1. Parties

This Membership and Platform Use Agreement (the “Agreement”) is entered into electronically between:

Company: NOVENTRA STUDIOS, LLC

Address: Delaware, USA

Company: VELNORA Technology & IT Industry and Trade Ltd. Co.

Address: Güzeloba Mah. Rauf Denktaş Cad. No:57/B Muratpaşa/Antalya, Türkiye

MERSİS Number: 0924116663500001

Registered Electronic Mail (KEP) Address: velnorateknoloji@hs01.kep.tr

Email: support@itemgold.com

(hereinafter referred to as “ItemGold” or the “Company”)

and the person who creates a membership through the itemgold.com website or ItemGold’s other digital channels (the “User”).

By completing the membership process, the User declares that they accept this Agreement electronically.

2. Subject Matter of the Agreement

This Agreement governs:

1. the creation and use of an ItemGold membership;
2. the security of the User’s account;
3. the general services offered through the Platform;
4. the use of the Shopping Balance and Seller Earnings screens;
5. the general rights and obligations of Users; and
6. the security, content and conduct rules applicable on the Platform.

Depending on the nature of the relevant transaction, the purchase or listing of a particular product, acting as a Seller, completing identity verification or using a payment service may also be subject to transaction-specific rules, seller agreements, a preliminary information form, a distance sales agreement, a payment service provider agreement and other relevant documents presented separately.

KVKK privacy notices, commercial electronic communication consent, cookie preferences and any explicit consents that may be required are presented separately from this Agreement.

3. Definitions

For the purposes of this Agreement:

Platform: The itemgold.com website, mobile applications and related digital services operated by ItemGold.

User: A person who holds a membership account on the Platform.

Buyer: A User who purchases a product or digital asset through the Platform.

Seller: A natural person or legal entity that makes sales through the Platform.

Individual Seller: A natural person who does not act within the scope of a commercial or professional activity when making a sale.

Commercial Seller: A natural person or legal entity that makes sales within the scope of a commercial or professional activity.

Direct Sale: A transaction in which ItemGold is identified as the Seller and the product is offered directly by ItemGold to the Buyer.

Marketplace Transaction: A transaction in which the product is offered by a third-party Seller and ItemGold provides the electronic commerce environment and intermediary services.

Digital Product: A game code, e-pin, in-game currency, item, appearance/skin, game account or other digital asset that may lawfully be transferred under applicable legislation and the rules of the relevant game or service and whose sale is permitted on the Platform.

Shopping Balance: An amount displayed in the User’s account for informational purposes so that it may be used for purchases on the Platform and which, as a rule, cannot be withdrawn in cash.

Seller Earnings: An amount displayed in the Seller’s account following completed sales and whose withdrawal may be requested once the applicable conditions have been met.

Payment Service Provider: A bank, payment institution or electronic money institution authorized by the Central Bank of the Republic of Türkiye to provide payment, electronic money, collection or transfer-to-Seller services.

4. ItemGold’s Role on the Platform

4.1. Direct Sales

Where ItemGold is identified as the seller of the product, ItemGold is the seller party to the sales agreement. In such transactions, the product’s essential characteristics, total price, delivery method, right of withdrawal and other transaction terms are presented separately to the Buyer before payment.

4.2. Marketplace Transactions

For listings created by third-party Sellers, the sales agreement is concluded between the Buyer and the relevant Seller. In such transactions, ItemGold acts as an intermediary that provides the electronic commerce environment, communications, order tracking, payment flow, delivery verification and dispute support services.

To the extent reasonably possible, the following information is displayed on the transaction screen before the purchase is completed:

1. whether the Seller is ItemGold or a third party;
2. whether a third-party Seller is a Commercial Seller or an Individual Seller;
3. the Seller information that must be disclosed under applicable legislation;
4. the product price and any applicable service fee; and
5. the delivery and dispute rules.

ItemGold’s intermediation in a Marketplace Transaction does not mean that ItemGold owns or is the direct seller of the product offered by a third-party Seller. Nevertheless, ItemGold will continue to fulfil its statutory obligations that cannot be excluded by contract.

5. Membership Conditions

5.1. Age and Legal Capacity

Only persons who are at least 18 years old and have the legal capacity to enter into a binding contract may become members of the Platform.

When creating a membership, the User declares that they are at least 18 years old and that the information they provide is accurate. Persons under the age of 18 are not permitted to become members of the Platform, even with the consent of a parent or legal guardian.

If age or identity information is found to be inaccurate, the account may be restricted or closed.

5.2. Accuracy of Membership Information

The User agrees to:

1. use an active email address and telephone number that belong to them;
2. refrain from using another person’s identity or contact information;
3. keep membership and verification information accurate and up to date; and
4. refrain from providing requested information in a misleading, incomplete or inaccurate manner.

5.3. Number of Accounts

As a rule, each User may hold only one natural-person or business account. If multiple accounts are required for security, business organization or regulatory compliance purposes, ItemGold’s prior written approval must be obtained.

Multiple accounts may not be opened to circumvent account restrictions, obtain an unfair advantage from campaigns or conceal transaction history.

6. Account Security

The User is responsible for maintaining the confidentiality of their password, verification codes and other account access information.

The User must:

1. not share verification codes with third parties;
2. not transfer their account to another person or allow another person to use it;
3. notify ItemGold without delay upon becoming aware of suspicious access or an unauthorized transaction; and
4. use any additional verification methods made available for account security.

Any claim of unauthorized access outside the User’s control will be reviewed in light of transaction records and available evidence. ItemGold may temporarily suspend the account or specific transactions for security purposes.

ItemGold employees and support personnel will not ask the User, by email, telephone or Platform message, to provide their password, one-time verification code or complete images of the front and back of their payment card.

7. Platform Services

Depending on the scope of its services, ItemGold may allow Users to:

1. browse and purchase digital products;
2. list permitted products for sale;
3. track orders and deliveries;
4. use Platform messaging;
5. access payment and transfer-to-Seller processes;
6. report disputes; and
7. access campaigns and support services.

Platform features, product categories and transaction limits may be changed due to security requirements, applicable legislation, Payment Service Provider rules or operational requirements.

Users who wish to sell may be required to accept a separate Seller Agreement and provide the required seller information in addition to holding a membership account.

8. Payment Services and Balance Displays

8.1. Provision of Payment Services

Payment, collection, safeguarded payment, holding of funds and transfer-to-Seller transactions on the Platform are carried out, where applicable, through Payment Service Providers authorized by the Central Bank of the Republic of Türkiye.

ItemGold is not a bank. ItemGold does not represent that it conducts payment institution or electronic money institution activities on its own behalf or that it offers deposit accounts to Users.

The entity that will hold and transfer funds received from a User or Seller will be determined according to the business model established with the relevant Payment Service Provider and the user agreements of that provider.

8.2. Shopping Balance

Amounts loaded into the User’s account for shopping purposes or credited as a result of refunds, promotions or similar transactions may be displayed separately as a “Shopping Balance.”

The Shopping Balance:

1. may be used for permitted purchases on the Platform;
2. may not be sold or transferred to another User;
3. does not have the same legal or operational nature as Seller Earnings; and
4. as a rule, cannot be withdrawn in cash at the User’s request.

Cases in which applicable legislation, the rules of the authorized Payment Service Provider, consumer rights or mandatory refund provisions require a different course of action are reserved. Whether a refund is credited to the Shopping Balance or returned to the original payment method will be determined in accordance with the terms presented before the transaction and mandatory provisions of law.

Balances granted free of charge as part of a promotion, gift or campaign cannot be converted into cash and may be subject to campaign terms.

8.3. Seller Earnings

Amounts arising from sales transactions are displayed in the “Seller Earnings” section, taking into account the status of the transaction and any applicable holding period.

For Seller Earnings to become withdrawable, it may be necessary for:

1. delivery to have been completed;
2. the applicable objection and security periods to have expired;
3. the Seller to have completed identity and account verification;
4. a verified bank account or IBAN belonging to the Seller to be used;
5. there to be no fraud, chargeback, unlawful transaction or ongoing dispute; and
6. the conditions required by the Payment Service Provider to have been met.

Seller Earnings are transferred only to a verified payment account belonging to the Seller. Payment may not be made to a bank account held in another person’s name.

Amounts displayed on the Platform as pending, blocked or under review are not considered withdrawable Seller Earnings.

8.4. Nature of Technical Records

The balance and earnings amounts displayed on the Platform are technical and accounting records intended to facilitate the tracking of relevant transactions. The rights of a User or Seller in respect of funds are determined by the nature of the transaction, the Payment Service Provider’s records, the relevant transaction agreement and applicable legislation.

9. Identity Verification

Comprehensive identity verification is not carried out when a membership is created unless required for security purposes.

ItemGold or the authorized Payment Service Provider may require identity verification in circumstances including:

1. the first sale;
2. withdrawal of Seller Earnings;
3. an increase in transaction limits;
4. a material change to account information;
5. detection of an unusual or high-risk transaction; or
6. a requirement under applicable legislation or a request from a competent authority.

Identity verification will initially request information that is necessary and proportionate. The Turkish identity number, full name, date of birth, contact information and IBAN belonging to the same person may be used.

An image of an identity document or a liveness/selfie verification will be requested only where required by the risk, applicable legislation or the Payment Service Provider, and following separate notification. The scope of identity verification and retention of data are explained in the KYC/Identity Verification Privacy Notice.

A complete image of a payment card is not requested through ItemGold support channels.

Failure to complete identity verification may not necessarily result in the closure of the membership account as a whole; however, sales, withdrawals or high-risk transactions may be restricted.

10. General Provisions Relating to Sellers

Before commencing sales on the Platform, a User must accurately declare whether they are acting as an Individual Seller or a Commercial Seller.

10.1. Commercial Seller

A Seller acting within the scope of a commercial or professional activity may be required to provide:

1. trade name or business information;
2. tax identification number;
3. MERSİS number;
4. tax office;
5. trade registry or chamber information;
6. invoicing and contact information;
7. authorized representative information; and
8. bank account information.

A Commercial Seller is responsible for complying with consumer protection, tax and electronic commerce legislation and other obligations applicable to its field of activity.

10.2. Individual Seller

An Individual Seller may use this status only for sales that do not constitute a commercial or professional activity.

If the continuity, organization, volume or profit-making purpose of the sales causes the activity to become commercial in nature, ItemGold may request additional information and documents, move the account to Commercial Seller status or restrict sales.

Individual Seller status does not constitute a guarantee that the person has no tax or documentation obligations. Each Seller is responsible for assessing the legal and tax nature of their own activity.

10.3. Separate Seller Agreement

Commencement of sales, listing, commission, payment periods, invoicing, submission of evidence, performance criteria and restrictions that may apply to Sellers may be governed by a separate Individual Seller Agreement or Commercial Seller and Intermediation Agreement.

11. Product and Listing Rules

Only products that meet all of the following requirements may be offered for sale on the Platform:

1. they have been obtained lawfully;
2. they do not infringe the intellectual property or other rights of third parties;
3. their transfer is not prohibited under the rules of the relevant game, publisher or service;
4. they have the characteristics stated in the listing;
5. if used, this fact is clearly disclosed; and
6. they are not subject to any third-party rights.

The Seller is responsible for ensuring that listing information is accurate, current and not misleading.

If a game account, code, in-game asset or other digital product cannot be transferred under the rules of the relevant game company, it may not be offered for sale on the Platform. The User may also be informed that the relevant game’s terms of service may prohibit transfer of the account or asset.

12. Prohibited Products and Conduct

The following are prohibited on the Platform:

1. stolen, unlawfully obtained or otherwise unlawful products;
2. cheats, bots, exploits, malware or tools that enable unauthorized interference with a game;
3. unauthorized account access or account takeover services;
4. transactions intended for money laundering or the transfer of criminal proceeds;
5. false, misleading or duplicate listings;
6. the sale of payment card, bank account or identity information;
7. the use of forged documents or another person’s identity;
8. artificial manipulation of prices, ratings or transaction volume;
9. directing transactions outside the Platform in order to circumvent Platform commissions or security systems;
10. threats, insults, harassment or discrimination directed at other Users;
11. activities intended to test or compromise Platform security or access data without authorization; and
12. products or services relating to illegal betting, gambling or similar activities.

ItemGold may update the prohibited-products list in accordance with applicable legislation, game publisher rules, security risks and Payment Service Provider rules.

12.1. User Content and Zero-Tolerance Policy

1. ItemGold has no tolerance for objectionable content. Listings, storefronts, reviews, questions and messages must not contain unlawful, harassing, hateful, sexually explicit, fraudulent or deceptive material, content that infringes the rights of others, or malware and any other harmful code.
2. The same zero tolerance applies to conduct. Accounts that harass or threaten other Users, impersonate someone else, expose another person’s private information, or abuse other Users in any other way have no place on the Platform.
3. Every listing, storefront, review, question and message can be reported. Reports are reviewed and acted on within 24 hours: content confirmed as objectionable is removed and the account responsible is suspended or terminated.
4. A User may block another User. A blocked User cannot send messages to, or otherwise contact, the User who blocked them.
5. Reports of objectionable content or abusive users can be raised as a support request through the Help Center, by email to support@itemgold.com, or through the official channels published on the Contact page.

13. Transaction, Delivery and Confirmation Process

Before a purchase, the Buyer is shown the product’s essential characteristics, Seller information, price, any applicable service fee and the delivery rules that will apply.

Users should conduct communications relating to delivery and the transaction through the Platform’s messaging system wherever possible. Communication or delivery outside the Platform may make it more difficult to review a dispute.

13.1. Transactions Involving Codes, Items, Skins and In-Game Currency

The Seller must upload information and evidence demonstrating delivery to the Platform.

The Buyer may confirm the transaction after receiving the product. If the Buyer does not provide confirmation or initiate a dispute within 72 hours following delivery, the transaction may be treated as operationally complete.

Such automatic completion does not mean that claims relating to any of the following automatically cease to exist:

1. non-delivery of the product;
2. a defective product or a product that differs from the listing description;
3. an unauthorized transaction;
4. fraud; or
5. rights arising under mandatory provisions of law.

13.2. Game Account Transactions

For game account transactions, the Buyer may initially be given a 72-hour inspection period to review the delivery.

To address the risk that the account may subsequently be recovered or access may be lost, Seller Earnings may be held for security purposes for up to 14 days following delivery.

The Seller must:

1. transfer complete access to the account;
2. enable the Buyer to make the necessary password and contact-information changes;
3. not recover the account after the sale; and
4. not attempt to regain access to the transferred account.

Recovery or attempted recovery of the account by the Seller may result in cancellation of the transaction, a refund, set-off against Seller Earnings and permanent closure of the account.

13.3. Changes to Time Periods

Delivery, inspection and security periods may vary depending on the product category, risk level, Seller performance and transaction amount. The periods applicable to a transaction will be shown on the relevant screen before the purchase or sale is completed.

14. Fees, Commissions and Invoicing

Any commission, service fee or other charge to be collected by ItemGold is shown to the relevant party before the transaction is completed.

ItemGold issues an invoice to the party from whom it collects a fee for the intermediary or platform service provided, in the amount of the service fee or commission collected. Accordingly:

1. if the commission is collected from the Seller, the commission invoice is issued to the Seller; and
2. if a separate service fee is collected from the Buyer, the invoice for that fee is issued to the Buyer.

For B2C transactions in which ItemGold is the direct Seller, ItemGold issues the sales invoice for the product price.

In a Marketplace Transaction, the Commercial Seller is responsible for issuing the Buyer a document or invoice that complies with applicable legislation for the total sale price of the product.

An Individual Seller’s tax and documentation responsibilities are determined according to the actual nature of their sales activity and applicable legislation. ItemGold may request additional information and documents where there are indications that the Seller’s activity is commercial in nature.

Where required under applicable tax legislation, tax may be withheld from payments to the Seller and the relevant amounts may be remitted to the competent authority.

15. Cancellation, Refunds and Right of Withdrawal

Cancellation, refunds and the right of withdrawal are determined by taking into account the identity of the seller, the nature of the product, whether delivery has commenced and whether the transaction is a consumer transaction.

For consumer transactions to which ItemGold or a Commercial Seller is a party, the relevant preliminary information form and distance sales agreement are presented to the consumer before payment.

Where the right of withdrawal is unavailable for services performed instantly in an electronic environment or digital content delivered instantly, the preliminary information and explicit request/confirmation required under applicable legislation are obtained separately during the transaction.

No general rule stating that “digital products are non-refundable under all circumstances” is applied. Mandatory rights relating to transactions involving non-delivery, defects, products that differ from the listing description, unauthorized activity or illegality are reserved.

For sales between an Individual Seller and a Buyer that do not constitute consumer transactions, the applicable cancellation and refund terms are determined in accordance with the C2C Purchase, Sale and Secure Transaction Rules presented before the transaction.

16. Disputes and Review Process

A Buyer or Seller may initiate a dispute from the transaction details screen.

In the event of a dispute, ItemGold may review:

1. transaction messages;
2. login and security records;
3. delivery evidence;
4. changes to product information;
5. payment and chargeback records; and
6. the parties’ statements and documents.

The relevant payment or Seller Earnings may be temporarily held until the review has been completed.

If a party fails to provide requested information and evidence within the specified period, the assessment may be made on the basis of the records available.

ItemGold’s dispute support process does not eliminate the right to apply to a court, consumer arbitration committee or other competent authority. ItemGold does not issue a final judgment as a legally competent judicial authority; it makes an operational decision within the framework of the Platform rules and available evidence.

17. Chargebacks, Fraud and Set-Off

If a payment transaction is reversed by the cardholder or Payment Service Provider on grounds such as an unauthorized transaction or fraud, ItemGold may:

1. place the relevant transaction under review;
2. hold Seller Earnings that have not yet been transferred;
3. set off an amount previously transferred in relation to the same transaction against current or future Seller Earnings;
4. request information and documents; and
5. temporarily restrict the account.

Set-off and restriction measures will be applied in a manner that is connected to the specific transaction, proportionate and recorded. An unconfirmed suspicion alone does not justify indefinitely eliminating all unrelated rights of a User.

18. User Content and Intellectual Property

Intellectual property rights in the Platform’s software, design, trademarks, logos, databases and content created by ItemGold belong to ItemGold or the relevant rights holders.

The User agrees that they hold the necessary rights to use listing images, descriptions and other content uploaded to the Platform.

To the extent necessary for content uploaded by the User to be published and displayed on the Platform, technically reproduced and used to promote the relevant listing, the User grants ItemGold a royalty-free, non-exclusive license limited to the period during which the content remains on the Platform.

ItemGold may review content reported as unlawful or infringing third-party rights and may remove it or restrict access to it where necessary. Notices of intellectual property infringement may be submitted to support@itemgold.com.

19. Account Restrictions and Closure

ItemGold may temporarily restrict an account or specific functions in the following circumstances:

1. account security has been compromised;
2. identity or account information cannot be verified;
3. there is an ongoing transaction dispute;
4. fraud or unlawful activity is suspected;
5. there is a chargeback risk;
6. a prohibited product or prohibited conduct has been identified;
7. a competent authority or Payment Service Provider requests the restriction; or
8. this Agreement has been materially breached.

Unless there is an urgent security concern, fraud review or request from a competent authority, the User will be informed of the principal reason for the restriction and the steps required to resolve it.

Depending on the nature of the breach, ItemGold will apply the proportionate measure from among a warning, removal of a listing, a transaction limit, temporary suspension or permanent account closure.

Closure of the User’s account does not cause lawfully earned Seller Earnings that are not subject to a dispute to cease to exist. Statutory holds, chargebacks, ongoing disputes and decisions of competent authorities are reserved.

20. Termination of Membership by the User

The User may request closure of their membership through the account settings or support channel.

Certain consequences of account closure may be postponed where there is:

1. an ongoing order or dispute;
2. Seller Earnings that have not been withdrawn;
3. a payment objection or chargeback;
4. a statutory retention obligation;
5. a request from a competent authority; or
6. a security review that must be concluded.

Closure of the account does not mean that transaction and identity-verification records that must be retained under applicable legislation will be deleted immediately. The retention and deletion conditions applicable to personal data are explained in the relevant privacy notices.

21. Service Continuity and Liability

ItemGold takes reasonable technical and administrative measures to ensure that the Platform operates securely and without interruption. Nevertheless, temporary interruptions may occur due to maintenance, infrastructure failures, cyberattacks, internet outages, suspension of services by a game publisher or other reasons beyond ItemGold’s reasonable control.

ItemGold does not exclude by contract its liabilities arising from:

1. its capacity as the Seller in transactions in which it is the direct Seller;
2. legislation applicable to its intermediary services; or
3. its own fault, negligence or security obligations.

Responsibility for a product offered by a third-party Seller rests primarily with that Seller. This provision does not exclude ItemGold’s obligations under mandatory provisions of law.

Consequences arising from the User’s own fault in sharing a password or verification code, providing inaccurate information or acting contrary to clear security warnings may, depending on the circumstances of the specific case, be attributable to the User.

Consumers’ statutory rights that cannot be waived in advance are reserved.

22. Force Majeure

Natural disasters, war, terrorism, widespread communications or energy outages, decisions of public authorities, epidemics, widespread failure of payment systems and similar events beyond the parties’ reasonable control may constitute force majeure.

A party relying on force majeure will make the necessary efforts to mitigate its effects and inform the other party within a reasonable period. Force majeure does not automatically eliminate obligations unrelated to the event or User rights that have already arisen.

23. Personal Data and Communication Preferences

The purposes and legal grounds for which personal data is processed, the parties to whom it may be transferred and the User’s rights are explained in the KVKK Privacy Notices presented at the relevant stage of the transaction.

A privacy notice is not an authorization or contractual approval requested from the User.

Commercial electronic communications for campaign, advertising and marketing purposes are sent only where the necessary consent has been obtained. Marketing consent is not a mandatory condition of membership and may be withdrawn by the User at any time.

Service messages relating to orders, account security, payments, deliveries, disputes and performance of the Agreement may be sent without being treated as marketing communications.

24. Amendments to the Agreement

ItemGold may update this Agreement due to changes in applicable legislation, security requirements, service improvements or changes to its business model.

As a rule, changes that materially affect the User’s rights and obligations will be notified to the User at least 15 days before they take effect.

Changes that must take effect immediately due to applicable legislation, a decision of a competent authority or an urgent security requirement may take effect before the expiry of this period. In such cases, the User will be informed as soon as reasonably possible.

Renewed acceptance may be obtained for provisions that have a material adverse effect on the User and substantially change the scope of the existing membership relationship.

As a rule, the parties to a transaction, the price, delivery terms and essential rights are assessed according to the terms presented to them when the transaction was concluded.

25. Electronic Records and Evidence

ItemGold may retain electronic records relating to the Agreement version, time of acceptance, account activity, orders, Platform messages, delivery records and security incidents in accordance with applicable legislation.

The parties agree that such records may be submitted as evidence in the event of a dispute. This provision does not constitute an exclusive evidence agreement that restricts the statutory rights of consumers or other parties to submit evidence.

26. Notices and Communications

Notices to the User may be delivered to the email address or telephone number registered to their account, through a Platform notification or by another durable medium permitted under applicable legislation.

The User must update any changes to their contact information through their account.

Current contact and identification information relating to ItemGold is published in the “Contact” or “About Us” section of the Platform.

27. Governing Law and Remedies

This Agreement is governed by the laws of the Republic of Türkiye.

Users who qualify as consumers may apply to the consumer arbitration committees and consumer courts in their place of residence or the place where the transaction was carried out, subject to the applicable monetary thresholds and jurisdictional rules.

For disputes that do not qualify as consumer transactions, the competent authorities and courts are determined in accordance with the general rules of law. Specific provisions relating to relationships with Commercial Sellers will be set out in a separate intermediation agreement.

Use of the Platform’s dispute support mechanism does not prevent a User from pursuing statutory remedies.

28. Severability and No Waiver

If any provision of this Agreement is invalid or unenforceable, the validity of the remaining provisions will not be affected. The invalid provision will be applied in the closest lawful manner, taking into account the parties’ intent and mandatory provisions of law.

Failure to exercise a right in a particular instance does not constitute a permanent waiver of that right.

29. Entry into Force

The User declares that they have had an opportunity to review this Agreement, which was made accessible on the membership screen, and that they accept it by clicking “Sign Up,” “Continue” or a button with equivalent meaning.

This Agreement takes effect on the date on which the User completes the electronic acceptance process.

ItemGold records the version of the Agreement accepted and the time of acceptance. The User may access the current Agreement from their account or the relevant page of the Platform.