, User Content may be deleted from the systems or anonymized within the periods determined under the Company’s data retention and deletion processes, technical requirements and Applicable Law.
Records subject to a statutory retention obligation may be retained for the applicable retention period.
Provisions relating to intellectual property, confidentiality, liability, personal data and any provisions that by their nature are intended to survive termination remain in effect.
22. FORCE MAJEURE
Events beyond the reasonable control of a Party that partially or wholly prevent performance of obligations under this Agreement constitute force majeure events (“Force Majeure Events”).
Force Majeure Events may include natural disasters, fire, flood, earthquake, epidemic or pandemic, war, terrorist acts, civil unrest, governmental action, widespread internet or telecommunications outages, power outages, cyberattacks and widespread outages caused by infrastructure providers.
During a Force Majeure Event, the affected Party’s obligations are suspended to the extent affected by that event.
If a Force Majeure Event continues for an extended period and permanently prevents provision of the Platform, the Company may terminate this Agreement.
23. CHANGES TO THE AGREEMENT
The Company may update this Agreement due to changes in law, product developments, security requirements, changes in the scope of the service or operational needs.
The current version of the Agreement will be published on the Platform or the website. Changes that materially affect the User’s rights and obligations may also be announced by email, in-Platform notification or another appropriate communication channel.
The updated Agreement becomes effective on the date specified in the relevant notice.
If the User does not accept the updated Agreement, the User may discontinue use of the Platform. Continued use of the Platform after the changes take effect constitutes acceptance of the updated Agreement.
24. NOTICES
The Company may deliver notices relating to this Agreement or the Platform to the email address provided by the User during registration, through the Platform’s notification area or via the Company’s website.
The User is responsible for keeping the User’s email address and contact information current.
The Company is not responsible if the User fails to receive notices because the User has not updated their contact information.
The User may submit notices relating to this Agreement or the Platform through the communication channels specified on the Company’s website or by email to info@tgworkshop.com.
25. ASSIGNMENT
The User may not assign any rights or obligations arising under this Agreement to a third party without the Company’s prior written consent.
The Company may assign its rights and obligations under this Agreement to a third party in connection with operation or restructuring of the Platform, a merger, acquisition or transfer of a business line. The User will be informed to the extent required in the event of such an assignment.
26. SEVERABILITY AND WAIVER
If any provision of this Agreement is held invalid or unenforceable by a competent authority, the validity of the remaining provisions is not affected.
The invalid or unenforceable provision will be deemed replaced by a valid provision that most closely reflects the Parties’ original intent.
A Party’s failure or delay in exercising a right under this Agreement does not constitute a waiver of that right.
27. EVIDENCE
User Account records, electronic acceptance records, transaction records, access records, security records and system logs maintained on the Platform, together with electronic correspondence between the Parties, may be used as evidence in disputes to the extent permitted by Applicable Law.
This provision does not restrict either Party’s right to submit other forms of evidence recognized by law.
28. GOVERNING LAW AND JURISDICTION
This Agreement is governed by the laws of the Republic of Türkiye.
Subject to any mandatory jurisdiction rules under Applicable Law, the Istanbul Central (Çağlayan) Courts and Enforcement Offices shall have jurisdiction over disputes arising out of or in connection with this Agreement.
29. RELATIONSHIP BETWEEN THE PARTIES
Nothing in this Agreement creates or shall be construed as creating a partnership, agency, employment, representation, mandate or joint venture relationship between the Parties.
The Parties are independent from one another.
30. ENTIRE AGREEMENT
This Agreement constitutes the principal terms of use between the Parties governing use of the Lidia PIM Free Version.
Matters relating to the processing of personal data are governed by the separate Privacy Notice on the Processing of Personal Data presented to the User, while commercial electronic message processes are governed by the applicable explicit consent text and information notice.
By electronically accepting this Agreement, the User represents that the User has read, understood and accepted all of its provisions.
