AYMOD PARTICIPATION TERMS

ARTICLE-1:

The company signing this Participation Agreement shall be referred to as the 'PARTICIPANT,' and TASD FUARCILIK A.Ş. shall be referred to as the 'ORGANIZER.' The parties accept the rights and obligations set forth in this agreement as regulated below.

ARTICLE-2:

The ORGANIZER will organize the AYMOD Ayakkabı Moda Fuarı (AYMOD Shoe Fashion Fair) at the İFM-İstanbul Fuar Merkezi (İstanbul Expo Center) between February 1 and 4, 2023. The ORGANIZER is responsible for ensuring the opening of the fair. The fair will remain open during the hours specified in invitations and announcements. Visitor entry to the fair is subject to a fee. Invited visitors may visit the fair with the free invitations provided to them.

ARTICLE-3:

The PARTICIPANT agrees and undertakes to comply with all terms and rules of the agreements made or to be made by the ORGANIZER with third parties and organizations regarding the fair.

ARTICLE-4:

The PARTICIPANT accepts in advance any changes the ORGANIZER deems necessary regarding the fair participation conditions, fair dates, fair venue, the PARTICIPANT's location at the fairground, and the halls where the fair will be held. The ORGANIZER may change the location allocated to the PARTICIPANT if deemed necessary. This does not grant the PARTICIPANT the right to terminate the agreement, and the PARTICIPANT's payment obligations remain in effect.

ARTICLE-5:

In the event that part or all of the fair is canceled due to force majeure (war, epidemic, flood, earthquake, mobilization, state of emergency, etc.), as definitively decided by authorized institutions or the ORGANIZER, the PARTICIPANT declares, accepts, and undertakes in advance that they have no right to claim compensation, expenses, interest, or damages under any name from the ORGANIZER, other than the paid fair participation fee. The ORGANIZER will refund the PARTICIPANT the fair participation fee within 90 (ninety) days from the cancellation notice. The ORGANIZER has the authority to cancel or postpone the fair due to force majeure. In the event of postponement, the contract fee will not be refunded to the PARTICIPANT, and the PARTICIPANT undertakes not to claim compensation, expenses, interest, or damages under any name and to participate in the fair on the postponed date in accordance with the rights arising from this agreement.

ARTICLE-6:

The PARTICIPANT has no right to withdraw from the fair for any reason after signing the Participation Agreement, except with the written confirmation of the ORGANIZER. Even if the PARTICIPANT refuses to participate in the fair, their financial and moral obligations remain. If the PARTICIPANT pays the fair fee but does not participate and leaves the allocated area empty, the ORGANIZER may record the situation and re-rent the area to another company at its discretion. The PARTICIPANT cannot request a refund of the paid fee if they refuse to participate in the fair for any reason.

ARTICLE-7:

The ORGANIZER has the right to unilaterally terminate the Participation Agreement without stating any reason by providing written notice up to 10 days before the fair. The ORGANIZER will refund the PARTICIPANT the paid fair participation fee within 30 (thirty) days after the written termination/cancellation notice. The PARTICIPANT declares, accepts, and undertakes in advance that they have no right to claim compensation, expenses, interest, or damages under any name from the ORGANIZER, other than the paid fair participation fee.

ARTICLE-8:

The PARTICIPANT cannot lease or transfer their fair participation rights, even partially, to other persons or organizations. No other persons or organizations may exhibit or use the rented fair area except for the PARTICIPANT's company. If the opposite situation is detected, the ORGANIZER may remove other persons, organizations, and their products from the fairground. In this case, the PARTICIPANT undertakes to pay the ORGANIZER a penalty of 4 (four) times the Participation Agreement fee. The PARTICIPANT accepts in advance that they cannot claim this amount as excessive.

ARTICLE-9:

The PARTICIPANT accepts that they will be responsible for all legal and judicial proceedings in case of violation of the laws and regulations of the Republic of Turkey, and that the ORGANIZER has no legal or judicial responsibility. The ORGANIZER reserves the right to file a lawsuit, claim recourse, or demand compensation for any material or moral damages incurred in such cases.

ARTICLE-10:

The PARTICIPANT may only exhibit and promote products they produce and/or distribute, which have been approved. The PARTICIPANT cannot exhibit products that do not comply with the fair's scope. The PARTICIPANT is responsible for damages arising from disputes related to intellectual property rights.

ARTICLE-11:

The PARTICIPANT cannot enter into sponsorship agreements with other companies for their stand, except for the fair's subject. If the opposite situation is detected, the ORGANIZER has the right to remove sponsorship applications.

ARTICLE-12:

The PARTICIPANT is prohibited from exhibiting products with price tags, conducting retail and wholesale sales, and delivering products from the stand. Entry and exit of goods to the fairground are prohibited during fair hours.

ARTICLE-13:

The PARTICIPANT may only exhibit their products within the rented stand area. Outside this area, in corridors, foyers, and other common areas, the PARTICIPANT cannot exhibit products or conduct promotional activities without the ORGANIZER's written approval. All show-related activities are subject to the ORGANIZER's permission. The PARTICIPANT cannot play loud music, conduct dance, folkloric, or fasıl events at the fairground. The ORGANIZER has the right to stop any activity conducted without written permission. In activities conducted with the ORGANIZER's written permission, the sound level must not exceed 70 dB(A) at a distance of 1 meter from the sound source. The ORGANIZER has the right to cut off the stand's power and close it without refund if the PARTICIPANT does not lower the sound level after warnings.

ARTICLE-14:

The PARTICIPANT must pay the fair participation fee within 7 business days from the contract signing date, in accordance with the payment method, term, and installments specified in the contract. The payment schedule prepared by the ORGANIZER and deemed accepted by the PARTICIPANT upon signing this Agreement must be followed. If payment terms are not complied with, necessary legal proceedings will be initiated without any warning. In case of delay in any payment, all debts will become due, and the PARTICIPANT will be considered in default as of the delay date, with a monthly delay interest of 3% applied. Additionally, in case of delay in any payment, PARTICIPANTS who benefited from early payment discounts will lose their discount rights. The ORGANIZER will invoice the discount amount as of the delay date, and the PARTICIPANT is obliged to pay it. The ORGANIZER may terminate the Agreement of PARTICIPANTS who have not paid the full fair participation fee one month before the fair date. In this case, the payment made by the PARTICIPANT will not be refunded, and the remaining balance will be collected. The ORGANIZER has the right to rent the stand area to another PARTICIPANT. The PARTICIPANT cannot remove exhibited goods from the fairground until the full contract fee is paid, and the PARTICIPANT accepts that the ORGANIZER has the right to retain these goods in its warehouse until full payment is made, with a daily warehouse rental fee of 100 TL per cubic meter.

ARTICLE-15:

If the PARTICIPANT enters into a contract including the stand, the ORGANIZER will set up the stand within the specified scale and materials included in the service. If the PARTICIPANT causes any damage to the stand, the damage cost will be invoiced to them. The PARTICIPANT accepts and undertakes to pay for this damage in advance. It is prohibited to hammer nails, drill holes, use adhesives other than tape, or paint wall panels and aluminum materials without written permission. The PARTICIPANT is deemed to have accepted all conditions in the Participant Guide prepared by the ORGANIZER upon signing this Agreement. The Participant Guide is delivered to the PARTICIPANT upon signing this Agreement. The PARTICIPANT cannot use banners, signs, posters, or any promotional materials outside the allocated area and height limit specified in the Participant Guide.

ARTICLE-16:

If the PARTICIPANT chooses a specially decorated stand instead of the package stand provided by the ORGANIZER for a fee, they must inform the ORGANIZER of the decoration firm providing the service. The PARTICIPANT must submit the stand project prepared by the decoration firm to the ORGANIZER at least 30 days before the fair. Projects not approved by the ORGANIZER will not be allowed for stand setup. The decoration firm must comply with the fairground management's stand setup and application principles, occupational health and safety regulations, the work schedule determined by the ORGANIZER, the Fair Center Stand Setup and Application Regulations, and other rules. The decoration firm will be inspected by ORGANIZER officials during setup and dismantling, and if found non-compliant, will be removed from the fairground by the ORGANIZER. The PARTICIPANT is responsible for any damage caused to the fairground by the decoration firm. The PARTICIPANT is obliged to pay the damage amount notified to them. The PARTICIPANT must submit all documents related to occupational health and safety for themselves and the setup firms to the ORGANIZER at least one week before setup.

ARTICLE-17:

Additional stand materials (water, compressed air, three-phase electricity, internet, stand cleaning, transportation, loading-unloading, handling, stand insurance, etc.) and services are subject to additional fees and can only be obtained from firms designated by the ORGANIZER. The PARTICIPANT must pay the fee for such services if they wish to use them.

ARTICLE-18:

The PARTICIPANT is solely responsible for their personnel, exhibited goods and services, and the services of third parties and firms they contract for stand work, both during preparation and dismantling and during the fair, in accordance with the laws.

ARTICLE-19:

Materials and services listed in the Participant Guide, including but not limited to those listed below, are not included in the fair participation fee specified in this Agreement. The PARTICIPANT can obtain services listed in the Participant Guide only from firms designated by the ORGANIZER, for a fee. The PARTICIPANT is obliged to order the services they wish to use before entering the fairground for setup and pay their fee in advance and in cash. The main paid materials and services listed in the Participant Guide include: a- Telephone, fax, electricity, air, natural gas, water usage, b- All other extra services (host/hostess, in-stand catering, interpreter, plasma TV, etc.), c- Rental of additional stand materials from the material list (chairs, tables, counters, showcases, carpets, armchairs, sofas, etc.). The PARTICIPANT is responsible for the security, cleanliness, and undamaged return of rented materials. The PARTICIPANT is obliged to return the materials undamaged to the firm from which they were rented after the fair. The firm designated by the ORGANIZER will invoice the PARTICIPANT for missing materials, and the PARTICIPANT is obliged to pay this invoice within 7 days of the invoice date.

ARTICLE-20:

The PARTICIPANT setting up a stand at the fairground, or the person/firm contracted by the PARTICIPANT, must provide the ORGANIZER with written notification and documents identifying the personnel working in this area (company name, employee name and surname, ID number, SGK employment notification, work permit for foreigners) before stand setup begins. If this information and documents are not provided or are incomplete, the responsibility lies solely with the PARTICIPANT. The PARTICIPANT is responsible for all legal obligations of personnel working during setup, dismantling, and the fair under this Agreement. The PARTICIPANT must comply with the requirements of Law No. 6331 on Occupational Health and Safety, the regulations on the employment of children and young workers, the requirements of Law No. 4857 on employee insurance, take and apply the measures prescribed by applicable laws, regulations, and directives on safety and occupational health, and provide and use all necessary tools to prevent work accidents. The PARTICIPANT is obliged to pay compensation and penalties arising from their legal obligations regarding working and employment conditions. If the ORGANIZER is required to pay any penalty or compensation due to the PARTICIPANT's violation of the obligations under this article, these amounts will be invoiced to the PARTICIPANT, and the PARTICIPANT undertakes to pay them within 7 days.

ARTICLE-21:

The exhibition and use of flammable and explosive materials at the fairground are prohibited. Otherwise, the ORGANIZER is authorized to take and apply necessary security measures and claim compensation for material damage. The PARTICIPANT is responsible for any damage caused by uncontrolled energy use. Any damage detected by the ORGANIZER will be invoiced to the PARTICIPANT.

ARTICLE-22:

The PARTICIPANT is responsible for all damages caused at the fairground due to their actions. The PARTICIPANT must insure all exhibited goods and the stand against all risks, including transportation, placement, and possible damage during the fair, theft, etc., with a Construction All Risk Insurance policy, Third Party Liability Insurance, and Employer's Liability Insurance for workers working at the fair, with the right of recourse to the ORGANIZER excluded. Any damage to the PARTICIPANT's goods and stand during the fair is the PARTICIPANT's responsibility. The PARTICIPANT cannot hold the ORGANIZER responsible for such damage.

ARTICLE-23:

PARTICIPANTS' stands must not block any elements of the fire alarm system at the fairground, such as beam detectors, fire points/cabinets, first aid points, emergency exits, and ventilation grilles, as well as the entrances to restaurants, buffets, and cafeterias, advertising boards, and directional signs. The use of gas-filled balloons for advertising purposes at the fairground is prohibited.

ARTICLE-24:

Unless otherwise stated, the entry time to the fairground during setup days is between 9:00 and 20:00. PARTICIPANTS and their decoration firms can work at the fairground until 22:00. Entry and work at the fairground are prohibited outside these time frames. The PARTICIPANT must complete their stand setup by 19:00 the day before the fair opens. PARTICIPANTS continuing construction work on their stands after this time undertake to pay a penalty of 10,000.00 TL. If the PARTICIPANT's stand setup has not started by 14:00 the day before the fair opens, all payment and penalty obligations of the PARTICIPANT remain, and the ORGANIZER decides whether the PARTICIPANT will be admitted to the fair.

ARTICLE-25:

The PARTICIPANT must open their stand every day at 8:30 and close it at 19:30 during the fair. The stand must remain open with at least one stand attendant during these hours. The PARTICIPANT must not partially or completely vacate the stand before the fair's end date and time. PARTICIPANTS vacating their stands before this date and time undertake to pay a penalty of 10,000.00 TL.

ARTICLE-26:

Bringing food and beverages from outside to the fairground is strictly prohibited to ensure health and hygiene conditions. The ORGANIZER may take all necessary measures to prevent outside food and beverages from being brought into the fairground. Additionally, the PARTICIPANT must comply with the regulations on the sale and service of tobacco products and alcoholic beverages.

ARTICLE-27:

The PARTICIPANT must vacate the fairground by the date and time specified by the ORGANIZER after the fair ends. PARTICIPANTS violating this rule undertake to pay a penalty of 10,000.00 TL. The ORGANIZER has the right to dismantle and remove stands not dismantled after the vacating time. If the stand is not dismantled by the PARTICIPANT by the specified date and time or if the PARTICIPANT requests the ORGANIZER to dismantle the stand, the stand will be dismantled by the ORGANIZER, and the dismantling costs will be invoiced to the PARTICIPANT. Additionally, the PARTICIPANT must pay a penalty of 10,000 TL (excluding VAT) within 7 days. The PARTICIPANT cannot claim any rights from the ORGANIZER for lost or damaged items and the stand during this process.

ARTICLE-28:

The ORGANIZER is not responsible for theft, accidents, or other damages occurring in the fairground parking lot. The PARTICIPANT must warn their employees not to leave valuables in vehicles. The PARTICIPANT cannot claim compensation from the ORGANIZER for such damages, and the responsibility lies with the PARTICIPANT. The PARTICIPANT is fully responsible for theft, fire, sabotage, and other incidents occurring at their stand, and the ORGANIZER has no responsibility. The PARTICIPANT must ensure the security of their personal belongings. The security company contracted by the ORGANIZER is responsible for taking general security measures at the fairground within the authority granted by relevant laws under Law No. 5188.

ARTICLE-29:

The cleanliness of the stand area is the PARTICIPANT's responsibility. The PARTICIPANT may give accumulated trash to cleaning staff circulating in the corridors during fair hours. After the fair closes in the evening, the PARTICIPANT must take out the trash in sealed bags to prevent liquid leakage and place it in the corridor in front of their stand for cleaning staff to collect. The PARTICIPANT cannot employ private security and cleaning personnel at the fairground during the fair, except for stand setup personnel employed within their own company or the architectural firm used for stand setup, registered with SGK, and previously notified to the ORGANIZER in accordance with the provisions of this Agreement. Violation of this rule constitutes a breach of the Agreement and gives the ORGANIZER the right to terminate the Agreement for just cause. With the ORGANIZER's termination right reserved, in case of violation of this article, the ORGANIZER may request the PARTICIPANT to pay a penalty of 10,000 TL. The right to have security and cleaning personnel at the fairground belongs exclusively to the ORGANIZER. The PARTICIPANT may obtain security and cleaning services for their areas of responsibility only from firms designated by the ORGANIZER, for a fee.

ARTICLE-30:

During the fair, all issues with other participants, staff, and the organization must first be reported to the ORGANIZER's representatives. During the fair, the ORGANIZER's representatives have full authority over all matters related to participation, and the PARTICIPANT accepts this authority in advance. The ORGANIZER reserves the right to give, change, cancel, and renew any instructions for professionalism and benefit at the fairground.

ARTICLE-31:

During the fair, if the ORGANIZER employs an authorized agency for photo and video shooting at the fairground, no other persons or organizations are allowed to conduct shooting.

ARTICLE-32:

Technical and organizational conditions and rules not specified in this Fair Participation Agreement are governed by the Participant Guide and decisions of the ORGANIZER, and the PARTICIPANT accepts this in advance.

ARTICLE-33:

The ORGANIZER provides no guarantees or commitments regarding the trade volume, number of visitors, etc., of PARTICIPANT companies.

ARTICLE-34:

Persons under 18 years of age may enter the fairground only if accompanied by their parents. Bringing animals into the fairground is prohibited without the ORGANIZER's written permission.

ARTICLE-35:

The parties accept the addresses specified in this Agreement as official addresses for notifications.

ARTICLE-36:

The PARTICIPANT agrees to comply with Law No. 6698 on the Protection of Personal Data and relevant legislation regarding personal data obtained under this Agreement. The PARTICIPANT processes, stores, and destroys the obtained personal data in accordance with the Law and relevant legislation. The PARTICIPANT is responsible for any damages caused to the ORGANIZER and third parties due to violations of personal data protection legislation. The ORGANIZER has the right to claim compensation for damages incurred for this reason from the PARTICIPANT. Additionally, if official authorities determine that legal obligations regarding the processing of personal data have been violated, the PARTICIPANT undertakes to pay a penalty of 50,000.00 TL.

ARTICLE-37:

In disputes arising from this Agreement, the ORGANIZER's commercial books and electronic records shall be considered conclusive evidence by the parties. The ORGANIZER's commercial books and electronic records are exclusive evidence under Article 193 of the Code of Civil Procedure.

ARTICLE-38:

Istanbul (Çağlayan) Courts and Enforcement Offices are authorized for any disputes arising from this Agreement.

ARTICLE-39:

This Agreement is prepared in two copies and signed by the persons in the signature circular. All taxes, duties, and other expenses, including stamp duty, arising from this Agreement shall be paid by the PARTICIPANT.