Distance Service Contract

Article 1 — PARTIES

This Distance Service Agreement (the “Agreement”) has been concluded electronically between the Service Provider and the Customer, whose details are set out below.

1.1. Service Provider Information

Company Name: ELİF SİMGE EREN Şahıs Şirketi (sole proprietorship)

Tax Office / Tax No.: Kozyatağı Tax Office - 3530980516

Website: www.holala.ai

Hereinafter referred to in short as “Holala”, the “Service Provider” or the “Company”.

1.2. Customer Information

Full Name / Trade Name: [●]

Turkish ID No. / Tax No.: [●]

Address: [●]

Telephone: [●]

E-mail: [●]

Billing Information: [●]

Hereinafter referred to in short as the “Customer”, the “Buyer” or the “User”.

Holala and the Customer shall be referred to collectively as the “Parties” and individually as a “Party”.

Article 2 — DEFINITIONS

Platform: Refers to the www.holala.ai website belonging to Holala, the user panel, membership area, payment screens and the entire digital service infrastructure connected thereto.

Holala: Refers to [● Company Name], which provides AI-powered image and video generation services.

Customer / User: Refers to the natural or legal person who creates a membership through the Platform, uses a demo account, starts a subscription, purchases credits/tokens or benefits from Holala services.

Service: Refers to the AI-powered product image generation, lifestyle image generation, fashion/model imagery, advertising creatives, image-to-video conversion, bulk catalog image generation, brand-specific template/training and related digital production services offered by Holala.

Subscription: Refers to the service package purchased by the Customer for monthly or annual periods, containing a specified amount of credits/tokens.

Credit / Token: Refers to the digital usage right used by the Customer on the Platform for image, video, variation, upscale or other digital production operations.

Digital Content: Refers to images, videos, advertising creatives, product photography outputs, catalog images and similar digital outputs generated on the Platform with AI assistance.

User Content: Refers to any and all content and materials uploaded to the Platform by the Customer, such as product photographs, reference images, brand logos, brand guidelines, catalogs, briefs, prompts, descriptions, product information and the like.

Third-Party Service Providers: Refers to the AI model/API providers, payment institutions, cloud infrastructure providers and the analytics, advertising, security, billing and technical support service providers used by Holala in the course of providing its services.

iyzico: Refers to the payment infrastructure provider that may be used for credit card collections made through the Platform.

Law: Refers to Law No. 6502 on Consumer Protection.

Regulation: Refers to the Distance Contracts Regulation.

KVKK: Refers to Law No. 6698 on the Protection of Personal Data (KVKK).

Article 3 — SUBJECT OF THE AGREEMENT

3.1. The subject of this Agreement is the Customer's use of AI-powered image and video generation services through the www.holala.ai website and/or digital platform belonging to Holala, the purchase of subscriptions or credits/tokens, the generation of Digital Content through the Platform, and the determination of the rights and obligations of the Parties in this context.

3.2. Holala is not an e-commerce site selling physical products in the conventional sense. Holala is a technology/SaaS platform providing AI-powered services electronically and through a digital platform.

3.3. This Agreement enters into force upon the Customer's approval given electronically through the Platform. The Customer declares that, before proceeding to the payment step and/or starting to use the service, they have read and accepted this Agreement, the Preliminary Information Form, the Terms of Use, the Privacy Policy, the Cookie Policy and the Cancellation-Refund Policy.

3.4. Holala's primary target audience is B2B, i.e. corporate/commercial customers. Where the Customer is a merchant or a person acting for professional/commercial purposes, this Agreement shall apply primarily within the framework of the provisions of the Turkish Code of Obligations and the Turkish Commercial Code. In such cases, the right-of-withdrawal provisions arising from consumer legislation shall not apply.

3.5. Where the Customer transacts in the capacity of a consumer, the provisions of Law No. 6502 on Consumer Protection and the Distance Contracts Regulation shall apply to the extent appropriate to their nature.

Article 4 — SCOPE OF THE SERVICE

4.1. The services provided by Holala principally include the following:

a) Product image generation,

b) Lifestyle images for e-commerce and advertising purposes,

c) Fashion/model imagery,

d) Ghost mannequin applications,

e) Advertising creatives for Meta, Instagram, Google Ads and similar advertising channels,

f) Product video generation,

g) Image-to-video conversion,

h) Bulk catalog image generation,

i) Brand-specific template/training services,

j) Dedicated demo/optimization processes for corporate customers.

4.2. The Customer uploads product photographs, logos, reference images or similar content to the Platform, selects one of the templates available on the Platform, and obtains digital outputs relating to their products through the AI-powered generation system.

4.3. The services provided by Holala operate on a subscription and/or credit/token system. Each subscription package may include a specified number of credits. Each image, video, variation or quality-enhancement operation may consume a different number of credits.

4.4. Credit consumption amounts may vary depending on the resolution of the image, the duration of the video, the number of variations, upscale requests, the selected model and technical parameters. A sample credit consumption structure may be separately displayed on the Platform or in the relevant package descriptions.

4.5. Holala reserves the right to make changes to service packages, credit amounts, generation limits, prices, campaigns and technical specifications. Such changes shall apply prospectively as of their effective date.

Article 5 — PERFORMANCE OF THE SERVICE AND METHOD OF DELIVERY

5.1. The service subject to this Agreement is a digital service involving no physical delivery. Performance of the service takes place when the Customer initiates the relevant generation operation through the Platform, uses credits/tokens, and the Digital Content is created on the Platform.

5.2. Digital Content created by Holala may be made viewable, downloadable or accessible in the Customer's account through the Platform.

5.3. Image outputs may be provided in formats such as JPEG, PNG and WEBP; video outputs may be provided in MP4 or other formats supported by Holala. Resolution options may be determined as 1K, 2K, 4K or other options available on the Platform.

5.4. Standard generations can mostly be completed within seconds or a few minutes. However, bulk/batch generations and video generations may take longer due to system load, the performance of third-party API providers, internet connectivity, technical failures or production volume.

5.5. Holala does not guarantee that the Digital Content will correspond exactly to the Customer's subjective expectations. Due to the nature of AI-powered generation, different outputs may be obtained with the same inputs.

5.6. There may be no revision right in the traditional sense. The Customer may re-generate content for an output they are not satisfied with, using the same template and inputs. As a rule, each re-generation separately consumes credits/tokens.

5.7. For corporate customers, a demo/optimization phase may be carried out where separately agreed between the parties. During this phase, unless otherwise agreed by the parties, credits may be deducted only for approved generations.

Article 6 — REPRESENTATIONS AND OBLIGATIONS OF THE CUSTOMER

6.1. The Customer accepts that the information they provide when registering on the Platform and when benefiting from the services is accurate, current and complete.

6.2. The Customer accepts that they use the Platform for commercial or professional purposes; that they receive services of a B2B nature; and that, where they transact in the capacity of a merchant or a person acting for commercial/professional purposes, they may not benefit from the right-of-withdrawal provisions arising from consumer legislation.

6.3. The Customer accepts, declares and undertakes that they hold the rights to all User Content they upload to the Platform or that they have obtained the permissions necessary to use such content.

6.4. The Customer is exclusively liable for any infringements of intellectual property, trademark, copyright, personality rights, privacy, unfair competition, advertising law and personal data that may arise from product photographs, reference images, brand logos, brand guidelines, catalogs, prompts, briefs and similar content.

6.5. The Customer may not upload to the Platform content that is unlawful, misleading, pornographic, violent, containing hate speech, infringing the rights of third parties, unlawfully containing personal data or constituting a criminal offense.

6.6. The Customer does not acquire any ownership right over Holala's software, algorithms, models, APIs, templates, interfaces, databases, source code, model weights or system infrastructure.

6.7. The Customer may not use the Platform for the purposes of reverse engineering, data scraping, use of automated bots, probing system vulnerabilities, accessing third parties' accounts, abusing the system or overloading its capacity.

6.8. The Customer is responsible for all transactions carried out on the Platform by its authorized users. Credit/token usage by employees or authorized users linked to a company account shall be deemed to have been made by the Customer.

Article 7 — OBLIGATIONS OF HOLALA

7.1. Holala provides AI-powered image and video generation services through the Platform within the scope of its technical capabilities and existing infrastructure.

7.2. Holala does not guarantee that the Platform will be uninterrupted, error-free, accessible at all times or that it will always produce results in line with the Customer's expectations.

7.3. In providing its services, Holala may make use of third-party service providers such as third-party AI model providers, API services, cloud infrastructures, payment institutions, and security and analytics services.

7.4. Holala cannot be held liable for interruptions, delays, errors, output variations or access problems arising from third-party API/model providers, payment systems, internet connectivity, infrastructure providers or the Customer's device/connection issues.

7.5. Holala shall not use uploaded product images and brand assets in publicly accessible portfolios, social media, advertising or reference libraries without the Customer's express consent. Where the Customer grants permission for reference use within the scope of their membership, the agreement or consent to be given separately, such use may be made within the scope of that permission.

7.6. In the event of prohibited content, unlawful use, payment breach, suspected intellectual property infringement or a system security risk, Holala may remove the relevant content, halt generation, suspend the account or terminate the agreement.

Article 8 — FEES, PAYMENT AND INVOICING

8.1. Holala services are provided under the subscription, credit/token package or custom project-based pricing model specified on the Platform.

8.2. Prices may be set in TRY and/or USD. For customers in Turkey, VAT is shown separately and the invoice is issued accordingly.

8.3. E-invoices/e-archive invoices may be issued at the start of a purchase, at subscription renewal periods or upon purchases of additional credit packages.

8.4. Standard subscriptions are conducted on an advance payment basis. If the automatic subscription infrastructure becomes active, automatic collection from the credit card may be made at the end of the period.

8.5. For corporate customers, at Holala's discretion, a payment option by bank transfer/EFT with 15-30 day payment terms may be granted.

8.6. In the event of failure to make payment on time, Holala reserves the right to suspend the service, suspend access, block credit/token usage, deactivate the account and claim default interest at the advance interest rate applicable to commercial transactions.

8.7. The Customer accepts that the payment obligation arises in consideration of the digital nature of the service and access to the Platform, and that the generated output's failure to match their subjective taste shall not remove the payment obligation.

Article 9 — PAYMENT INFRASTRUCTURE AND iyzico

9.1. Credit card collections may be carried out through the iyzico payment infrastructure.

9.2. Card details are not stored on Holala's servers. Payment transactions are conducted within the scope of the payment service provider's technical infrastructure and security standards.

9.3. The Customer accepts that, before being directed to the payment screen, they have been informed about the essential characteristics of the service, its total price, VAT where applicable, the payment method, the cancellation/refund terms and the digital nature of the service.

9.4. In the case of refunds approved for the Customer, the refund transaction shall be carried out subject to Holala's approval and in accordance with the technical processes of the relevant payment infrastructure. The refund decision may be made by Holala, while the operational transaction may be executed through the iyzico panel.

9.5. In cases such as the bank or payment institution failing to transfer the payment to Holala, chargeback, unauthorized card use, payment dispute or payment cancellation, Holala reserves the right to suspend the service and to claim the service fee from the Customer.

Article 10 — SUBSCRIPTION AND CREDIT/TOKEN USAGE

10.1. By purchasing a subscription package, the Customer may benefit from Holala services for a specified period and/or within a specified amount of credits/tokens.

10.2. Each generation operation is deducted from the Customer's account according to the credit/token amount displayed on the Platform.

10.3. Factors such as image quality, video duration, number of variations, upscale operations, use of custom models or bulk generation may increase credit consumption.

10.4. Credits/tokens cannot be converted into cash, refunded or transferred to third parties, and may only be used within the scope of Holala services.

10.5. Credits/tokens may have a specified validity period. Credits unused at the end of the validity period may expire without giving rise to any right of refund or compensation.

10.6. In exceptional circumstances such as technical failure or customer grievance, Holala may, entirely at its own discretion, grant additional credits or issue a credit refund.

Article 11 — RIGHT OF WITHDRAWAL AND REFUND CONDITIONS

11.1. Where the Customer is a merchant or a person acting for commercial/professional purposes, since this Agreement is of a B2B nature, the consumer right of withdrawal under Law No. 6502 shall not apply.

11.2. Where the Customer transacts in the capacity of a consumer, a right of withdrawal may, as a rule, exist within 14 days. However, for performances in the nature of digital content or digital services, the right of withdrawal cannot be exercised where performance of the service has commenced with the Customer's express consent and the Customer has acknowledged that they will lose their right of withdrawal.

11.3. When the Customer initiates an image, video, variation or similar digital generation operation using credits/tokens, performance of the service shall be deemed to have commenced. From that moment on, the credits/tokens used and the corresponding service fee shall not be refunded.

11.4. Even if a subscription is cancelled mid-period, the fee paid for the relevant subscription period shall, as a rule, not be refunded. The Customer may continue to benefit from the service until the end of the period; no renewal shall be made for the following period.

11.5. Unused credits/tokens shall, as a rule, not be refunded. However, in exceptional circumstances such as technical failure, system-related generation problems or customer grievance, Holala may, at its own discretion, grant additional credits or issue a credit refund.

11.6. The generated output's failure to correspond exactly to the Customer's subjective expectations, aesthetic preferences or commercial expectations shall not be deemed defective service, default or grounds for refund. Results may vary in AI-powered generation.

11.7. If a demo/optimization phase has been separately agreed for corporate customers, it is possible for credits not to be deducted for images not approved by the Customer during this phase. This practice does not mean that Holala has a general refund obligation.

Article 12 — INTELLECTUAL PROPERTY AND LICENSE

12.1. Holala's software, platform infrastructure, interface, algorithms, templates, model integrations, databases, trademark, logo and all other intellectual property rights belong to Holala or the relevant rights holders.

12.2. The Customer may use the generated Digital Content for commercial purposes. However, taking into account that a full transfer of ownership in AI-generated content may be legally contentious, Holala grants the Customer a non-exclusive, worldwide, perpetual right of commercial use.

12.3. All rights and responsibility in respect of the User Content uploaded to the Platform by the Customer belong to the Customer.

12.4. The Customer accepts that the content they upload does not infringe third parties' trademark, copyright, design, personality rights, privacy, trade secret or personal data rights.

12.5. The Customer is liable for any and all claims, lawsuits, administrative applications, complaints, compensation or sanctions that may be asserted by third parties. Holala reserves the right of recourse against the Customer for any damage it may suffer as a result.

12.6. Where brand-specific AI model training is carried out for corporate customers, the right to use the trained model may be granted to the Customer for the duration of the agreement. The infrastructure, model weights, technical methods and system components remain with Holala.

Article 13 — PROHIBITED CONTENT AND USE RESTRICTIONS

13.1. The Customer may not use the Platform for the purpose of generating, uploading, converting or disseminating the following content:

a) Unlawful content,

b) Content infringing copyright or trademark rights,

c) Pornographic content,

d) Violent content,

e) Content containing hate speech,

f) Discriminatory content,

g) Content involving child abuse or contrary to child safety,

h) Content infringing personality rights,

i) Content violating privacy,

j) Content constituting or inciting a criminal offense,

k) Content in the nature of misleading advertising or unfair competition.

13.2. Where prohibited content is suspected, Holala may block the relevant generation, remove the content, suspend the account or unilaterally terminate the agreement.

13.3. All legal, administrative and criminal liability arising from the generation of prohibited content or unlawful use belongs to the Customer.

Article 14 — THIRD-PARTY AI SERVICES

14.1. In providing its services, Holala may make use of third-party AI model providers, API services, cloud infrastructure, image/video processing services and similar technical service providers.

14.2. The technical performance, usage policies, API access, country-specific regulatory restrictions, content filters or output generation systems of these third-party service providers may not be under Holala's direct control.

14.3. The Customer accepts that AI-powered generations may be created through third-party technologies and that results are not always exactly predictable or capable of being guaranteed.

14.4. Holala cannot be held liable for delays, errors or production variations arising from third-party service providers' technical outages, API errors, model changes or output policies.

Article 15 — CONFIDENTIALITY AND PROTECTION OF PERSONAL DATA

15.1. The Parties agree not to share with third parties any confidential information obtained under this Agreement, such as trade secrets, customer information, brand assets, product images, campaign information, technical information, pricing information and the like.

15.2. Holala shall not use product images, brand assets and commercial content uploaded by the Customer in publicly accessible areas without the Customer's express consent.

15.3. Matters relating to the processing of personal data are separately regulated under Holala's KVKK Privacy Notice, Privacy Policy and Cookie Policy.

15.4. Where content uploaded to the Platform by the Customer contains personal data belonging to third parties, the Customer accepts that such personal data has been lawfully obtained and processed and that the permissions necessary for its transfer to the Platform have been obtained.

Article 16 — LIMITATION OF LIABILITY

16.1. Holala's total liability that may arise under this Agreement is limited to the service fees actually paid by the Customer to Holala in the 1-month period preceding the event.

16.2. Holala cannot be held liable for indirect damages, loss of profit, loss of data, loss of reputation, loss of advertising campaigns, loss of market, third-party claims, or on the grounds that the generation output fails to achieve commercial success or to deliver the expected performance.

16.3. The AI generation results' failure to correspond exactly to the Customer's aesthetic, commercial, brand or advertising expectations shall not be deemed default, defect or breach of contract.

16.4. Holala may provide services to multiple brands from the same industry. Holala makes no exclusivity commitment to any customer.

Article 17 — FORCE MAJEURE AND TECHNICAL DISRUPTIONS

17.1. Natural disasters, fire, flood, earthquake, war, terrorism, strikes, internet infrastructure outages, power outages, cyberattacks, decisions of public authorities, legislative changes, payment infrastructure problems, third-party API/model provider failures and similar events occurring beyond the Parties' control shall be deemed force majeure.

17.2. In cases of force majeure, Holala's late or incomplete performance of the service, its temporary suspension of the service or restriction of access shall not constitute a breach of contract.

17.3. If the force majeure event exceeds a reasonable period, the Parties may reassess the continuation of the agreement.

Article 18 — TERM OF THE AGREEMENT, SUBSCRIPTION CANCELLATION AND TERMINATION

18.1. This Agreement enters into force on the date it is approved electronically by the Customer and remains in force for as long as the Customer benefits from the Platform.

18.2. Subscriptions may be arranged on a monthly or annual basis. Subscription cancellation may be made, effective at the end of the period, on a self-service basis through the Platform or by written notice to the account manager.

18.3. A cancelled subscription may continue to be used until the end of the relevant period. In cancellations made mid-period, no fee shall be refunded for the remaining time.

18.4. Holala may suspend the membership or terminate the agreement with immediate effect in the event of non-payment, generation of prohibited content, intellectual property infringement, personal data violation, abuse of the system, infringement of third parties' rights, unfair competition or breach of this Agreement.

18.5. In the event of termination, the Customer's payment obligations accrued up to the date of termination shall continue.

Article 19 — INFORMATION AND ELECTRONIC APPROVAL

19.1. The Customer accepts that, before entering into a payment obligation, they have been informed about the following matters:

a) The essential characteristics of the service,

b) Holala's trade name and contact details,

c) The total price of the service,

d) VAT and any additional charges,

e) The payment method,

f) The manner of performance of the digital service,

g) Subscription and credit/token usage,

h) Whether or not a right of withdrawal exists,

i) The circumstances in which the right of withdrawal will be lost,

j) Cancellation and refund terms,

k) The technical specifications of the digital content,

l) The privacy, KVKK and cookie policies,

m) Complaint and application channels.

19.2. By approving this Agreement electronically, the Customer declares that they have read, understood and accepted all of its provisions.

19.3. The Customer acknowledges that they are aware that a payment obligation will arise upon clicking buttons such as “pay”, “start subscription”, “buy credits”, “start generation” or similar buttons.

Article 20 — COMPLAINTS, REQUESTS AND CONTACT

20.1. The Customer may submit questions, requests, complaints, cancellation or refund applications relating to the service to Holala through the following contact channels:

E-mail: [●]

Telephone: [●]

Address: [●]

KEP (Registered Electronic Mail): [●]

20.2. Holala shall assess the requests submitted to it within a reasonable period and may, where deemed necessary, request additional information and documents from the Customer.

Article 21 — RESOLUTION OF DISPUTES

21.1. Where the Customer is a merchant or a person acting for commercial/professional purposes, Turkish Law shall apply to disputes arising from this Agreement, and the Istanbul (Çağlayan) Courts and Enforcement Offices shall have jurisdiction.

21.2. Where the Customer holds the capacity of a consumer, the Consumer Arbitration Committees and Consumer Courts shall have jurisdiction within the monetary limits prescribed by the relevant legislation.

21.3. Holala's B2B service model is fundamental, and where the Customer receives services for commercial/professional purposes, consumer judicial remedies shall not apply.

Article 22 — ENTRY INTO FORCE

22.1. This Agreement enters into force upon its approval by the Customer in the electronic environment.

22.2. By approving this Agreement electronically, the Customer declares that they accept all of its provisions and that, where they receive services through the Platform, they are bound by the provisions of this Agreement.

22.3. This Agreement consists of 22 (twenty-two) articles and has been concluded electronically.