Terms of Service
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1. Parties and Scope
These Terms of Service ("Terms") govern the use of the Medyapin® OS platform and all related services (the "Service") provided by SMARTLABS MEDYA TEKNOLOJİLERİ ANONİM ŞİRKETİ ("Medyapin", the "Provider" or "we"). Any legal entity or business that registers for, starts a subscription to or otherwise uses the Service (the "Customer") is deemed to have accepted these Terms.
Provider details:
- Trade name: SMARTLABS MEDYA TEKNOLOJİLERİ ANONİM ŞİRKETİ
- MERSIS No: [To be completed: MERSIS number]
- Address: REŞİTPAŞA MAH. DENİZBANK SİTESİ SOK. NO:20 SARIYER İSTANBUL
- Tax Office / No: SARIYER VD / 7720710368
- Registered e-mail (KEP): [To be completed: Registered e-mail (KEP) address]
- E-mail: info@smartlabs.com.tr
- Telephone: 08502593666
- Website: www.smartlabs.com.tr
Medyapin® and Medyapin.com are registered trademarks of SMARTLABS MEDYA TEKNOLOJİLERİ ANONİM ŞİRKETİ.
These Terms form a whole together with the Distance Service Agreement, the Pre-Contract Information Form, the Refund and Cancellation Policy, the Data Processing Agreement, the Service Level Agreement, the Privacy Policy and the KVKK Privacy Notice. In case of conflict, the document specific to the relevant subject prevails over these Terms.
2. Definitions
- Service: the Medyapin® OS cloud-based digital signage and in-store experience platform, including the content management system (CMS), screen player applications (Android, Windows, webOS, Tizen and other supported platforms), the music service, Vision Edge camera triggers, Model Studio training credits and, where applicable, the on-premise licence.
- Customer Content: images, video, audio, text, data and other materials uploaded, created or transmitted through the Service by the Customer or Authorised Users.
- Authorised User: employees, agents or service providers whom the Customer permits to access the Service on its behalf.
- Plan: the subscription package selected on the order/subscription screen, whose scope, price and usage limits are shown on the order/subscription screen and invoice.
- Capability Flags: the configuration, displayed in the Service interface, that determines which features are enabled for a Plan, device or account.
3. Account and Eligibility
- The Service is offered to both individual (consumer) and business (commercial) customers. An individual account may be opened by a natural person aged 18 or over with full legal capacity. A business account must be opened on behalf of a legal entity or business by a natural person authorised to represent it.
- The person opening a business account represents and warrants that they are authorised to bind the Customer to these Terms.
- The Customer must provide accurate, current and complete information at and after registration.
- The Customer is responsible for keeping account credentials confidential, for the actions of Authorised Users and for assigning user roles correctly. Any suspected unauthorised access must be reported immediately to info@smartlabs.com.tr.
- At checkout the Customer selects its billing type (individual or business). The order screen shows which provisions apply based on the selected billing type. Customers acting for non-commercial or non-professional purposes are consumers, and their mandatory rights under consumer legislation are reserved.
4. Scope of the Service
The Service includes content management, playback scheduling, screen and device management, access to licensed music catalogue classes, Vision Edge camera-based triggers, Model Studio model training (via prepaid credit packs) and other features depending on the Plan. Feature availability is determined by the Plan and Capability Flags.
Screen players are designed to continue playing already-downloaded scheduled content when the internet connection is lost. Connectivity is, however, required for distributing new content, reporting and remote management.
5. Acceptable Use
The Customer and Authorised Users may not use the Service to:
- publish content that is unlawful, contrary to public morals or public order, or that contains defamation, hate speech, obscenity or violence;
- publish content or unlicensed music that infringes third parties' intellectual or industrial property rights, personality rights or trade secrets;
- use or modify Vision Edge or other camera features for facial recognition, biometric identification, or the identification or tracking of individuals;
- process personal data in breach of Law No. 6698 on the Protection of Personal Data ("KVKK") and related legislation, or fail to provide the required notices and signage in camera areas;
- reverse engineer, decompile, copy, modify or create derivative works of the Service or its software (except as permitted by mandatory law);
- attempt to circumvent security measures, access limits or rate limits; distribute malware; or create load that disrupts the Service;
- resell, rent or sublicense the Service to third parties without written permission.
Where a breach of this section is suspected, the Provider may remove the relevant content, restrict access or suspend the account.
6. Customer Content and Licences
- All rights in Customer Content belong to the Customer or its licensors.
- Solely for the purpose of providing the Service, the Customer grants the Provider a worldwide, non-exclusive, non-transferable, royalty-free licence to host, reproduce, process, transcode, cache and transmit Customer Content to the Customer's devices. This licence ends when the agreement ends and the content is deleted.
- The Customer warrants that it holds all rights, permissions and licences required for the content it publishes (including those required from collecting societies and rights holders for musical works).
- Where the Customer uses the Medyapin licensed music catalogue under its Plan, the scope and limits of the catalogue licence are set out in the relevant Plan description. Licensing of music and content outside the catalogue is the Customer's responsibility.
- The Provider may use anonymised and aggregated usage data to improve the Service; such data does not identify the Customer or any individual.
7. Personal Data Protection
With respect to personal data processed through the Service, the Customer is the data controller and the Provider is the data processor. The parties' rights and obligations are governed by the Data Processing Agreement. For processing carried out by the Provider as a data controller, the KVKK Privacy Notice and the Privacy Policy apply. VERBIS registration number: [To be completed: VERBIS registration number].
8. Service Changes and Capability Flags
The Provider may add, change or remove features for development, security or regulatory reasons. Where a feature is unavailable on a platform or Plan, this is shown in the interface through Capability Flags rather than being silently removed. Changes that materially reduce the core features of a paid Plan will be notified a reasonable time in advance; in that case the Customer may end its subscription under the Refund and Cancellation Policy.
9. Availability and Support
Availability targets, planned maintenance notices and service credits are governed by the Service Level Agreement. Except as expressly stated in the Service Level Agreement, uninterrupted or error-free service is not guaranteed.
10. Fees and Payment
Prices are shown to individual customers inclusive of value added tax (VAT). Prices for business customers may be quoted exclusive of VAT, in which case taxes are added separately. In all cases, the total amount payable including taxes is shown before the order is confirmed. Payment, subscription renewal, trial periods, failed payments and suspension are governed by the Distance Service Agreement. Card payments are collected through the infrastructure of iyzi Ödeme ve Elektronik Para Hizmetleri A.Ş. ("iyzico"); card details are not stored by the Provider.
11. Suspension and Termination
- The Provider may suspend the Service in whole or in part in the event of unpaid fees, material breach of these Terms, a security risk or an order of a competent authority. Notice will be given before suspension where practicable.
- The Customer may cancel its subscription at any time from the Billing screen; cancellation takes effect at the end of the current period.
- Either party may terminate the agreement for cause if the other party fails to remedy a material breach within 15 (fifteen) days of written notice.
- Termination does not release payment obligations accrued up to the termination date.
12. Data Export and Deletion
The Customer may download its data using the export tools on the Settings screen during the subscription and for [To be specified before publication: e.g. 30] days after it ends. After that period, Customer Content and account data are deleted or anonymised within [To be specified before publication: e.g. 30] days, subject to statutory retention obligations. Copies in backups are deleted within the ordinary backup cycle.
13. Intellectual Property
All rights in the Service, software, player applications, interfaces, documentation, models and the Medyapin® trademark belong to SMARTLABS MEDYA TEKNOLOJİLERİ ANONİM ŞİRKETİ or its licensors. The Customer is granted only a non-exclusive, non-transferable right of use, limited to its internal business purposes, for the duration of the subscription. Suggestions and feedback provided by the Customer may be used to improve the Service without creating any obligation.
14. Disclaimer of Warranties
To the maximum extent permitted by mandatory law, the Service is provided "as is" and "as available". Except as expressly stated in writing, the Provider gives no warranty that the Service is fit for the Customer's particular purposes, that it will work in all circumstances with third-party devices, networks, display hardware or operating systems, or that Vision Edge or Model Studio outputs will reach a particular level of accuracy.
15. Limitation of Liability
- The Provider's total liability arising from these Terms and related agreements is limited to the fees actually paid by the Customer in the 12 (twelve) months preceding the event giving rise to the damage.
- The Provider is not liable for loss of profit, loss of revenue, loss of reputation, loss of data (subject to its backup obligations), business interruption or other indirect damages.
- Under Article 115 of the Turkish Code of Obligations No. 6098 ("TBK"), any limitation or exclusion of liability for gross negligence or intent is void; this section does not apply in such cases. Liability relating to personality rights and under mandatory provisions is reserved.
- For consumer Customers, the limitations in this section apply only to the extent permitted by the mandatory provisions of Consumer Protection Law No. 6502.
16. Indemnity
The Customer shall indemnify the Provider for reasonable losses and costs (including reasonable attorneys' fees) arising from claims, lawsuits and administrative sanctions brought against the Provider because Customer Content, music published by the Customer or the Customer's use of the Service in breach of these Terms infringes third-party rights. The Provider shall notify the Customer of such a claim without delay and reasonably cooperate in the defence.
17. Confidentiality
Each party shall use information obtained under the agreement that is marked confidential, or is by its nature evidently confidential, solely for performing the agreement and shall not disclose it to third parties. This obligation continues for 3 (three) years after the agreement ends. Publicly available information, independently developed information and information disclosed under a legal obligation are excluded.
18. Force Majeure
Events beyond the parties' reasonable control, such as natural disasters, epidemics, war, terrorism, strikes, general power or communications outages, cyber attacks, general failures of infrastructure or cloud providers and orders of competent authorities, constitute force majeure. The affected party's obligations are suspended for the duration of the force majeure. If force majeure lasts longer than 60 (sixty) days, either party may terminate the agreement without compensation.
19. Changes to the Terms
These Terms are versioned and each version is published with its effective date. Material changes are announced by e-mail or in-Service notice before they take effect, and the Customer is asked to accept them again at its next login. Non-material changes take effect on publication. If the Customer does not accept a change, it may end its subscription at the end of the period.
20. Notices
Notices between the parties are sent to the e-mail address registered in the Customer's account, to the Provider at info@smartlabs.com.tr, or to either party's KEP address (for the Provider, [To be completed: Registered e-mail (KEP) address]). KEP or notary channels are preferred for notices with legal effect. The Customer must keep its contact details up to date.
21. Evidence Agreement
Under Article 193 of the Code of Civil Procedure No. 6100 ("HMK"), the parties agree that the Provider's system records, electronic consent and version acceptance records (including date, time, IP address and user information), audit logs, and e-mail and KEP correspondence constitute conclusive evidence in disputes. This does not remove the right to submit counter-evidence.
22. Provisions for Consumer Customers
For individual (consumer) Customers, Consumer Protection Law No. 6502 ("TKHK") and the Distance Contracts Regulation (Official Gazette 27.11.2014/29188) apply. Before the first paid order, the Pre-Contract Information Form and the Distance Service Agreement are presented to and accepted by the consumer. The consumer's right of withdrawal, its exceptions and how to exercise it are set out in those documents and in the Refund and Cancellation Policy. Provisions of these Terms that are to the consumer's detriment and contrary to mandatory provisions do not apply to consumers.
23. Provisions for Business Customers
- For business Customers acting as merchants or tradespeople for commercial or professional purposes, the TKHK and the Distance Contracts Regulation do not apply; there is no right of withdrawal.
- For business Customers, the Turkish Code of Obligations No. 6098 ("TBK") and the Turkish Commercial Code No. 6102 ("TTK") apply.
- Business Customers are responsible for the accuracy of the billing details they provide at checkout and for purchasing the Service for commercial purposes.
- The İstanbul (Çağlayan) Courts and Enforcement Offices have exclusive jurisdiction over disputes with business Customers.
24. Governing Law and Jurisdiction
These Terms are governed by the laws of the Republic of Türkiye. Jurisdiction for business Customers is set out in Section 23. Consumers may apply to Consumer Arbitration Committees within the monetary limits updated annually by the Ministry of Trade, and to Consumer Courts for disputes exceeding those limits. Under Article 73 of the TKHK, a consumer may bring proceedings before the consumer court at their place of residence or where the consumer transaction took place; this right cannot be restricted by contract.
25. Miscellaneous
- If any provision of these Terms is held invalid, the validity of the remaining provisions is not affected.
- Failure to exercise a right does not constitute a waiver of that right.
- The Customer may not assign its rights and obligations under the agreement without the Provider's written consent.
- These Terms are provided in Turkish and English; in case of conflict, the Turkish text prevails.
Contact: SMARTLABS MEDYA TEKNOLOJİLERİ ANONİM ŞİRKETİ, REŞİTPAŞA MAH. DENİZBANK SİTESİ SOK. NO:20 SARIYER İSTANBUL · info@smartlabs.com.tr · 08502593666 · KEP: [To be completed: Registered e-mail (KEP) address]