Terms and Conditions
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT PROVIDES THAT ALMOST ALL DISPUTES BETWEEN YOU AND FREIGHT TALK ARE SUBJECT TO BINDING ARBITRATION AND CONTAINS A WAIVER OF CLASS AND COLLECTIVE ACTION RIGHTS AND ANY RIGHT TO A JURY TRIAL AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. BY ENTERING THIS AGREEMENT, YOU GIVE UP YOUR RIGHT TO SUE IN COURT, HAVE YOUR CLAIMS HEARD BY A JURY, AND TO BE PART OF A CLASS OR COLLECTIVE ACTION, TO RESOLVE THESE DISPUTES, AS EXPLAINED IN MORE DETAIL IN THAT SECTION.
PLEASE REVIEW THIS AGREEMENT IN ITS ENTIRETY. BY ACCESSING THE PLATFORM OR REGISTERING FOR A USER ACCOUNT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING, AS APPLICABLE, THE ARBITRATION AND CLASS ACTION PROVISIONS AND VIDEO RECORDING PROVISIONS, AND THAT YOU ARE BINDING YOU, YOUR HEIRS, ASSIGNS, AND SUCCESSORS TO THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION OR ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO AGREE TO THIS AGREEMENT ON THAT ORGANIZATION OR ENTITY’S BEHALF AND BIND THEM TO THIS AGREEMENT (IN WHICH CASE, THE REFERENCES TO “YOU” AND “YOUR” IN THIS AGREEMENT, EXCEPT FOR IN THIS SENTENCE, REFER TO THAT ORGANIZATION OR ENTITY).
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE PLATFORM.
1. Eligibility
You may use the Platform only if you can form a binding contract with Freight Talk, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations. If you are a University Student, you represent that you are over the age of eighteen (18) years old in all jurisdictions (the “Minimum Age”). If you are a University Student over the Minimum Age, but under the legal age of majority, you may not use the Platform unless your parent or legal guardian has provided Freight Talk verifiable consent and agreed to this Agreement. If you are an University Student or Academician, you represent that you are over the age of 18. If Freight Talk has previously prohibited you from accessing or using the Platform, you are not permitted to access or use the Platform.
2. Additional Terms and Guidelines
Academician Addendum: The Academician Addendum, incorporated herein by reference, also applies to Academician in their access, registration, or other use of the Platform.
Guidelines: When using the Platform, you are subject to any additional posted guidelines or rules applicable to specific services, offers, and features (the “Guidelines”). All such Guidelines are incorporated by reference into this Agreement.
3. Data Privacy
Privacy Policy: Freight Talk Privacy Policy is incorporated into this Agreement. Please read this notice carefully for details relating to the collection, use, and disclosure of your personal information.
Users are Data Controllers: Users will receive Personal Data of other users while having the virtual meetings. As used in this Section 3, Personal Data shall have the meaning assigned to the terms “personal data” or “personal information” under applicable data protection laws, such as the General Data Protection Regulation (EU 2016/679) (“GDPR”) or Türkiye Republic Personal Data Protection Law (“PDPL”). With respect to any Personal Data obtained by User pursuant to this Agreement, User agrees to independently comply with its obligations as a “controller” under the GDPR, and a “business” under the PDPL, to the extent applicable to User.
4. Modifications
Freight Talk may make modifications to this Agreement (“Changes”) at any time. Except as explicitly provided in this Agreement, such Changes will be effective as to existing Users after Freight Talk provides notice of the Changes, either through the Platform user interface or sent to the e-mail address associated with your User account; and when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes. If you provide written notice that you do not accept a proposed Change or decline to expressly agree to a proposed Change, Freight Talk may terminate this Agreement and your use of the Platform.
5. Account Registration and Use
User Registration: The Platform allows users to request and engage in a video chat session with other users for purposes of meeting and communicating with other users of their choice (“Session”). To access a Session in our Communication Services, you must register and create an account through the Platform. Registration may require you to: (i) create a unique user name and password, (ii) provide an e-mail address, (iii) indicate your current city and country of domicile, (iv) indicate your mobile number, (v) indicate credit card details, and (vi) indicate your sector. Note that Freight Talk does not have access to your payment card information, as we use a third-party payment processor to receive and process payments.
Registration Accuracy: You agree that the information you provide, at all times, will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept confidential, accurate and up-to-date at all times.
Password: When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your account ID or password), you will immediately notify Freight Talk. You may be liable for the losses incurred by Freight Talk or others due to any unauthorized use of your account.
Personal Use: Except as provided herein, Freight Talk accounts may only be used by the User who registered for that account. Subscriptions purchased by a user may only be used by that suer in that user’s account. You agree not to share your user name and password or otherwise permit any other person to access or use your Freight Talk account. Under no circumstances may Users allow third parties to use their account to provide services.
6. Freight Talk is a Marketplace Provider
You acknowledge that Freight Talk is not in the business of providing business, consulting or organizing. Freight Talk provides an online marketplace that brings business people and aspiring business people together.
Users are Independent Contractors: You acknowledge that Users are independent contractors operating as an independent individuals and business enterprise using the Platform to offer and provide Logistical or similar Services to other Users. Freight Talk is not an employer of, or joint employer or integrated or single enterprise with any User. You acknowledge and agree that Freight Talk has no responsibility for, control over, or involvement in the scope, nature, quality, character, timing or location of any work or services performed by an User, including any work or services that any individual affiliated with the User may provide, either as an employee, independent contractor, or otherwise. User further represents, acknowledges, and warrants that throughout the Term it shall at all times treat User as independent contractors and that User will take no action that is inconsistent with such classification. Freight Talk is under no obligation to ensure any Session is completed to User’s satisfaction.
Materials and Tools: You agree that Freight Talk will not provide the equipment, tools, materials, infrastructure or workforce that may be required to perform the Communication Services under this Agreement.
7. Rules and Prohibitions
You may not:
• Access or use the Platform for any purpose that is unlawful or prohibited by this Agreement;
• Use the Platform in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party’s use of the Platform;
• Intentionally interfere with or damage the operation of the Platform, or any User’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code;
• Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Platform, features that prevent or restrict the use or copying of any content accessible through the Platform, or features that enforce limitations on the use of the Platform;
• Attempt to gain unauthorized access to the Platform, or any part of it, other accounts, computer systems or networks connected to the Platform, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Platform or any activities conducted on the Platform;
• Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Platform;
• Use any robot, spider, scraper, or other automated means to access the Platform for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Platform;
• Utilize any trademark, logo, or other Freight Talk materials without our express written consent, including through framing techniques or in meta tags of “hidden text”;
• Modify the Platform in any manner or form, or use modified versions of the Platform, including (without limitation) for obtaining unauthorized access to the Platform;
• Create more than one account, use another person’s account without authorization, impersonate any person or entity; or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Platform;
• In any way violate any copyrights, trade secrets, or other rights of any third party, including privacy or publicity rights;
• spam anyone;
• Post advertisements or conduct any commercial solicitation purposes without Freight Talk’s written permission;
• Engage in conduct or post content that is libelous, defamatory, abusive, threatening, harassing, hateful, obscene, offensive, humiliating to other people (publicly or otherwise), or otherwise violates any law or right of Freight Talk or any third party;
• Share other people's private or personally identifiable information without their express authorization and permission; or
• Attempt to indirectly undertake any of the foregoing.
8. User Content
We may allow you to submit, post, upload, publish, submit, transfer, link, display, or otherwise make available (hereinafter, “post”) information, text, graphics, photograph, audio, video, postings, reviews, designs, inventions, or other materials on the Platform (“User Content”) that may or may not be viewable by other Users. You retain ownership of all intellectual property rights you have in the User Content you post on the Platform.
By posting User Content on or through the Platform, you grant Freight Talk, irrevocable, perpetual, non-exclusive, transferable, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, distribute, and otherwise exploit such User Content in any format or medium now known or developed in the future for Freight Talk’s business purposes or as required by law or legal process. In the interest of clarity, the license granted to Freight Talk shall survive termination of the Platform or your account. Notwithstanding the license granted to Freight Talk in User Content and for avoidance of doubt, our use and retention of your personal data, including any that is contained in User Content, shall also be governed by and comply with the Freight Talk Privacy Policy. You represent, warrant and agree that you have the necessary rights to grant us the license described in this Section for any User Content that you post. You agree that this license includes the right for other Users with permitted access to your User Content to use your User Content in conjunction with participation in the Platform and as permitted through the functionality of the Platform.
You shall be solely responsible for your own User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand that Freight Talk does not control, and is not responsible for, User Content, and that by using the Platform, you may be exposed to User Content from other Users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. To report any inappropriate activity, please e-mail Freight Talk at help@freighttalk.com. Please also note that User Content may contain typographical or other inadvertent errors or inaccuracies.
Freight Talk reserves the right in its sole discretion to remove or disable access to any User Content from the Platform, suspend or terminate your account at any time, or pursue any other remedy or relief available under equity or law if you post any User Content that violates this Agreement or we consider to be objectionable for any reason. You agree that Freight Talk reserves the right to monitor User Content (but does not assume the obligation), and you understand it remains your sole responsibility to monitor your User Content and ensure that your User Content is accurate and consistent with your representations and warranties in this Agreement.
Freight Talk reserves the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce this Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to User support requests, or (v) protect the rights, property or safety of Freight Talk, its Users and the public.
9. License to Use the Platform
Subject to your compliance with the terms of this Agreement, Freight Talk grants you a limited, non-exclusive, non-assignable, non-sub-licensable, revocable, license to access and use the Platform as it is provided to you by Freight Talk solely for your personal, noncommercial use and only in connection with your access to and participation in the Platform and only in a manner that complies with all legal requirements that apply to you or your use of the Platform, including those relating to data security and data privacy, such as those specified in the Freight Talk Privacy Policy. Freight Talk may revoke this license at any time, in its sole discretion. Upon such revocation, you must promptly destroy all materials downloaded or otherwise obtained from the Platform, as well as all copies of such materials, whether made in accordance with this Agreement or otherwise.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit the Platform or content available therein, except as expressly permitted in this Agreement. The Platform or content available therein are provided to you AS IS. If you download or print a copy of any content available on the Platform for personal use, you must retain all copyright and other proprietary notices contained thereon. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Freight Talk or its licensors, except for the licenses and rights expressly granted in this Agreement.
10. Ownership and Proprietary Rights
The Platform is owned and operated by Freight Talk. The videos, content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, and all other elements of the Platform (“Freight Talk Materials”) are protected by Türkiye Republic copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Freight Talk Materials are the property of Freight Talk or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Freight Talk or its affiliates and/or third-party licensors. Except as expressly authorized by Freight Talk, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Freight Talk Materials.
Any feedback, comments, questions, or suggestions (collectively, “Feedback”) you may provide regarding the Platform is entirely voluntary and we will be free to use such feedback, comments or suggestions without any obligation to you. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback; (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development; (iii) grant us an irrevocable, non- exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute, and sublicense the Feedback; and (iv) irrevocably waive, and cause to be waived, against Freight Talk and its users any claims and assertions of any moral rights contained in such Feedback. These provisions regarding Feedback shall survive any termination of your account or the Platform.
11. Sessions
Hardware and Software: Engaging in a Session requires compatible hardware and may require the download and installation of specified software. You are solely responsible for acquiring and installing any such hardware and software and for determining compatibility with your system, and hereby assume all risk and liability associated with such hardware and software. You acknowledge that it is your responsibility to review and comply with all applicable license agreements and other terms and conditions relating to all software you use in connection with Sessions and the Platform, generally.
Restrictions on Use: You agree to only engage in Sessions for your personal, non-commercial purposes and agree not to record, copy, redistribute, broadcast, publicly perform or publicly display any such Session, except as allowed by this Agreement.
Session Recordings: Sessions may be recorded or monitored. You hereby consent to: (i) the monitoring or recording of any Session you engage in, including your likeness therein; (ii) Freight Talk copying and using such recordings for purposes of providing the Services, including without limitation for purposes of User evaluation, dispute resolution and improving the Platform; (iii) such recording being made available to the Session owners (iv) such recordings being made available for you to review; (v) such recording being used or disclosed by Freight Talk to the extent required by law or legal process or to the extent Freight Talk deems necessary for purposes of enforcing or protecting its rights or the rights of a third party; and (vi) as you otherwise agree, you hereby waive any rights of publicity, privacy or other rights under applicable law to the extent such rights could be used to prevent Freight Talk from using Session recordings for the limited purposes set forth in this subsection or as you otherwise agree and hereby grant a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable, perpetual, sublicenseable, and transferable license under any intellectual property rights you may have in or to any Session recording or content therein to Freight Talk to copy, modify, distribute and use such recording and content for its business purposes as set forth hereunder or as required by law or legal process. Notwithstanding the foregoing, you may have certain choices with respect to access to or our retention of session recordings as set forth in our Privacy Policy.
12. User Availability and User Quality
User Availability: Sessions are subject to user availability, and Freight Talk does not guarantee that any particular (or any) User will be available at any given time.
User Quality: You acknowledge that Freight Talk has no duty to verify any stated credentials, experience or qualifications of any User, and that Freight Talk does not conduct any screening of Freight Talk other than as expressly set forth in this Section. If you wish to submit a complaint regarding any User, please contact Freight Talk at help@freighttalk.com. Users are responsible for their communications or other interactions with other Users on or through the Platform. Freight Talk reserves the right, but has no obligation, to monitor disagreements between Users.
13. Payments on the Platform
Payment: Users pay for Communication Services by the subscription or through a payment plan as described below. Payment will occur through a third-party payment system. All payment terms and conditions are governed by your applicable agreements with the third-party payment system, as applicable. Fees displayed to you are exclusive of any taxes that may be due in connection with such fees, and you agree to pay any such taxes that may be due, other than taxes based on Freight Talk’s net income. You also agree to pay Freight Talk any costs and expenses incurred by Freight Talk, including reasonable attorney’s fees, in recovering any fees due hereunder.
Payment Plans: We may offer Users the option to enroll in a payment plan (“Payment Plan”) where the specified amount will be credited to the User's account monthly (or otherwise as specified). By signing up for a Payment Plan and providing us with your payment account information, you are signing up to an auto-renewing subscription requiring recurring payments and agree to pay the amount designated for your particular Payment Plan on a renewing basis. If you sign up for a Payment Plan, you will be charged the first recurring payment on the date of the registration for the Payment Plan, and you will then be charged on a recurring basis until you cancel the Payment Plan or we terminate it. Your account will include information on the payment date for your Payment Plan. In some cases, your payment date may change, for example if your payment method has not successfully settled or if your Payment Plan began on a day not contained in a given month. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the Platform until we have successfully charged a valid payment method. You may cancel a Payment Plan at any time in your account settings. You must cancel a Payment Plan before it renews to avoid billing of the next installment under your particular Payment Plan.
No Refunds: Purchased subscription and advertising packages are non-refundable and non-refundable for unused days. If you are inadvertently charged for the days you did not purchase, you may request a refund. Refund requests will be handled by the third-party payment system or Freight Talk. If you believe you have been charged incorrectly, please contact Freight Talk at help@freighttalk.com. In order for the return request to be considered, the request must be received by Freight Talk within thirty (30) days from the date the fee is reflected.
Mobile Services: Use of the Apps may require usage of data services provided by your wireless service carrier. You acknowledge and agree that you are solely responsible for data usage fees and any other fees that your wireless service carrier may charge in connection with your use of the Apps.
14. Modifications and Termination of Accounts or the Platform
Platform: Freight Talk may make changes to or discontinue any of the media, products or services available within the Platform at any time, and without notice. The media, products or services on the Platform may be out of date, and Freight Talk makes no commitment to update these materials on the Platform. We may modify the Platform or terminate access to the Platform without prior notice, and you agree that Freight Talk shall not be liable to you or any third party for any such termination.
Account: We may, in our sole discretion, decide to restrict, block, suspend, disable or cancel your account, in whole or in part, for any reason or for no reason, with or without prior notice and at any time. If we exercise our authority to take any of the actions mentioned under this Agreement, we may do some or all of the following with or without prior notice or explanation to you: (a) your account may be disabled or suspended, your password may become invalid and you may not be able to access the Platform or your User Content, or You may not be able to get assistance from the Freight Talk support teams, and (b) we may notify other Users that your Account has been closed, blocked, suspended, disabled or canceled and the reason for doing so, as appropriate at our discretion. You may cancel your use of the Platform and/or close your account at any time by sending an email to help@freighttalk.com. Please note that in the event of your account being canceled, we are under no obligation to delete or return any User Content you post on the Platform, unless otherwise required by applicable law.
15. DMCA Notice
It is Freight Talk’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 ("DMCA"). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Platform, please notify Freight Talk’s copyright agent as set forth in the DMCA.
For your complaint to be valid under the DMCA, you must provide the following information in writing:
• An electronic or physical signature of a person authorized to act on behalf of the copyright owner.
• Identification of the copyrighted work that you claim has been infringed.
• Identification of the material that is claimed to be infringing and where it is located on the Platform.
• Information reasonably sufficient to permit Freight Talk to contact you, such as your address, telephone number, and email address.
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law.
• A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following DMCA Agent;
Attn: DMCA Notice, Freight Talk
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1593/1 Sok. No: 6 Lider Centrio C Blok
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Under the law, if you deliberately misrepresent that online material is copyright infringing, you may be subject to prosecution for perjury and fines, including monetary damages, court costs, and attorneys' fees. Pursuant to the DMCA and other applicable laws, Freight Talk has adopted a policy to terminate the account or access of users who, where appropriate and in its sole discretion, are found to be infringing or repeating copyright infringement.
16. Third-Party Links and Resources;
The Platform may contain information and content provided by third parties, and the Platform may contain links to third-party websites and other resources that are not owned or controlled by Freight Talk. Freight Talk is not responsible for the provision of these external sites or resources and does not endorse such external sites or resources, and assumes no responsibility or liability in this regard. These links and resources do not imply Freight Talk's endorsement of these materials, and Freight Talk does not endorse or take any responsibility for such third-party sites, information, materials, products, or services. When you access a third-party website or resource through the Platform, you agree that such a situation is entirely at your own risk and that this Agreement and the Freight Talk Privacy Policy do not apply to your use of such links. You expressly release FreightTalk from all liability arising from using any third-party website, service, or content. You acknowledge and agree that Freight Talk is not responsible or liable for (i) the availability or accuracy of such websites or resources or (ii) the content, products, or services accessed on or through such websites or resources.
17. Disclaimers; No Warranties
The Platform and any third-party tools, software, services, or applications made available in connection with or through the Platform are provided "as is" and no express or implied warranties are made in this regard. Freight Talk and its suppliers, licensors, and partners, to the maximum extent permitted by applicable law, including all implied warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights; disclaims all warranties, express or implied, including but not limited to.
Freight Talk and its suppliers, licensors, and partners do not warrant that the features provided on the platform will be uninterrupted or error-free, errors will be fixed, or that the platform, site, application or servers on which they are located are free of viruses or other harmful components.
Freight Talk and its suppliers, licensors, and partners; do not warrant or make any representations regarding the use of the platform or the results of such use in terms of accuracy, consistency, reliability or any other aspect. You (not Freight Talk or its suppliers, licensors or partners) bear the entire cost of necessary service, repair or correction. You understand and agree that any tools, materials or other data you download or otherwise obtain using the Platform are solely at your own risk and responsibility. You will be solely responsible for computer system failures or data loss resulting from such materials or data.
18. Limitation of Liability
Including, but not limited to, Freight Talk or its affiliates, contractors, employees, agents or third-party partners, licensors or suppliers, Even if you have been previously notified of the possibility of such damages by Freight Talk or an authorized representative of Freight Talk due to special, indirect, incidental, consequential or punitive damages arising from your use or inability to use the Freight Talk materials on the platform or the platform itself, or other interactions between you and Freight Talk. Even so, it will not be liable to you. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages; in this case, the limitations as mentioned above or exclusions may not apply to you. In such cases, Freight Talk's liability will be to the extent permitted by law.
Under no circumstances shall Freight Talk or its affiliates, contractors, employees, agents, or third-party partners or suppliers; The total liability it has to you (in contract, tort, warranty, or otherwise) for all damages, losses, and litigation arising out of or relating to these terms or your use of the platform cannot exceed (whichever is greater): (a) the total amount you pay Freight Talk pursuant to this agreement during the six (6) months preceding the date of the claim; and (b) ninety-nine (90) US dollars.
These limitations also apply to damages caused by products or services that are sold or provided to you by third parties other than Freight Talk and that you receive through the platform or advertisements published on the platform, or through the links provided on the platform.
19. Indemnification
You agree to indemnify and hold Freight Talk, and its affiliated companies, and its suppliers, licensors and partners, harmless from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the Platform, violation of the rights of any other person or entity, or any breach of this Agreement.
Freight Talk reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.
20. Arbitration and Class Action Waiver
Please read this section carefully. It affects your legal rights, including the right to sue in court. Subject to restrictions and prohibitions in applicable law, you and Freight Talk mutually agree to resolve any and all covered justiciable disputes between you exclusively through final and binding arbitration instead of a court or jury trial. Except as explicitly stated otherwise in this Arbitration and Class Action Waiver section, this arbitration agreement requires the arbitration of any claims that Freight Talk or you may have against the other or against any of their:
• officers, directors, employees, subcontractors, or agents in their capacity as such or otherwise,
• direct or indirect parents and subsidiaries, and
• affiliates, agents, successors or assigns,
each and all of which may enforce this arbitration agreement as direct or third-party beneficiaries.
Initial Dispute Resolution: Most disputes can be resolved without resort to litigation. You can reach Freight Talk’s support department at help@freighttalk.com. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with the Freight Talk support department, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
Arbitration Procedures: Except as otherwise stated in this arbitration agreement, any arbitration shall be governed by Türkiye Republic Arbitration Rules (“TRA Rules”), subject to the following:
The arbitration shall be heard by one Arbitrator selected in accordance with the TRA Rules. Unless the parties agree otherwise, the Arbitrator shall be an attorney experienced in the law in the underlying dispute and licensed to practice law in the city in which the arbitration is convened or a former judge from any jurisdiction.
The parties agree that they will equally split all of the Arbitrator’s fees and costs except (1) where applicable law provides otherwise, as determined by the Arbitrator; or (2) the parties otherwise agree. Each party will pay for its own costs and attorneys’ fees, if any. However, if any party prevails on a claim that affords the prevailing party attorneys’ fees, the Arbitrator may award reasonable fees to the prevailing party as provided by law. If the law (including the common law) of the jurisdiction in which the arbitration is held requires a different allocation of arbitral fees and costs for this arbitration agreement to be enforceable, then such law will be followed, and any disputes in that regard will be resolved by the Arbitrator.
The Arbitrator is authorized to issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.
Except as provided in the Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration.
The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of Türkiye Republic’s Law Procedure governing such motions. The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law. Judgment may be entered on the Arbitrator’s decision or award in any court having jurisdiction.
Exception: Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in Türkiye Republic’s court or in the Türkiye Republic Patent and Trademark Office to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.
30-Day Right to Opt Out: Unless you have previously agreed to an arbitration and class action waiver provision for disputes with Freight Talk, you have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending (from the email address you used to register for your account) written notice of your decision to opt out to help@freighttalk.com with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of your first use of the Platform or the effective date of the first Agreement containing an Arbitration and Class Action Waiver section, whichever is later; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of these arbitration provisions, Freight Talk also will not be bound by them.
Changes to This Section: Freight Talk will provide thirty (30) days' notice of any changes affecting the substance of this section by posting on the Platform, sending you a message, or otherwise notifying you when you are logged into your account. Amendments affecting the substance of this section will become effective thirty (30) days after they are posted on the Platform or sent to you. Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on "Changes to This Section" is not enforceable or valid, then this subsection shall be severed from the section entitled “Arbitration and Class Action Waiver,” and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section in existence after you began using the Platform.
Survival: This arbitration agreement survives after the termination of this Agreement and/or after you cease any relationship with Freight Talk.
21. General
Notices: Under this Agreement, you consent to receive communications from Freight Talk electronically. Freight Talk will communicate with you by e-mail or by posting notices on the Sites or Apps. You agree that all agreements, notices, disclosures, and other communications that Freight Talk provides to you electronically satisfy any legal requirement that such communications be in writing. Except as provided herein, all notices and communications to Freight Talk shall be in writing and shall be deemed to have been duly given or made (i) with delivery by hand, when delivered, (ii) with delivery by certified or registered mail, postage prepaid; or (iii) with delivery by internationally recognized overnight courier.
Notices to Freight Talk shall be sent to the below address:
INO Uluslararası Nakliye Organizasyon Ltd. Şti.
1593/1 Sok. No: 6 Lider Centrio C Blok
Kat 4 daire 33 ve 34 Bayraklı Izmir Türkiye
Language: Any action brought under this Agreement shall be conducted in the English language. If you are located in France or Quebec, Canada, the following clause applies: The parties hereby confirm that they have requested that this Agreement be drafted in English. Les parties contractantes confirment qu'elles ontexigé que le présent contrat et tous les documents associés soient redigés en anglais.
Complete Agreement: This Agreement contains the entire understanding between the parties and supersedes, replaces and takes precedence over any prior understanding or oral or written agreement between the parties respecting the subject matter of this Agreement. There are no representations, agreements, arrangements, nor understandings, oral or written, between the parties relating to the subject matter of this Agreement that are not fully expressed herein.
Severability: In the event any provision of this Agreement shall be held invalid, the same shall not invalidate or otherwise affect in any respect any other term or terms of this Agreement, which term or terms shall remain in full force and effect.
Transfer and Assignment: This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Freight Talk without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. The terms of this Agreement bind and inure to the benefit of each party and the party’s successors and permitted assigns.
Survival: Sections 3, 6, 8, 10-11, 12, 14-23 will survive any termination of this Agreement.
Non-Waiver: No delay or omission by Freight Talk in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by Freight Talk on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.
Headings: The headings and other captions in this Agreement are included solely for convenience of reference and will not control the meaning and interpretation of any provision of this Agreement.
Governing Law: This Agreement will in all respects be governed by the laws of Türkiye Republic, without reference to its principles of conflicts of laws.
Contact Us: Please contact us at help@freighttalk.com with any questions regarding this Agreement.
22. Apple iOS
If you access our Platform using a mobile application that you download, access and/or use and that runs on Apple’s iOS operating system (an “iOS App”), you acknowledge and agree that:
• the iOS App may only be accessed and used on a device owned or controlled by you and using Apple’s iOS operating system;
• the terms of this Agreement are between you and Freight Talk, and not with Apple;
• Apple has no obligation at all to provide any support or maintenance services in relation to the iOS App, and if you have any maintenance or support questions in relation to the iOS App, please contact Freight Talk, not Apple;
• except as otherwise expressly set forth in this Agreement, any claims relating to the possession or use of the iOS App are between you and Freight Talk (and not between you, or anyone else, and Apple);
• in the event of any claim by a third party that your possession or use (in accordance with this Agreement) of the iOS App infringes any intellectual property rights, Apple will not be responsible or liable to you in relation to that claim; and
• although this Agreement entered into between you and Freight Talk (and not Apple), Apple, as a third-party beneficiary under this Agreement, will have the right to enforce these terms against you.
In addition, you represent and warrant that:
• you are not, and will not be, located in any country that is the subject of a United States Government embargo or that has been designated by the United States Government as a “terrorist supporting” country;
• you are not listed on any United States Government list of prohibited or restricted parties; and
• if the iOS App does not conform to any warranty applying to it, you may notify Apple, which will then refund the purchase price of the iOS App (if any) to you. Subject to that, and to the maximum extent permitted by law, Apple does not give or enter into any warranty, condition or other term in relation to the iOS App and will not be liable to you for any claims, losses, costs or expenses of whatever nature in relation to the iOS App or as a result of you or anyone else using the iOS App or relying on any of its content.
23. Google App.
If you access our Platform on a mobile application that you download, access, and/or use from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that this Agreement is between you and Freight Talk only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) Freight Talk, and not Google, is solely responsible for its Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or this Agreement; and (vi) you acknowledge and agree that Google is a third-party beneficiary to this Agreement as it relates to Freight Talk’s Google-Sourced Software.
The Turkish copy is binding.