ARTICLE 3 - DEFINITIONS
3.1. Subscription Plan refers to the detailed subscription terms and conditions indicating the terms and conditions under which Laplace, selected by the User and offered by Papara, will be provided to the User.
3.2. Laplace refers to all or part of the digital services offered by Papara, including APIs related to financial market data, WebSocket services, developer panels, open source SDKs, and technical documentation.
3.3. Service Interface refers to the getlaplace.com website that enables the User to benefit from Laplace. This interface allows users to view the details of the services offered to them under Subscription Plans and their Token balances.
3.4. Token refers to a preloaded balance that the User can use for any data within or outside their Subscription Plan.
3.5. API refers to the entirety of the integration that enables the use of Laplace's defined functions with other software.
3.6. User refers to the legal entity that uses Laplace for commercial and/or professional purposes with Papara and is a party to this Agreement. The User is the person defined at the beginning of the Agreement.
3.7. The User Account is maintained by Papara for Laplace and is used to access the User's documents, systems, and payment information held by Papara.
3.8. Legislation refers to the laws, regulations, and other rules of the Republic of Turkey that are directly applicable to this Agreement and the services provided by Papara.
3.9. Authorized Person refers to persons authorized by the User to act on behalf of the User name and account using the Service Interface or other methods.
ARTICLE 4 - OBLIGATIONS OF THE PARTIES
4.1. Papara acknowledges, declares, and undertakes that it has no legal impediments to providing Laplace in full and on time within the scope and under the conditions specified in this Agreement and its annexes, that it has the authority to provide Laplace, that it has a sufficient number of employees, and that it will maintain this situation without interruption throughout the term of this Agreement.
4.2. The User acknowledges and undertakes that Papara shall not be liable for any indirect damages, loss of profits, loss of income, loss of customers, or any lawsuits, claims, allegations, and all expenses including lawsuit and attorney fees arising from third parties or at the request of third parties in relation to the User under this Agreement, and that it is only liable for direct damages determined by a final court decision.
4.3. All visual, written, and other materials arising under this Agreement are the intellectual and industrial property rights of Papara in accordance with the Intellectual and Industrial Property Law and other applicable legislation. The User may not, without Papara's written consent, grant, lease, sell, transfer, assign, or otherwise convey to any third party any rights or obligations arising from the use of Laplace, including any rights or obligations related to fees
4.4. Subject to the provisions of the Subscription Plan acquired by the User under this Agreement, the User may not assign or otherwise transfer the Agreement and/or the rights and obligations under the Agreement to third parties.
4.5. The information, documents, and other outputs provided to the User under this Agreement, including those created using Laplace, shall not be considered investment advice under Capital Markets legislation or other applicable legislation. None of the services provided by Papara under this Agreement constitute investment advice, and Papara does not provide investment advisory services in relation to the services covered by this Agreement. Laplace cannot be interpreted or used in a manner that could imply investment advisory services and/or investment advice. The User is solely responsible for any and all outputs obtained by using Laplace and all decisions made by the User based on such outputs, as well as all risks incurred or to be incurred.
4.6. The User shall not use Laplace for illegal activities, in a manner that violates applicable financial regulations, or for fraud and/or any other purpose that violates the provisions of this Agreement, public order, or applicable laws, or for such purposes; shall not gain unauthorized access to systems; reverse engineer the APIs, violate security measures, use malicious software, engage in scraping, unlicensed artificial intelligence training, competitor service development, misuse data, send spam, or impersonate others. Papara reserves the right, at its sole discretion, to immediately terminate the Agreement without any notice or warning upon detection of any violation of this clause.
4.7. Papara's total liability arising from this Agreement, under any name whatsoever, shall not exceed the monthly usage fee included in the User's Subscription Plan and reflected to the User. This amount is limited to 1000USD (One Thousand American Dollar) for Papara, regardless of the amount of the usage fee.
4.8. Papara shall not be liable for any loss of profit, direct and/or indirect damages, investment losses, or data loss of any kind that may arise on the part of the User in connection with the performance of its obligations under this Agreement. The User hereby releases Papara from any and all liability and indemnification obligations, including third-party claims, under this clause.
4.9. Laplace may include third-party data providers, developer tools, and resources; therefore, Papara is not responsible for the content or reliability of these links. Since market data may be subject to the proprietary licenses and terms of use of third parties, the User hereby declares, accepts, and undertakes to comply with these terms upon the execution of this Agreement. Papara shall be held harmless from any and all damages that may arise due to technical malfunctions, delays, connection errors, and/or any kind of technical failures caused by the stock exchange or third parties in live data connections.
4.10. The User shall benefit from Laplace within the scope of this Agreement through the declarations and actions of the Authorized Person appointed by the User in accordance with this Agreement.
4.11. The User declares, accepts, and undertakes that they, their employees, Authorized Persons, and other persons representing them will act in accordance with the Legislation and the provisions of this Agreement during the use of Laplace provided by Papara.
4.12. The User shall designate at least one natural person as an Authorized Person who will use the Service Interface in their own name and account, and shall notify Papara of this designation using the methods specified by Papara. The Authorized Person may contact customer support services on behalf of the User.
4.13. The User is responsible for appointing Authorized Persons, determining the authority of the appointed Authorized Persons, and terminating the status of Authorized Persons if necessary for any reason. The User irrevocably accepts, declares, and undertakes that Papara shall not be liable for any damage that may be caused to the User by Authorized Persons not complying with their instructions or otherwise using Laplace.
4.14. Users and Authorized Persons are obligated to keep the password and other information that provides access to the Service Interface confidential, not to disclose them to unauthorized persons, and to ensure that they are not used for purposes other than those for which they were assigned. Any transaction performed using the Service Interface shall be deemed to have been performed by the User. If the User suspects that unauthorized persons have accessed the Service Interface, they are obligated to immediately notify Papara. Until such notification is made, the User shall remain liable for all transactions performed through the Service Interface.
4.15. The User shall notify Papara in writing in cases where the Authorized Person assigned by the User is changed, their authorizations are revoked, or similar situations arise. Otherwise, the User shall be liable for any damages incurred.
4.16. Papara may send announcements, warnings, and similar notifications via the Service Interface or through another channel using contact information provided by the User. The User hereby acknowledges that such notifications constitute valid notices or warnings between merchants in accordance with Article 18 of the Turkish Commercial Code.
4.17. Papara may, at its sole discretion, change or terminate the services it offers within Laplace at any time, in accordance with applicable regulations and its own risk management policy.
4.18. Papara takes the necessary measures to ensure that Laplace is provided continuously and securely under the Agreement. However, Papara cannot be held responsible for any temporary suspension or disruption of services due to technical issues or problems arising from third parties.
4.19. The User declares, accepts, and undertakes that they will hold Papara harmless from any claims, legal proceedings, or lawsuits that other third parties subject to Laplace's sublicense may initiate against Papara, and that they will pay Papara any amounts Papara may be required to pay under this framework in cash and in full upon Papara's first request.
4.20. The User is obligated to use the services and products offered by Papara only in a legal and ethical manner. Users shall use the services and products in accordance with Papara's brand guidelines, this Agreement and its annexes, and all relevant legal and regulatory requirements.
4.21. Users may submit complaints and objections regarding Laplace via email to rapor@papara.com.
4.22. The usage period for Tokens acquired by the User under the Subscription Plan is 1 (one) month, and the right to use them expires at the end of the relevant month if they are not used. Outside of the Subscription Plan, for Tokens purchased separately, the usage period is 1 (one) year from the date of purchase. The usage period for Tokens that are not used within 1 (one) year expires, and the right to use them ends.
4.23. Users can access five (5) different data types related to the market using the Rest API, API, and WebSocket services provided by Papara within Laplace. These data types are categorized as price data, simple data, historical data, special data, and artificial intelligence data. The user's use of Laplace is subject to distribution licenses. When using data types that require a distribution license, if a data request is made to Borsa İstanbul A.Ş. and/or other exchanges located in the United States from which the data types to be used are obtained, the relevant exchange may also charge the User within the scope of this license and issue an invoice. The User acknowledges that they are aware that they may encounter such a payment from the exchanges and that Papara has no liability whatsoever in relation to the said payment obligation, that they will not demand the relevant payment obligations from Papara under any name whatsoever, and that they hereby declare, accept, and undertake to release Papara from all obligations and possible indemnity liability in this regard.
ARTICLE 6 - TERM OF THE AGREEMENT AND TERMINATION CONDITIONS
6.1. This Agreement shall enter into force between the Parties on the date the User Account is opened and shall remain in force unless terminated by the Parties.
6.2. If the User fails to comply with the terms and conditions offered within the Subscription Plan or delays, fails to perform, or does not perform as required the obligations undertaken under this Agreement, Papara shall have the right and authority, at its sole discretion, to immediately terminate the Agreement without any compensation, penalty, etc. regardless of the name under which it is made.
6.3. Papara reserves the right to terminate this Agreement unilaterally at any time, without providing any reason, by giving written notice three (3) days in advance, without paying any compensation, penalty, or any other amount under any name or title. The Parties agree that the User does not have the right to terminate the Agreement without cause under this clause.
6.4. If one of the Parties becomes insolvent, declares bankruptcy, or has its bankruptcy proceedings postponed, becomes subject to conciliation procedures, or ceases its activities permanently or completely changes the subject of its activities, or disposes of all its assets, the other Party shall, without prejudice to any other rights arising from the Agreement and the law, terminate this Agreement unilaterally without paying any compensation or any other amount under any name whatsoever and without the need to grant any other period or issue any other ruling.
6.5. The termination of the Agreement for any reason whatsoever shall in no way affect or prejudice the accrued rights that Papara possesses as of the termination date, including the period up to the termination date and the relevant termination process. Tokens purchased by the User in accordance with the Subscription Plan shall not be refunded and/or converted into cash.
6.6. In the event that the Agreement is terminated for any reason, all completed services related to Laplace and all information, products, services, source code, software, and documentation related to the software, along with all rights thereto, shall be immediately transferred to Papara free of charge as of the termination date.
6.7. In the event of a breach of the terms of this Agreement by the User, Papara reserves the right to continue or terminate the commercial relationship or agreements between the Parties and to claim compensation for any damages incurred, provided that the User agrees, declares, and undertakes to pay Papara a penalty equal to twice the amount paid under this Agreement and that the penalty is non-negotiable. Papara reserves the right to claim and sue for compensation for any additional damages and other matters.
6.8. The User hereby agrees and undertakes to compensate Papara for all material and moral damages incurred by Papara due to any breach of this Agreement, in addition to and separately from any penalty clause claims provided for in the relevant articles of this Agreement.
6.9. The User shall be solely liable for any damages incurred by Papara and/or third parties as a result of actions taken by the User and/or persons responsible under this Agreement that are in violation of this Agreement.
6.10. The User may terminate this Agreement at least 3 (three) months in advance by complying with the notification methods specified in this Agreement. In this case, any Tokens that have been paid for but not used will not be refunded.