Individual Framework Agreement
ARTICLE 1 - PARTIES
1.1. This Laplace Individual Framework Agreement (“Agreement”) is entered into by and between, on the one hand, Maslak Vergi Dairesi No: 7210902659, established in accordance with the laws of the Republic of Turkey, located at Maslak Mah. Taşyoncası Sk. Maslak 1453 Sitesi No: 1g İç Kapı No: B22 Sarıyer / İstanbul, registered with the Maslak Tax Office under number 7210902659 and with the Istanbul Trade Registry Directorate under number 410673-5, and on the other hand, and the natural person benefiting from the services provided by Papara (“User”) is hereby entered into and shall become effective upon approval. The User and Papara shall be referred to individually as ‘Party’ and collectively as “Parties” in this Agreement.
1.2. Papara's address and contact information are as follows.
Address: Maslak Mah. Taşyoncası Sk. Maslak 1453 Sitesi No: 1g İç Kapı No: B22 Sarıyer / Istanbul
Email address: rapor@papara.com
KEP: paparateknoloji@hs01.kep.tr
1.3. The information subject to this Agreement is the identity, address, and contact information provided by the user in their application when accessing the service offered by Papara.
1.4. The address provided above is Papara's main address; Papara does not have any branches providing services outside of this address.
ARTICLE 2 - SUBJECT MATTER
The subject matter of this Agreement is Papara's provision of Laplace to the User in accordance with the details and provisions of this Agreement, and the determination of the mutual rights and obligations of the Parties in this regard.
ARTICLE 3 - DEFINITIONS
3.1. Unless otherwise expressly stated in this Agreement, the terms listed below shall have the meanings specified opposite them.
3.2. 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.
3.3. 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.
3.4. 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.
3.5. Token is a preloaded balance that allows the User to use any data included in their Subscription Plan.
3.6. API refers to the entirety of the integration that enables the use of defined functions between Laplace and other software.
3.7. User refers to the natural person who uses Laplace for personal purposes outside of commercial use with Papara and is a party to this Agreement. The User is the person defined at the beginning of the Agreement and who becomes a party by accepting this Agreement.
3.8. User Account refers to the account where the User can view their balance Tokens for Laplace held with Papara and use the Laplace product.
3.9. 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.
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 services provided by Papara may only be used for personal, educational, and non-commercial purposes. The User agrees not to use the service for commercial purposes under any name, not to sell the data or engage in such activities for the purpose of generating income, and to act in accordance with applicable laws.
4.3. The User declares, accepts, and undertakes that they are at least 18 years old to use Laplace offered by Papara, that they are competent to be bound by this Agreement, and that they do not reside in any country under sanctions.
4.4. The User is solely responsible for the security of their account and API keys. The Parties agree that Papara shall not be liable in the event of unauthorized access.
4.5. Papara may, at its sole discretion, refuse to grant access to Laplace to Users who do not meet the eligibility criteria.
4.6. Papara may, at its sole discretion, restrict, suspend, or completely revoke access to Laplace for Users who fail to meet the specified eligibility criteria during the term of this Agreement.
4.7. This Agreement grants the User a non-exclusive, non-transferable license limited to personal use. This license includes API access within the monthly Token quota and the right to develop individual projects.
4.8. The User shall be granted a one-time right to use 10,000 Tokens in addition to the Subscription Plan they have purchased; Tokens cannot be transferred to the next month or to another User under any circumstances, nor can they be sold or converted into cash.
4.9. Papara does not charge the User any fee for the one-time 10,000 Tokens defined outside of the Subscription Plan under this Agreement. The User may purchase additional Token packages or paid additional services if needed. All uses made by Users must be of a personal and non-commercial nature. Otherwise, Papara reserves the right to claim from the User all lawsuits, claims, allegations, and third parties within this scope.
4.10. The intellectual and industrial property rights of all kinds of visual, written, and other materials arising under this Agreement belong to Papara in accordance with the Intellectual and Industrial Property Law and other relevant Legislation. The User may not, without Papara's written consent, allow others to use, lease, sell, transfer, or assign to third parties any rights or obligations arising from the use of Laplace, including rights and obligations of a fee nature.
4.11. 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.
4.12. The information, documents, and other outputs provided to the User by Laplace and created with Laplace under this Agreement shall not be considered investment advice under the Capital Markets legislation and other 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 provided under 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.
4.13. 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 legislation, 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.
4.14. Papara shall not be liable for any loss of profit, direct and/or indirect damages, investment losses, and 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 all liability and indemnification obligations, including third-party claims, under this clause.
4.15. Laplace may include third-party data providers, developer tools, and resources; for this reason, Papara is not responsible for the content or reliability of these links. Market data may be subject to special licenses and terms of use belonging to third parties; by entering into this Agreement, the User declares, accepts, and undertakes to comply with these terms. The User indemnifies Papara against all damage that may arise due to technical malfunctions, delays, connection errors, and/or any technical errors that may occur in live data connections originating from the stock exchange and third parties.
4.16. The User hereby declares, accepts, and undertakes that they will be the sole beneficiary of Laplace under this Agreement, in accordance with the terms of this Agreement.
4.17. The User is 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 carried out using the Service Interface is deemed to have been carried out by the User. If the User suspects that unauthorized persons have accessed the Service Interface, they are obligated to immediately notify Papara. Unless such notification is made, the User shall remain liable for all transactions made through the Service Interface.
4.18. Papara may send announcements, alerts, and similar notifications via the Service Interface or through another channel using contact information provided by the User.
4.19. 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.
4.20. 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.
4.21. 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.
4.22. Users may submit complaints and objections regarding Laplace via email to rapor@papara.com.
4.23. Users can access five different types of market data 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.
4.24. Laplace, provided by Papara under this Agreement, falls under Article 15 of the Regulation on Distance Contracts published based on the Consumer Protection Law No. 6502 and constitutes an exception to the User's right of withdrawal. For the avoidance of doubt, the Parties agree that the User has no right of withdrawal with respect to the services and products acquired under this Agreement.
ARTICLE 5 - PAYMENT TERMS
Papara will charge the User following the activation of Laplace access; the payment method, term, and amount will be determined in accordance with the relevant Subscription Plan. Papara reserves the exclusive right to make unilateral changes to the content, pricing, and access rights covered by the relevant Subscription Plan. Current pricing information for the Subscription Plan can be found at https://getlaplace.com/pricing.
ARTICLE 6 - TERM AND TERMINATION CONDITIONS OF THE AGREEMENT
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 of the Subscription Plan or delays, fails to perform, or improperly performs the obligations undertaken under this Agreement, Papara shall have the right and authority, at its sole discretion, to immediately terminate the Agreement without paying any compensation, penalty, or other fees of any kind.
6.3. Papara has the right and authority to terminate the Agreement unilaterally at any time, without giving any reason, by giving 3 (three) days' prior written notice, without paying any compensation, penalty, or any other amount under any name or title.
6.4. The termination of the Agreement for any reason whatsoever shall in no way affect or prejudice Papara's accrued rights as of the termination date with respect to the period up to and including 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.
6.5. If 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.
6.6. The User shall be solely liable for any damages incurred by Papara and/or third parties because of actions contrary to this Agreement.
6.7. The User may terminate this Agreement at least 1 (one) day in advance by complying with the notification methods specified in this Agreement. In this case, paid but unused Tokens will not be refunded.
ARTICLE 7 - CONFIDENTIALITY AND PROTECTION OF PERSONAL DATA
7.1. The Parties shall consider all technical and commercial information learned from each other under the Agreement or in connection with the Agreement or during the performance of the services subject to the Agreement, including but not limited to all types of written, visual, and electronic data and information, as “Confidential Information.”
7.2. From the commencement of negotiations related to this Agreement between the Parties, during the negotiation phase, the signing and implementation phase of the Agreement, and during the course of this Agreement, any and all information and documents relating to the Parties, their customers, or their personnel, including fees payable under the Agreement, whether communicated electronically, magnetically, in writing, orally, or by any other means, shall be kept confidential and shall not be disclosed to third parties or organizations.
7.3. Each Party shall be obligated to keep any Confidential Information learned directly or indirectly from the other Party confidential with at least the same care as it uses to protect its own confidential information and shall not disclose such information to third parties.
7.4. The Party that uses the information provided to it in a manner contrary to the provisions of this confidentiality clause agrees, declares, and undertakes to compensate the Party that owns the Confidential Information for any documented material and moral damages it directly incurs.
7.5. The Parties acknowledge and declare that they are subject to the obligation of loyalty and confidentiality with respect to this Confidential Information.
7.6. The following shall not be considered Confidential Information:
- Information known to the receiving Party prior to receiving it from the disclosing Party;
- Information that has been disclosed and is in the public domain prior to its disclosure by one Party to the other;
- Information obtained by a Party from third parties without any confidentiality obligation and through legal means, which is identical to the Confidential Information.
- Information that must be disclosed pursuant to any legal obligation, administrative authority, judicial authority, or court order.
7.7. The Parties acknowledge and declare that any information they obtain within the scope of their commercial relationship, which directly and/or indirectly identifies or can identify specific individuals, falls within the scope of “Personal Data”. In this context, the Parties agree to keep confidential any Personal Data they have disclosed/will disclose to each other during the performance of the Services provided under this Agreement and for any reason if necessary, in accordance with Turkish law, including but not limited to the Personal Data Protection Law No. 6698 (“Law”) and relevant legislation, and to take all necessary technical and administrative measures in accordance with the Personal Data Protection Law and relevant legislation to prevent the unlawful processing of such data and to ensure its storage within the limits of the legal periods and purposes.
7.8. The Party accessing and holding personal data agrees to take all necessary technical and administrative measures to prevent the unlawful processing of such data and to ensure its protection, provided that such measures are no less stringent than those taken for its own data.
7.9. The obligations under this article shall remain in force as an independent commitment between the Parties for as long as the relationship arising from this Agreement continues and even after the termination of this Agreement.
7.10. The User agrees and declares that they will immediately compensate Papara for any direct and/or indirect damage incurred by Papara as a result of any violation of this Privacy and Personal Data Protection clause upon the first written request.
ARTICLE 8 - INTELLECTUAL PROPERTY
“Papara.com," “PAPARA”, and all other URLs, logos, and trademarks related to PAPARA services are trademarks and registered trademarks of Papara and Papara's companies, affiliates, and subsidiaries in which Papara or Papara's shareholders hold 50% or more of the voting rights or in which Papara directly or indirectly holds shares, controls, or is a partner. The user may not copy, imitate, or use them in any way without Papara's prior written consent. Furthermore, all page headers, special graphics, button icons, and lettering are Papara's service marks, trademarks, and/or trade dress. The user may not copy, imitate, or use these in any way without Papara's prior written consent. The Papara website and all rights, titles, and interests related to the website, any content herein, Papara's services, the technology related to Papara's services, and any technology created or derived from the above or all technologies and content are the exclusive property of Papara, and the other companies mentioned herein.
ARTICLE 9 - MISCELLANEOUS PROVISIONS
9.1. Invalidity of a Provision: If any provision of this Agreement becomes invalid, unlawful, or unenforceable for any reason, such invalidity, unenforceability, or unlawfulness shall be interpreted and applied in a manner as close as possible to how it would have been applied had such invalidity, unenforceability, or unlawfulness did not exist. The existence of any such invalid, unenforceable, or unlawful provision shall not affect the validity, legality, or enforceability of the remaining provisions.
Furthermore, the different application of any of the terms of this Agreement by the parties shall not mean that such term is accepted in that form, nor shall such application affect the validity of the other terms. In addition, the non-application of certain terms shall not be interpreted as meaning that such terms have been repealed.
9.2. Force Majeure: Natural disasters, war, epidemics, mobilization, fire, strikes, lockouts, etc., as well as decisions taken by the government or official authorities, but not limited to these, which occur to such an extent and degree as to partially or completely, temporarily or permanently, suspend the Parties' ability to work, Circumstances arising beyond the control of the Parties shall be considered Force Majeure (“Force Majeure”) for the Parties to the extent that they affect the performance of the obligations under this Agreement. The Parties shall immediately notify the other Party in writing of the occurrence of Force Majeure, its effects, and, if possible, its estimated duration, and shall substantiate this with official documents. The Party that breaches the notification obligation shall be liable for any damages arising from no notification or late notification.
Either Party may suspend this Agreement until the Force Majeure event ceases to exist or terminate the Agreement by giving written notice to the other Party.
If the Force Majeure event lasts for more than 60 (sixty) days, either Party may immediately terminate the Agreement. If the Agreement is terminated pursuant to this clause, the Parties acknowledge and undertake that they shall be obliged to fulfill their obligations to each other until the occurrence of the Force Majeure event and that they shall not claim any additional compensation, except for the compensation obligations stipulated otherwise in this Agreement. In the event of Force Majeure, the Parties retain the right to claim payment for work for which they have made payments up to the date of termination but for which they have not received services in return.
9.3. Evidence Agreement: The Parties hereby acknowledge and declare that in any dispute arising from the implementation of this Agreement, the Parties' books and records, microfilms, microfiches, computer and electronic records, image, telephone and voice recordings, fax machine printouts, etc., data, printouts, data, and other documents shall constitute conclusive and exclusive evidence and that this clause constitutes a written evidence agreement pursuant to Article 193 of the Code of Civil Procedure.
9.4. Waiver: The fact that one of the parties has not exercised or has exercised late a right or authority arising from this agreement, or has not resorted to legal action, shall not be construed as a waiver thereof. Individual differences in application between the parties should also not be construed as an amendment to this agreement. Partial exercise of a right, power, or legal remedy shall not preclude the subsequent exercise of that right, power, or legal remedy, or the exercise of other rights, powers, or legal remedies.
9.5. Notification: Under this Agreement, notifications to be made by one Party to the other regarding the performance of the services specified in the Agreement shall be made by email to the email addresses specified in this Agreement, considering the nature of the employment relationship established in the Agreement and the requirements thereof. However, notifications regarding the termination of the Agreement must be sent to the addresses specified in this Agreement by registered mail, KEP address, or notary public. The Parties agree and undertake to immediately notify the other Party in writing of any changes to their addresses, including email addresses, within 5 (five) business days following the change at the latest. If they fail to do so, any notifications sent to the addresses specified in the Agreement shall be deemed to have been delivered to them.
9.6. Dispute Resolution: The Parties shall make every effort in good faith to resolve amicably any and all disputes arising out of or in connection with this Agreement. If no resolution can be reached, the Consumer Arbitration Boards, Istanbul Anatolian Courts, and Enforcement Offices shall have jurisdiction over the resolution of all disputes arising from or related to this Agreement.
9.7. Contract Amendments and Validity: Except for matters expressly stated in this Contract as being unilaterally amendable, any amendments to this Contract and its Annexes shall not be valid unless made in writing by the Parties' authorized representatives.
Monthly Subscription Fee and Payment Method
The Subscription Fee determined based on the Subscription Plan is charged to the credit card registered in the system based on the User's declaration and approval. If the Subscription Fee cannot be collected within fifteen (15) days from the start of the relevant service, the data flow provided under this Agreement shall be suspended until the fee is collected. Therefore, Papara accepts no responsibility for any damages or grievances that Users may incur.
Since the service provided under this Agreement is digital content, the right of withdrawal provided for under the Turkish Code of Obligations and Law No. 6502 on the Protection of Consumers does not apply to this service. Therefore, there is no obligation to refund the Subscription Fee.
The subscription is considered renewed unless canceled, and any subsequent refund requests are invalid. Furthermore, payments related to purchases token cannot be refunded due to the immediate commencement of the service.