TERMS OF SERVICE

Last modified May 18th, 2022

These terms and conditions govern your access to and usage of Somera Sosyal Medya Araştırma Ölçümleme ve Analiz Anonim Şirketi's ("Somera") products, software, services, and web site (collectively "Services"), and any and all information, text, graphics, photos or other materials uploaded, downloaded, or appearing on the Services (collectively "Content") located at somera.com.tr and all their subdomains.

BY ACCESSING AND USING THE SERVICES IN ANY MANNER, YOU ARE "ACCEPTING" AND AGREEING TO BE BOUND BY THESE TERMS OF SERVICE TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU DO NOT UNCONDITIONALLY ACCEPT THESE TERMS IN THEIR ENTIRETY, YOU SHALL NOT (AND SHALL HAVE NO RIGHT TO) ACCESS OR USE THE SERVICES. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. THESE TERMS SHOULD BE READ IN CONJUNCTION WITH SOMERA'S PRIVACY POLICY.

​Wherever used in these Terms of Service, "you", "your", "Customer", or similar terms means the person or legal entity accessing or using the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Service.

Somera may update and change the Terms of Service from time to time without notice. Continued use of the Service after any such changes shall constitute your consent to such changes. You are responsible for regularly reviewing the most current version.

These Terms of Service include Somera's privacy policy which is currently available at: https://policy.somera.com.tr/privacypolicy By accessing and using the Services you are consenting to (or promising that you have obtained appropriate consent for) the collection and use of personal information by Somera in accordance with Somera's privacy policy.

Somera reserves the right, at any time, to update and change any or all of these Terms of Service, in its sole discretion, including but not limited to the fees and charges associated with the use of the Services. If Somera does so, it will post the modified Terms of Service on the Site, though we will notify you of any changes that, in our sole discretion, materially impact these Terms of Service. Continued use of the Services after any such changes have been made shall constitute your consent to such changes. You are responsible for regularly reviewing the most current version of the Terms of Service, which are currently available at: https://policy.somera.com.tr/termsofservice. When Somera changes these Terms of Service, Somera will modify the "Last Modified" date above.

DEFINITIONS

"Authorization Form" means a document issued by Somera and executed or otherwise agreed upon by authorized representatives of the Parties which specifies, among other things, a description of the Services, and any other details specifically related to the Services.

"Authorized Users" means individuals who are directly accessing the Services authorized by you to use the Services and who you have supplied user identifications and passwords to. Authorized Users may include your employees, consultants, contractors, agents, or your other designees.

"Customer Content" means all information and data (including text, images, photos, videos, audio, and documents) or any other content in any media and format provided or made available to Somera by or on your behalf in relation to the use of the Services.

"Mentions" means the information, including links, posts, and excerpts, that has been made publicly available and obtained by Somera on your behalf from the Internet, and data derived therefrom, including reports, summaries, graphs, and charts.

"Services" means the Somera Services made available via Somera's proprietary software delivered through the Site (as defined below).

"Supported Platform(s)" means the social networking site(s) currently supported by the Services, including Twitter, Facebook, YouTube, Instagram, LinkedIn and other social networking sites as described via the Site.

SOMERA SERVICES

Services and Support

Subject to the terms and conditions of this Agreement, and solely for your personal or own business purposes, Somera shall use commercially reasonable efforts to make the services available to you.

Basic Terms

You are responsible for your use of the Services and for any Content accessed or made available to others through your account (even if that Content is accessed or made available by others). You take all risks associated with the Services and any Content accessed or made available to others through your account. Somera will not be held responsible for your use of the Services or for any such Content.

To access or use the Services, you must be able to form a binding contract with Somera and you must not be prohibited from receiving the Services under Turkish law or any other applicable laws.

Somera may change the Services or stop providing them (temporarily or permanently) at any time and from time to time without notice.

You acknowledge that the Services allow you to access and use content and services offered by third party service providers (e.g., Twitter, Facebook, Instagram) ("Third Party Service Providers"). You must agree to comply with the relevant terms and conditions of any such Third Party Service Provider.

Your access to and use of the Services must be in accordance with these Terms of Service. If you violate these Terms of Service, you are no longer permitted to use the Services and Somera may (but has no obligation to) terminate your ability to access or use the Services at any time.

Updates and Functionalities

You acknowledge that from time to time Somera may apply updates to the Services and that such updates may result in changes in the appearance and/or functionality of the Services (including the addition, modification, or removal of functionality, features, or content). Excluding the addition of wholly new products, Somera shall provide, implement, configure, install, support, and maintain at its own cost any and all updates, upgrades, enhancements, improvements, releases, corrections, bug fixes, patches, and modifications to the Services (collectively, the "Updates"). You acknowledge that the Services interoperate with several Supported Platforms, and that the Services provided are highly dependent on the availability of such Supported Platforms. If at any time any Supported Platforms cease to make their programs available to Somera on reasonable terms, Somera may cease to provide such features to you without entitling you to refund, credit, or other compensation.

Acceptable Use

You shall (i) be responsible for your and your Authorized Users' compliance with these Terms of Service; (ii) be solely responsible for the accuracy, quality, integrity, and legality of Customer Content and of the means by which you acquired or generated Customer Content; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, including keeping you password and username confidential and not permitting any third party to access or use your user name, password, or account for the Services; (iv) be solely responsible and liable for all activity conducted through your account in connection with the Services; (v) promptly notify Somera if you become aware of or reasonably suspects any security breach, including any loss, theft, or unauthorized disclosure or use of your (or any Authorized User's) user name, password, or account; (vi) use the Services only in accordance with applicable laws and government regulations; (vii) agree to be bound by the YouTube Terms of Service (https://www.youtube.com/t/terms) (viii) comply in all respects with all applicable terms of the Third-Party Services that you subscribe to or otherwise access in connection with your use of the Services. You must not (a) make the Services available to anyone other than to your Authorized Users; (b) use the Services to store or transmit any content, including Customer Content, that may be infringing, defamatory, threatening, harmful, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws, or send spam or other unsolicited messages in violation of applicable law; (c) upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component; (d) attempt to reverse engineer, de-compile, hack, disable, interfere with, disassemble, copy, or disrupt the integrity or the performance of the Services, any third-party use of the Services, or any third-party data contained therein (except to the extent such restrictions are prohibited by applicable law); (e) access the Services in order to build a competitive product or service or copy any ideas, features, functions, or graphics of the Services; (f) attempt to gain unauthorized access to the Services or its related systems or networks; or (g) authorize, permit, or encourage any third party to do any of the above.

Your Account

You must provide your legal full name, a valid email address, and any other information requested in order to complete the account sign-up process.

You are responsible for maintaining the security of your account login information and for any activities or actions occurring under your account. Somera encourages you to use a "strong" password (passwords that use a combination of upper and lower case letters, numbers and symbols) for your account. Somera will not be responsible for any loss or damages resulting from your failure to comply with this obligation.

Each account login may only be used by one person - a single login shared by multiple people is not permitted. You may create separate logins for your account for as many people as you'd like.

You must be a human. Accounts registered by "bots" or other automated methods are not permitted.

One person or legal entity may not maintain more than one free account.

Mentions

You understand that by using the Services you may be exposed to third-party content, information, and Mentions that might be unlawful, offensive, harmful, inaccurate or otherwise inappropriate. Somera does not own, control, or review Mentions, and unless Customer creates the content of Mentions, Mentions shall not be considered "Customer Content" under any circumstances. Mentions may be indecent, offensive, inaccurate, unlawful, or otherwise objectionable. Somera has no obligation to preview, verify, flag, modify, filter, or remove any Mentions, even if requested to do so, although Somera may do so in its sole discretion. Your use of Mentions is at your sole risk, and Somera shall not be liable to you or any third party in relation to Mentions.

Third-Party Products and Services

You acknowledge that the Services may enable or assist you to access, interact with, and/or purchase services from Supported Platforms and other third parties via third-party websites or applications (collectively, the "Third-Party Services"). When you access the Third-Party Services, any use of those Third-Party Services must be in compliance with the terms and conditions of such Third-Party Services (and you shall comply with all such terms and conditions, including https://twitter.com/en/tos https://www.facebook.com/terms.php https://www.linkedin.com/legal/user-agreement https://www.youtube.com/t/terms), and you will do so under your own discretion. Though, any contract entered into, or any transaction completed via any Third-Party Services, is between you and the relevant third party, and not Somera. Somera makes no representation and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third-Party Services or any transactions completed and any contract entered into by you with any such third party.

Use and Restrictions

You may only use the Services to: (a) access Content on Somera's website; and (b) access, manage and obtain information about your accounts with Third Party Service Providers in accordance with these Terms of Service and any terms specified by the Third Party Service Providers.

You may not access or search or attempt to access or search the Services by any means (automated or otherwise) except through Somera's currently available interfaces.

You may not use the Services for any illegal or unauthorized purpose, including in any way that violates copyright or other laws applicable in the Republic of Turkey or other laws applicable to you.

You may not use the Services in a way that is detrimental to the operation of the Services or the access or use of the Services by anyone else. This restriction applies to any use that interferes or attempts to interfere with the normal operations of the Services, including by hacking, deleting, augmenting or altering the Services or any Content.

You may not, without Somera's prior written permission (including the permissions granted by these Terms of Service): (a) copy, distribute (including by framing any of the Services on any website), modify, enhance, translate, reproduce, sell, resell, sublicense, rent, lease, or otherwise attempt to exploit the Services; (b) decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code (except to the extent that this restriction is expressly prohibited by law); (c) make derivative works of the Services; or (d) modify another website so as to falsely imply that it is associated with the Services, Somera or any other Somera products or services.

Content

You understand that by using the Services you may be exposed to Content that might be unlawful, offensive, harmful, inaccurate, or otherwise inappropriate or deceptive. Somera does not pre-screen Content and cannot be responsible for the Content accessed or made available to others through the Services, Somera and its designees have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Services. Somera may (but has no obligation to) remove Content and accounts containing Content that Somera determines in its sole discretion to be unlawful, offensive, harmful, inaccurate, or otherwise inappropriate or deceptive (including Content that Somera determines in its sole discretion to: (a) be libelous, defamatory, pornographic, obscene, or otherwise objectionable; or (b) violate any party's intellectual property).

Somera does not permit verbal, physical, written or other abuse (including threats of abuse or retribution) of any Somera customer, employee, member, or officer. Engaging in any such behaviour may at Somera's sole discretion result in the immediate termination or your account.

You must not upload, post, host, transmit or otherwise make available to others unsolicited email, SMSs, or "spam" messages through the Services.

You must not transmit or otherwise make available to others any worms or viruses or any code of a destructive nature ("Viruses") through the Services.

Non-Exclusivity

You acknowledge that the rights granted to you under this Agreement are non-exclusive and that nothing in this Agreement will be interpreted or construed to prohibit or in any way restrict Somera's right to license, sell, or otherwise make available the Services to any third party or perform any services for any third party.

INTELLECTUAL PROPERTY

Somera and its licensors retain title to and ownership of all rights (including copyright, trade-mark, patent, trade secret and all other intellectual property rights) in and to the Services and Somera's Content. You acquire no rights whatsoever to all or any part of the Services except for the limited use rights granted by these Terms of Service. All rights not expressly granted to you are reserved to Somera and its licensors.

We claim no intellectual property rights over the Content made available to others through your account. Additionally, your profile and other Content you provide to Somera in connection with the Services remain yours. However, by making that Content available to others through the Services, or providing it to Somera through the Services, you grant Somera a worldwide, non-exclusive, royalty-free, fully paid up license (with a right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content through any or all media or distribution methods (whether now known or hereafter developed). You also acknowledge that the purpose of the Services is to access the services of Third Party Service Providers, and that as a result you are agreeing to grant to Somera any and all other rights you grant to applicable Third Party Service Providers.

Somera's Services

As between you and Somera, Somera retains all right, title, and interest in and to the Services. Nothing herein shall be construed to restrict, impair, encumber, alter, deprive, or adversely affect the Services or any of Somera's rights or interests therein or any other Somera intellectual property, brands, information, content, processes, methodologies, products, goods, services, materials, or rights, tangible or intangible. All rights, title, and interest in and to the Services not expressly granted in this Agreement are reserved by Somera. You may from time to time provide suggestions, comments or other feedback to Somera with respect to the Services ("Feedback"). Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for Somera notwithstanding anything else. You shall, and hereby do, grant to Somera a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose.

Customer Content

You grant Somera a limited, worldwide, non-exclusive, non-transferable license, without a right of sublicense, to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, and index the Customer Content for the purpose of supporting your use of the Services and providing Services to you. Somera may also use Customer Content for the purpose of supporting and developing the Site, provided that when doing so, Somera shall only use Customer Content in an anonymized and aggregated way. Subject only to the limited license expressly granted herein, you and your Authorized Users shall retain all right, title and interest in and to the Customer Content and all intellectual property rights therein. Nothing in this Agreement will confer on Somera any right of ownership or interest in the Customer Content or the intellectual property rights there.

Responsibility for Customer Content and Mentions

You are solely responsible for the Customer Content that you or Authorized Users upload, publish, display, link to, or otherwise make available via the Services, and you agree that Somera is only acting as a passive conduit for the online distribution and publication of the Customer Content and the online display of Mentions. Somera will not review, share, distribute, or reference any Customer Content or Mentions except as provided herein, as provided in Somera's privacy policy, or as may be required by law. Notwithstanding the foregoing, Somera retains the authority to remove any Customer Content uploaded that it deems in violation of this Agreement, at its sole discretion.

By posting a link using the Service, you agree that you are following the relevant terms and conditions of the Third Party Service Provider you are linking to.

By posting a link, you agree that Service may present the target site within a frame, and that the frame may contain advertising and tools related to the Services.

SOMERA PRODUCTS AND FEES

Purchases By Credit Card

If you are purchasing Services from Somera, you must provide Somera with a valid credit card.

If you sign up for an account with a free initial trial period, and you do not cancel that account within the first 30 days after it was initially created, you will automatically be billed monthly starting on the 30th day after your account was initially created. If you cancel your account prior to the beginning of the 30th day, you will not be charged.

Purchased Services are billed in advance on a monthly or yearly basis (as per the option you have chosen) and are non-refundable. This means that there will be no refunds for partial months (or years) of service, or for months where the Services were unused.

All fees are exclusive of taxes, levies, withholdings or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, withholdings or duties in addition to the fees.

You must fill out your correct province/state and country so that Somera can understand its obligations to applicable taxation authorities.

Purchases By Authorization Form

If an Authorization Form is issued for the purchase of Services, you agree to pay all fees as and when described per the Authorization Form(s). Somera shall invoice you for the Fees in the currency set forth on the applicable Authorization Form. Unless otherwise stated on the Authorization Form, all invoices shall be payable within 10 days of the invoice date. Any disputed amounts shall not affect payment of non-disputed amounts. You shall make payments to the entity and address set forth in the invoice.

Modifications to the Services and Prices

Somera may change the Services at any time and from time to time without notice. Any changes to the Services, including releases of new features, tools or resources, shall be subject to these Terms of Service. Somera may also stop (temporarily or permanently) providing the Services (or any part of the Services) to you or to its customers generally without prior notice.

Prices of all Services, including but not limited to monthly subscription plan fees for Services, are subject to change upon 30 days notice from Somera. Such notice may be provided at any time by posting the changes on Somera's website (currently located at https://somera.com.tr).

Somera shall not be liable to you or to any third party for any change to the Services, price change, suspension or discontinuance of the Services.

DELETION, CANCELLATION & TERMINATION

Somera Services

This Agreement shall commence on the day you access the Services for the first time and shall continue until your account is cancelled and you cease using our Services.

Deletion and Cancellation

If you choose to cancel your account, you are solely responsible for doing so properly. The current account cancellation procedure is as follows: (a) you must log in to the Service and follow the menu to "Profile" then "Account"; then (b) you must click the "Delete Account" button. You can also disconnect your social accounts from respective applications by revoking Somera Application access. For further assistance, see instructions at http://policy.somera.com.tr/deletionrequest 

Your cancellation will take effect immediately and Somera will delete all of your Content from the Services reasonably promptly after cancellation. Once you cancel your account, your Content cannot be recovered.

Somera does not accept any responsibility for loss of Content due to account cancellation.

Termination

If you violate the letter or spirit of these Terms of Service, abuse the Services, or otherwise create risk or possible legal exposure to Somera, Somera can terminate or suspend your access to the Services at our sole discretion. Somera will notify you by email or at the next time you attempt to access your account.

Also, Somera, in its sole discretion, has the right to suspend, terminate or restrict your access to the Services, or any other Somera service, for any reason and at any time. Such termination of the Services will result in the deactivation or deletion of your account or your access to your account, and the deletion of all Content on your account. Somera reserves the right to refuse to provide the Services to anyone for any reason at any time.

Effects of Termination

Upon termination of this Agreement for any reason, (i) you will immediately cease all use of the Services; (ii) you will have no further access to your accounts provided by Somera; and (iii) you will pay Somera all unpaid amounts owing to Somera.

Survival

Any provision of this Agreement which, either by its terms or to give effect to its meaning, must survive, and such other provisions which expressly, or by their nature, are intended to survive termination shall survive the expiration or termination of this Agreement.

WARRANTY DISCLAIMER

THE SERVICES ARE PROVIDED "AS IS", "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. SOMERA DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE QUALITY, ACCURACY, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, CURRENCY, OR TIMELINESS OF THE SERVICES. SOMERA DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY INCOMPLETENESS, ERRORS, SECURITY, VIRUSES, BUGS, PROBLEMS, OMISSIONS, INACCURACIES OR OTHER LIMITATIONS IN, OR INTERRUPTIONS IN THE OPERATION OF, THE SERVICES.

SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, SOMERA EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SOMERA SPECIFICALLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, AND NONINFRINGEMENT, THAT ITS SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT ITS SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE. IN ADDITION, SOMERA DOES NOT WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SOMERA OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. SOMERA DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO THE CONTENT MADE AVAILABLE THROUGH THE SERVICES, INCLUDING THE CUSTOMER CONTENT AND MENTIONS, OR ANY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES. SOMERA DOES NOT CONTROL OR VET CUSTOMER CONTENT OR MENTIONS AND IS NOT RESPONSIBLE FOR WHAT USERS POST, TRANSMIT, OR SHARE ON OR THROUGH THE SERVICES. SOMERA IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY THIRD-PARTY SERVICES OR SUPPORTED PLATFORMS ASSOCIATED WITH OR UTILISED IN CONNECTION WITH THE SERVICES, INCLUDING THE FAILURE OF ANY SUCH THIRD-PARTY SERVICES OR SUPPORTED PLATFORMS. SOMERA EXPRESSLY DENIES ANY RESPONSIBILITY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORISED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. IF YOU ARE DISSATISFIED OR HARMED BY SOMERA OR ANYTHING RELATED TO SOMERA , YOU MAY CANCEL YOUR SOMERA SERVICES AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION "TERMINATION", AS APPLICABLE, AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY (AND SOMERA’S SOLE AND EXCLUSIVE LIABILITY).

TO THE FULLEST EXTENT PERMITTED BY LAW, SOMERA DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES WHETHER EXPRESS, IMPLIED OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR THAT THE SERVICES ARE OR WILL BE SECURE, COMPLETE OR FREE OF ERRORS, VIRUSES, BUGS, PROBLEMS OR OTHER LIMITATIONS OR WILL OPERATE WITHOUT INTERRUPTION. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. SOMERA DISCLAIMS ALL LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE, GROSS NEGLIGENCE OR WILFUL MISCONDUCT), PRODUCT LIABILITY, STRICT LIABILITY, STATUTORY LIABILITY, BREACH OF A FUNDAMENTAL TERM, FUNDAMENTAL BREACH, OR ANY OTHER LEGAL THEORY, FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION ANY (I) DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE LOSS OR DAMAGE, (II) LOST PROFITS OR SAVINGS, (III) BUSINESS INTERRUPTION, (IV) LOSS OF PROGRAMS OR DATA (INCLUDING ANY CONTENT), (V) LOST REVENUE OR FAILURE TO REALISE EXPECTED SAVINGS, (VI) LOSS OF USE, (VII) PERSONAL INJURY, (VIII) FINES, FEES, PENALTIES, OR (VI) ANY OTHER LOSSES OR DAMAGES WHETHER OR NOT SOMERA IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM THE USE OF, OR THE INABILITY TO MAKE USE OF, THE SERVICES.

INDEMNIFICATION

You shall defend, indemnify, and hold harmless Somera, its affiliates, directors, officers, employees, and agents from and against all claims, losses, damages, penalties, liability, and costs, including reasonable attorneys’ fees, of any kind or nature which are in connection with or arising out of a claim (a) alleging that the Customer Content or your use of the Services infringes or violates the intellectual property rights, privacy rights, or other rights of a third party or violates applicable law; (b) relating to, or arising from, Customer Content, or your breach of Section 2.3; or (c) relating to, or arising from, Third-Party Services.

LIMITATION OF LIABILITY

SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SOMERA’S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND, INCLUDING ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BY STATUTE, CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF (A) THE fees paid by YOU FOR THE SERVICES HEREUNDER DURING THE three (3) month PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE AND (B) ₺30000. SOMERA DOES NOT OFFER ANY WARRANTY OR REMEDIES FOR THE INTERRUPTION OR CESSATION OF ACCESS OR TRANSMISSION TO OR FROM THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SOMERA, ITS DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL USE, OR DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES OR ANY OTHER ASPECT OF THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL SOMERA BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORISED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF SOMERA WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR RESTRICTING THE LIABILITY OF SOMERA FOR (I) DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF SOMERA, ITS EMPLOYEES, OR ITS AGENTS; (II) WILLFUL MISCONDUCT OF SOMERA; OR (III) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

GENERAL

Assignment

You may not assign or otherwise transfer any of your rights or obligations hereunder, whether by merger, sale of assets, change of control, operation of law or otherwise, without the prior written consent of Somera (not to be unreasonably withheld), and any attempted assignment or transfer without such consent will be void. Somera may freely assign or delegate all rights and obligations under this Agreement, fully or partially without notice to you. Somera may also substitute, by way of unilateral novation, effective upon notice to you, Somera Sosyal Medya Araştırma Ölçümleme ve Analiz Anonim Şirketi for any third party that assumes our rights and obligations under this Agreement.

Amendment

Somera reserves the right to modify, supplement, or replace the terms of this Agreement, effective upon posting on the Somera website or notifying you otherwise. Your continued use of the Services after the effectiveness of that update will be deemed to represent your agreement with, and consent to be bound by the new terms. Except for changes made by Somera as described here, no other amendment or modification of this Agreement shall be effective unless set forth in a written agreement bearing a written signature by Somera and you.

Severability

Each provision of this Agreement is severable. If any provision of this Agreement is or becomes illegal, invalid, or unenforceable in any jurisdiction, the illegality, invalidity, or unenforceability of that provision will not affect the legality, validity, or enforceability of the remaining provisions of this Agreement or of that provision in any other jurisdiction.

Notices

For purposes of service messages and notices about the Services, Somera may inform you via an email from Somera directed to an email address associated with your account, even if Somera has other contact information, to alert you to certain changes such as modifications to this Agreement. You also agree that Somera may communicate with you through Somera's Services or through other means including email, mobile number, telephone, or delivery services including the postal service. You acknowledge and agree that Somera shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Services. You may provide legal notice to Somera via email.The email address provided may be updated as part of any update to these Terms of Service.

Waivers

No waiver of any provision of this Agreement is binding unless it is in writing and signed by all parties to this Agreement, except that any provision which does not give rights or benefits to particular parties may be waived in writing, signed only by those parties who have rights under, or hold the benefit of, the provision being waived if those parties promptly send a copy of the executed waiver to all other parties. No failure to exercise, and no delay in exercising, any right or remedy under this Agreement will be deemed to be a waiver of that right or remedy. No waiver of any breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of that provision or of any similar provision.

Nature of Relationship

No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.

Force Majeure

Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party's reasonable control, including the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lock-outs, or labor disruptions; and any laws, orders, rules, regulations, acts, or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.

Governing Law

These terms and conditions will be governed by and constructed in accordance with the laws of the Republic of Turkey, and any disputes relating to these terms and conditions will be subject to the exclusive jurisdiction of the courts of İstanbul Anadolu Courts.

Entire Agreement

The terms of this Agreement, together with any applicable Authorization Form, all exhibits, and Somera's privacy policy, constitute the entire agreement between the parties with respect to the use of the Services and supersede any prior or inconsistent agreements, negotiations, representations, and promises, written or oral, with respect to the subject matter and is binding upon the parties and their permitted successors and assigns. In the event of any conflict between this Agreement and the terms of an Authorization Form, the provisions of the Authorization Form shall prevail. The terms of this Agreement will apply to all orders you submit to Somera for Somera Services and shall supersede any additional terms, which may be incorporated in a purchase order form, or any other form you generate. Any such terms shall be null and void.

General Conditions

Technical support is only provided to paying account holders and is only available via email.

You understand that Somera uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services.

You understand that Somera does not provide any API services and it is only a web based platform.

You understand that the technical processing and transmission of the Services, including your Content, may be transferred unencrypted and involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

If your bandwidth usage exceeds 500 MB/month, or significantly exceeds the average bandwidth usage of other Somera customers (as determined by Somera in its sole discretion), Somera reserves the right to immediately disable or impose restrictions upon your account until you reduce your bandwidth consumption.

The failure of Somera to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Somera and governs your use of the Services, superseding any prior agreements between you and Somera (including, but not limited to, any prior versions of the Terms of Service). A printed version of these Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Subject to Somera's ability to amend these Terms of Service, they cannot be changed.

If any of the provisions contained in these Terms of Service are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms of Service and such determination shall not affect the remaining provisions contained herein.

You may not assign these Terms of Service or any of your rights or obligations under these Terms of Service to a third party. Subject to the foregoing, these Terms of Service shall ensure to the benefit of and be binding upon you and Somera and their respective successors (including any successor by reason of amalgamation) and assigns.

You agree that if you sue Somera and do not obtain judgement in your favour, you will pay all of Somera's costs, including reasonable fees for in-house and outside legal counsel.

These Terms of Service are governed by the laws of the Republic of Turkey, without giving effect to any principles of conflicts of laws contained therein, and all disputes or other matters arising out of this License will be dealt with by a court of competent jurisdiction in Istanbul, Turkey. These laws apply to your access to or use of the Services, notwithstanding your domicile, residency or physical location. The Services are intended for use only in jurisdictions where they may lawfully be offered for use. You and Somera specifically disclaim the UN Convention on Contracts for the International Sale of Goods.

It is the express wish of the parties that these Terms of Service and all related documents be drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.

If you have any questions regarding Terms of Service, you can send an email at info@somera.com.tr