Wholesale Dealer Agreement

ARTICLE 1 — PARTIES AND SCOPE

1.1. This Wholesale Dealer Agreement (the "Agreement") is entered into between HİPOPOTAMYA BİLİŞİM LİMİTED ŞİRKETİ, a limited liability company incorporated under the laws of the Republic of Türkiye (the "Company"), and the natural or legal person whose wholesale-dealership application has been approved by the Company (the "Dealer").

1.2. Model: The Dealer purchases the e-pin, pre-order, tiered-price (barem) and top-up products in the Platform catalogue at the prices defined for it under a five-level discount programme based on its cumulative total spending, and sells them through its own channels in its own name and for its own account.

1.3. The Dealer is not a consumer; transactions under this Agreement are commercial in nature, and the protections specific to consumer transactions under Consumer Protection Law No. 6502 do not apply.

ARTICLE 2 — APPLICATION, APPROVAL AND VERIFICATION

2.1. The dealership commences upon accurate and complete submission of the application form, provision of the requested information and documents (including the trade name, tax office/number, address and website details) and the Company's approval. The Company may reject an application without stating reasons.

2.2. The Company may impose additional verification, collateral or preconditions on the basis of its risk and regulatory assessment.

ARTICLE 3 — LEVELS AND PRICING

3.1. The Dealer's level is determined by its cumulative (total) spending on the Platform. Once an announced spending threshold is exceeded, the level rises automatically and the level-based price advantage applies to subsequent purchases. Level thresholds and discount rates are announced in the Dealer panel.

3.2. The order price is collected from the Dealer's Wallet balance at the time of the order; a sufficient balance is required for each order. The balance is subject to the Wallet and Balance Terms.

3.3. For products under tiered pre-order pricing, the announced price and delivery conditions apply; delivery may take time depending on supply, and the Dealer is kept informed of the process.

3.4. Excess deliveries/payments arising from pricing errors, duplicate delivery or system error are, upon detection, set off against the Dealer's balance, and the Dealer is informed.

ARTICLE 4 — API ACCESS AND DROPSHIPPING

4.1. The Dealer may access the product catalogue via the API and may fulfil its orders from the Company's systems under a model of selling on its own website without holding stock (dropshipping).

4.2. The access keys allocated to the Dealer are confidential; they may not be shared with third parties. The Dealer is responsible for all transactions carried out with the keys; upon any suspected leak, notification is made immediately and the keys are rotated. API access may be restricted to the IP addresses notified by the Dealer; receiving and verifying the notifications sent to the webhook endpoints defined by the Dealer is the Dealer's responsibility.

4.3. The Company may temporarily suspend access in the event of API misuse, abnormal traffic or a security risk. The technical documentation and rate limits are determined by the Company and may be updated.

4.4. Collecting, sharing or using Platform prices, stock information or API output for purposes outside this Agreement, or in an anti-competitive manner, is prohibited.

ARTICLE 5 — INVOICING

5.1. Sales invoices for the Dealer's purchase transactions are issued and delivered electronically (e-invoice/e-archive) in 7-day cycles. Where there are service fees of an intermediation nature, the invoice for such fees is issued monthly and on a consolidated basis, as at the last day of the relevant calendar month.

5.2. The Dealer acts as the seller vis-à-vis its own customers; collection, documentation, consumer rights and tax obligations rest exclusively with the Dealer.

ARTICLE 6 — RETURNS AND DEFECTS

6.1. Return and defect processes for products purchased via the API are subject to the digital-product provisions of the Cancellation, Refund and Right of Withdrawal Policy and to the commercial nature of this Agreement; rights the Dealer grants to its own customers do not bind the Company.

ARTICLE 7 — GENERAL OBLIGATIONS OF THE DEALER

7.1. The Dealer may not use, or allow the use of, the systems for unlawful purposes; it shall not process transactions bearing signs of fraud and shall report suspicious situations to the Company.

7.2. The Dealer may use the Company's trademarks only for the ordinary promotion of the dealership relationship in force and in accordance with the Company's brand guidelines; upon termination of the relationship, such use ceases.

7.3. The Dealer processes the personal data it accesses in the course of transactions solely for the purpose of performance and in compliance with the legislation (Privacy Policy and KVKK Information Notice).

ARTICLE 8 — SUSPENSION AND TERMINATION

8.1. The Company may suspend or terminate the dealership in the event of breach of the Agreement, a security risk, a legal requirement or a decision of a competent authority; where possible, the reasons are communicated. The Dealer may terminate the Agreement at any time on 15 days' notice.

8.2. Upon termination, balance rights arising from completed transactions are preserved and are paid in accordance with the Wallet and Balance Terms; amounts subject to an ongoing investigation may be held until the process is concluded.

ARTICLE 9 — AMENDMENTS

9.1. The Company may amend this Agreement and the commercial terms. Material changes to discount/commission rates, fees or the provisions of the Agreement are notified at least 15 days before they take effect, by e-mail to the Dealer's registered e-mail address. A Dealer who does not accept a change may terminate the Agreement without compensation up to the effective date; continued use constitutes acceptance. Mandatory changes required by law or for security reasons may take effect immediately.

ARTICLE 10 — CONFIDENTIALITY, EVIDENCE AND JURISDICTION

10.1. The parties keep confidential the commercial information they learn within the scope of the relationship.

10.2. In any dispute, the Company's system, API and log records constitute conclusive evidence pursuant to Article 193 of the Turkish Code of Civil Procedure. This Agreement is governed by Turkish law; the Courts and Enforcement Offices of Gaziantep have jurisdiction.

ARTICLE 11 — ENTRY INTO FORCE

11.1. The Agreement enters into force upon approval of the dealership application. Matters not regulated herein are governed by the User Agreement and the Applicable Legislation.