Terms and Conditions

Smercy Direct and Central Platform Terms of Use

Last updated May 30, 2019 

Welcome to the terms of use for the Smercy Direct Platform and Smercy Central Platform (collectively, the "Platform"). Cube Teknoloji Medya Ve Eğitim Hizmetleri Dış Tıcaret Lımıted Şırketı ,and/or its affiliates (“The Cube" or "us") provide the Platform to you (if using or registering as an individual) or the entity you represent (if using or registering as a business) ("you") subject to the following terms of use ("Terms of Use") in connection with your use of the Platform. By visiting a Platform or registering as a user of a Platform, you accept the Terms of Use and represent that you have the authority to bind yourself or the company you represent to the Terms of Use. Please read these Terms of Use carefully, together with all other rules and policies related to such Platform (including but not limited to the Smercy.com Terms & Conditions and the Smercy.com Privacy Policy). 

No Unauthorized, Unlawful or Harmful Use of the Platform

Each Platform is only for your use or the use of those authorized by you to access the Platform on your behalf and you are only authorized to use it in connection with Smercy Direct or Smercy Central, as determined by your account status. Cube Teknoloji Medya Ve Eğitim Hizmetleri Dış Tıcaret Lımıted Şırketı grants you a limited, revocable license to access and use each Platform in the course of participating in Smercy Direct or Smercy Central. You may not use the Platform for any other commercial or non-commercial purposes or in any way that: 

  1. Is unlawful or harms Cube Teknoloji Medya Ve Eğitim Hizmetleri Dış Tıcaret Lımıted Şırketı , its customers, suppliers or other parties, as determined in Cube Teknoloji Medya Ve Eğitim Hizmetleri Dış Tıcaret Lımıted Şırketı ’s sole discretion. 
  2. Breaches any agreement, policy or other notice applicable to the Platform. 
  3. Could damage, disable, overburden, or impair the Platform (or any network(s) connected to the Platform) or interfere with any other party’s use of the Platform. 


Your Account; Changes to Account Settings; 

User Permissions

By using the Platform, you confirm that you are at least 18 years old (or the age of majority where you reside, whichever is older). You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. We may provide the ability for you to grant additional users access to your account under separate user names and passwords. You agree that you are responsible for all activities that occur under your account or password, including all activities that occur under any user name you grant access to your account. You will ensure that all users granted access to your account comply with these Terms of Use, together with all other rules and policies related to the Platform in use. If you make changes to your settings or user permissions within a Platform, it may take some time for our system to process the change and you acknowledge that those changes may not take effect immediately. 

Changes to these Terms of Use and the Platform

We may in our discretion make change to these Terms of Use without notice to you. You are responsible for reviewing the revised Terms of Use and/or any applicable postings. CONTINUED USE OF THE Platform OR PARTICIPATION IN THE PROGRAM AFTER SUCH CHANGES OR POSTINGS WILL CONSTITUTE YOUR ACCEPTANCE OF THE CHANGES OR POSTINGS. We may change the Platform or delete any features or functionality, or any aspect of the services, in any way at any time for any reason. 

Materials You Post or Provide; 

Communications Monitoring

For information and materials you post or otherwise provide to Cube Teknoloji Medya Ve Eğitim Hizmetleri Dış Tıcaret Lımıted Şırketı via a Platform that is not subject to the terms of a license agreement with Cube Teknoloji Medya Ve Eğitim Hizmetleri Dış Tıcaret Lımıted Şırketı (a "Submission"), you otherwise grant Cube Teknoloji Medya Ve Eğitim Hizmetleri Dış Tıcaret Lımıted Şırketı and its affiliates a non-exclusive, royalty-free, perpetual, irrevocable license to (1) use, copy, distribute, transmit, make available, publicly display, publicly perform, reproduce, edit, adapt, modify, translate, reformat and create derivative works of your Submission in connection with the Platform and Smercy Direct or Smercy Central, and (2) sublicense these rights, to the maximum extent permitted by applicable law. Cube Teknoloji Medya Ve Eğitim Hizmetleri Dış Tıcaret Lımıted Şırketı may remove your Submission at any time. For each Submission you provide, you represent that you have all rights necessary for you to grant us the rights provided in this section.

You acknowledge that we will communicate with you primarily via email or by posting notices on the Platform. You agree that all agreements, notices, disclosures and any other communications that we provide to you electronically satisfy any legal requirements that such communications be in writing. To the maximum extent permitted by applicable law, Cube Teknoloji Medya Ve Eğitim Hizmetleri Dış Tıcaret Lımıted Şırketı may monitor any electronic communications you make in connection with the Platform and may disclose such information in the event it has a good faith reason to believe it is necessary for purposes of ensuring your compliance with this Agreement, and protecting the rights, property, and interests of Cube Teknoloji Medya Ve Eğitim Hizmetleri Dış Tıcaret Lımıted Şırketı or any third party. You consent to us sending you emails relating to Smercy Direct, Smercy Central and other publishing opportunities from time to time. This takes precedence over any directions you may have given us, including through another Cube Teknoloji Medya Ve Eğitim Hizmetleri Dış Tıcaret Lımıted Şırketı web site. You may opt out of these communications at any time.

No Warranties

Cube Teknoloji Medya Ve Eğitim Hizmetleri Dış Tıcaret Lımıted Şırketı PROVIDES EACH Platform "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE." YOU EXPRESSLY AGREE THAT USE OF THE Platform IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Cube Teknoloji Medya Ve Eğitim Hizmetleri Dış Tıcaret Lımıted Şırketı MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE Platform OR THE INFORMATION, CONTENT, OR MATERIALS INCLUDED ON THE Platform AND DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE Platform WILL BE UNINTERRUPTED OR ERROR-FREE. Cube Teknoloji Medya Ve Eğitim Hizmetleri Dış Tıcaret Lımıted Şırketı DOES NOT WARRANT THAT THE Platform, ITS SERVERS OR E-MAILS SENT ARE ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME, OR ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 

Limitation of Liability

IN NO EVENT WILL Cube Teknoloji Medya Ve Eğitim Hizmetleri Dış Tıcaret Lımıted Şırketı BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THESE TERMS OF USE OR YOUR USE OF A Platform, EVEN IF Cube Teknoloji Medya Ve Eğitim Hizmetleri Dış Tıcaret Lımıted Şırketı HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SECTIONS, YOU ACKNOWLEDGE AND AGREE THAT Cube Teknoloji Medya Ve Eğitim Hizmetleri Dış Tıcaret Lımıted Şırketı IS NOT RESPONSIBLE OR LIABLE FOR (1) ANY CONTENT; (2) ANY THIRD PARTY CONDUCT, TRANSMISSIONS OR DATA; (3) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF ANY Platform; (4) ANY INCOMPATIBILITY BETWEEN A Platform, SERVICES, SOFTWARE AND HARDWARE; OR (5) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH A Platform. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THESE TERMS OF USE APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 

Indemnification

You release us and will indemnify, defend and hold harmless Cube Teknoloji Medya Ve Eğitim Hizmetleri Dış Tıcaret Lımıted Şırketı and its affiliates, and their respective officers, directors, employees, and agents against any claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, attorneys’ fees) arising from or related to (a) your breach of any representation or warranty or other obligation contained in this Agreement; or (b) any Submission (together, "Claims"). You will use counsel reasonably satisfactory to us to defend each Claim. If at any time we reasonably determine that any Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement without our prior written consent, which may not be unreasonably withheld. 

Termination; Access Restriction

Cube Teknoloji Medya Ve Eğitim Hizmetleri Dış Tıcaret Lımıted Şırketı may terminate these Terms of Use, or terminate or suspend your access to the Platform at any time with or without cause. Upon any termination or suspension of these Terms of Use, your right to use the Platform will cease immediately, and you will not be able to retrieve any information related to your account. All provisions that reasonably may be construed as surviving these Terms of Use will survive the expiration or termination of these Terms of Use. 

Disputes

Any dispute or claim relating in any way to your use of the Platform, or to any products or services sold or distributed by Cube Teknoloji Medya Ve Eğitim Hizmetleri Dış Tıcaret Lımıted Şırketı or through Cube Teknoloji Medya Ve Eğitim Hizmetleri Dış Tıcaret Lımıted Şırketı .com will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Istanbul Arbitration Center rules and federal arbitration law apply to this agreement.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms of Use as a court would.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent Kafadar & Yuvali Advocacy Consulting, enes@kafadaryuvali.av.tr. The arbitration will be conducted by the Istanbul Arbitration Center (ISTAC) under its rules, including the ISTAC’s Supplementary Procedures for Consumer-Related Disputes. The ISTAC’s rules are available at https://istac.org.tr
 or by calling 90-850-622-50-30. Payment of all filing, administration and arbitrator fees will be governed by the ISTAC’s rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Cube Teknoloji Medya Ve Eğitim Hizmetleri Dış Tıcaret Lımıted Şırketı will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights. 

Applicable Law

By using the Platform, you agree that the ISTAC rules, applicable federal law, and the laws of the Turkish Republic, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and Cube Teknoloji Medya Ve Eğitim Hizmetleri Dış Tıcaret Lımıted Şırketı . 

Interpreting the Terms; Assignment

If any part of these Terms of Use are determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use will continue in effect. Cube Teknoloji Medya Ve Eğitim Hizmetleri Dış Tıcaret Lımıted Şırketı may assign these Terms of Use, in whole or in part, at any time without notice to you. You may not assign these Terms of Use, or assign, transfer or sublicense your rights, if any, in the Platform. The section titles are solely used for the convenience of the parties and have no legal or contractual significance.