User Agreement

This user agreement ("Agreement") is executed between Leus Danışmanlık Anonim Şirketi ("Leus") and the user ("User") who accesses services through the website "leus.capital" (hereinafter referred to as the "Platform"). Hereinafter, Leus and the User shall be collectively referred to as the ("Parties") and individually as a ("Party").

1. DEFINITIONS

2. SUBJECT AND PURPOSE

2.1. This Agreement is executed to define the terms of use and the relationship between the Parties regarding the (i) credit scoring service to be provided by Leus through the Platform, based on the information and documents directly shared by the User or shared through the provision of special API keys related to various platforms, and (ii) sharing of that credit score with authorized banks and financial institutions which are in collaboration with Leus.

2.2. Any new terms of use or provisions that may be unilaterally published by Leus over time shall constitute an integral part of this Agreement. In the event of any discrepancies between this Agreement and the newly published terms, the latter shall prevail. The User acknowledges, declares, and undertakes that such changes and updates shall become effective as soon as they are announced on the Platform; by continuing to use the services under this Agreement, the User shall be deemed to have accepted these terms and, therefore, agrees that User is obliged to regularly review such updates.

3. THE SERVICE AND THE SCOPE

3.1. The User Account is created on the Platform by a person authorized to represent the User on behalf of the User. In this context, the User shares the required information that enables Leus to perform credit scoring with Leus via the Platform. The required information to be provided may vary depending on the usage of Reload and KatAppult services on the Platform. Based on the information shared, Leus conducts a credit scoring assessment. The resulting credit score, along with the information provided as the basis for the scoring, is shared with the banks which are in collaboration with Leus.

3.2. The Parties acknowledge and agree that Leus conducts credit scoring based solely on the information provided by the User, and the accuracy of the result depends on the correctness and completeness of the information shared by the User. The uploading of information to the Platform is entirely the responsibility of the User, and Leus shall not be held liable for any issues arising from information that was not shared or was shared incompletely or inaccurately by the User.

3.3. On behalf of the User, and with the Agreement which constitutes User's consent, authorization, and instruction, Leus shall share the credit score conducted based on the information provided by the User, along with the underlying information supporting that scoring with the banks which are in collaboration with Leus.

3.4. Leus's service is limited to credit scoring and sharing the information with the banks which are in collaboration with Leus. The final credit decision belongs to the relevant banks, and Leus does not provide any credit commitment or credit intermediary services to the Users. Any relationship established after the bank's credit decision is between the User and the respective bank. However, if the User obtains credit from the relevant bank, the User shall continue to share their up-to-date and accurate information with Leus in its entirety until the full repayment of the loan and shall ensure all necessary technical requirements for Leus to access this information.

3.5. The Parties acknowledge, declare, and undertake that Leus shall not be held liable for any direct and/or indirect damages incurred or to be incurred by the User due to short-term or long-term technical failures that may occur on the Platform.

3.6. The services provided by Leus are limited to those specified herein and do not include accounting, financial advisory, investment advisory, or legal consulting services.

4. USER'S REPRESENTATIONS AND WARRANTIES

4.1. The User and the User's representative who creates the User Account declare and undertake that they are authorized to represent and that the documents and information provided in relation to this authorization are accurate, complete, and truthful. User is obliged to ensure and monitor that the User Account is used by individuals authorized to represent the User. The User acknowledges, declares, and undertakes that all transactions made on behalf of the User are solely carried out by User, that the communication channels provided during the creation of the User Account are owned and controlled by User, and that Leus shall not be held liable for any damages or loss of rights arising from the incorrect or incomplete reporting of these communication channels or User's failure to be actively used.

4.2. The User and the User's representative who creates the User Account, in addition to his/her authority to represent, declare and undertake that User and representative are authorized to share all information and documents provided to Leus, and that by sharing this information, they do not violate any confidentiality obligations, either towards the User or third parties. In the event of any violation of confidentiality obligations, they agree, declare and undertake that such violation shall be solely their responsibility, and Leus shall have no liability in this regard.

4.3. The User acknowledges and declares that the information shared with Leus shall be used for credit scoring by Leus, and that following this, the credit score based on this information shall be shared with the banks that Leus collaborates with. By doing so, the User has authorized, granted permission, and provided instructions to Leus. The User and User's representative further declare and undertake that the sharing of this information by Leus does not violate any confidentiality obligations, either towards the User or third parties. In the event of any violation of confidentiality obligations, they agree, declare and undertake that such violation shall be solely their responsibility, and Leus shall have no liability in this regard.

4.4. The User and User's representative declare and undertake that all information shared with Leus is accurate, complete, and truthful. Since the credit scoring conducted by Leus shall be based on the information shared by User, the Parties acknowledge, declare, and undertake that Leus shall have no liability in case of any inaccuracy or incompleteness. The User acknowledges, declares, and undertakes that all the information is promptly updated if any changes occur.

4.5. In the event that the User obtains credit from a bank or financial institution which are in collaboration with Leus, the User acknowledges, declares, and undertakes to continue sharing their up-to-date and accurate information with Leus in its entirety until the full repayment of the credit debt, and to ensure all necessary technical requirements for Leus to maintain access to this information.

4.6. The User acknowledges, declares, and undertakes that Leus has no responsibility for ensuring the compliance of the information shared with Leus with applicable laws, and that the responsibility for this compliance rests solely with the User. In other words, Leus is not obligated to verify the legality of the content. However, if Leus identifies, either through a complaint or by other means, that the content violates the legal provisions, Leus reserves the right to suspend or terminate the service provided to the relevant User indefinitely.

4.7. The User acknowledges, declares, and undertakes to indemnify Leus and compensate any damages without requiring any payment from Leus, in the event that liability or third-party damages arise due to matters that are not the responsibility of Leus.

4.8. The User acknowledges, declares, and undertakes to indemnify Leus for any direct or indirect damages, including but not limited to loss of profit, loss of reputation, legal and enforcement costs, and any expenses incurred as a result of the User's breach of any representations or warranties, whether the damage is legally defined positive or negative damages.

5. DISCLOSURE OF TRADE SECRETS AND CONFIDENTIAL INFORMATION

5.1. Any information and documents in any form, including activities, business models, business strategies, know-how, customer portfolios, marketing plans, designs, formulas, processes, copyrights, trademarks, and any other commercial, financial, legal, or technical information and any information that is considered confidential for the Parties, shall be deemed as confidential information. If there is any doubt about whether an information is confidential, the Parties must assume it is confidential and act accordingly, unless the other Party indicates otherwise. Information that is already publicly available or independently obtained without any disclosure from the disclosing Party is not considered confidential information.

5.2. The User agrees, declares and acknowledges that User has not shared any confidential information that cannot be shared, and that User has not violated any confidentiality obligations to anyone. The User further agrees, declares and acknowledges that the information shared shall be used by Leus for the purpose of credit scoring, and may be shared with the banks which are in collaboration with Leus, regardless of whether the information is considered a trade secret or confidential. The User grants Leus all necessary authority, permission, and instructions in this regard with this Agreement which constitutes this authority, permission and instructions. The User acknowledges, declares, and undertakes that the commercial information and documents shared with Leus may be stored indefinitely for the purposes of business continuity, security, development, and legal compliance, and that User shall not request the return or deletion of such information. The User accepts that this information may be processed or stored for the stated purposes and stored or processed in its original form unless the User specifically requests anonymization of the commercial information. However, in the case of personal data, the applicable privacy policies, disclosure texts, and relevant legal provisions shall apply. Except for specific cases as outlined, the Parties shall exercise all due care to protect each other's confidential information and trade secrets.

5.3. The Parties may disclose confidential information to the extent required by law or upon the request of competent administrative and/or judicial authorities.

6. PROTECTION OF PERSONAL DATA

6.1. Leus is committed to processing and protecting the personal data, which provided by the User in order to use of the content and services offered via Platform, in compliance with applicable laws. In this regard, Leus shall not use or share the User's personal data for purposes other than those specified in the Agreement. However, if required by competent administrative and/or judicial authorities or as mandated by law, such data may be shared to the extent necessary.

6.2. The Cookie Privacy Notice and User Privacy Notice, which are presented to the User for consent as part of personal data protection, are an integral part of this Agreement. These notices shall be made available and shall be published in both physical and digital environments.

7. THIRD PARTY WEBSITES

The User acknowledges that, if links to third-party websites occurred on the Platform, Leus does not own or control these third-party websites. Leus does not accept any responsibility for the content, privacy policies, or practices of these third-party websites. The User agrees that by clicking on links to third-party websites, the use of such websites is entirely at their own risk. Therefore, it is recommended that the User reviews the terms and privacy policy of each site when accessing third-party websites.

8. NON-ASSIGNMENT

The User must not assign or transfer any rights or obligations arising from this Agreement, nor the User Account or the Agreement itself, in whole or in part, to any third party without the prior written consent of the other Party, nor impose any encumbrances on them.

9. INTERPRETATION

Leus is not a representative, agent, or joint venture of any institution, and this Agreement shall not be construed to impose any obligations beyond those expressly agreed upon by the Parties in the Agreement, nor shall it be interpreted in a way that would grant any new status to the relationship between the Parties outside of their mutual intention.

10. TERMINATION

10.1. The Parties may terminate this Agreement by providing at least one month's prior written notice. Upon termination of the Agreement, the Parties' receivable rights from each other shall remain in effect. In the event that the User becomes eligible for credit through the relevant bank or financial institution under the Reload, KatAppult, or any newly developed service, the User cannot terminate this Agreement until the repayment is completed.

10.2. In the event of the termination of this Agreement for any reason (including but not limited to rescission), the provisions of Articles 4 and 5, as well as this Article, shall remain in full force and effect indefinitely.

10.3. In the event that the User requests the closure of the User Account, such request shall be submitted to [email protected] with a signed petition and signature circular.

11. MISCELLANEOUS

11.1. The non-exercise of any right or authority granted under this Agreement at the time of its occurrence shall not be construed as a waiver of such rights or authorities. These rights and authorities may be exercised at any time, in accordance with the applicable laws.

11.2. In the event of force majeure, Leus shall be exempt from the performance of its obligations under this Agreement and shall not be held liable for any delay or incomplete performance, nor shall it be held liable for any other reasons. If required, this Agreement may be terminated due to force majeure by providing written notice.

11.3. In the event that any provision of this Agreement is deemed entirely or partially invalid by a competent judicial or administrative authority, such invalidity shall not affect the validity of the remaining provisions. The invalid provision shall, to the extent possible, be replaced in accordance with the economic intent of the Parties and the dynamics established in this Agreement, in compliance with the general principles of the Turkish Code of Obligations No. 6098. Should the continuation of the Agreement become impossible, and the Parties fail to reach a consensus on a revision, the Agreement may be terminated.

11.4. All disputes arising from this Agreement shall be governed by Turkish law, and the courts and enforcement offices of Istanbul (Çağlayan) shall have exclusive jurisdiction over the resolution of such disputes.

11.5. Leus shall communicate with the User through the contact addresses provided by the User during the creation of the User Account. The User is obligated to keep the contact information provided to Leus up to date. Notifications sent to the email address provided by the User shall be considered as legal notifications. Any changes to the email address must be communicated to Leus in writing within 3 (three) days, otherwise, notifications sent to the old email address will be deemed valid. Additionally, the User's registered address shall serve as the legal address for notifications, and if there are any changes to this address, such changes must be communicated to Leus; otherwise, notifications sent to the old address will be considered valid.

11.6. In case of a dispute, all records, including those shared with Leus through the Platform or outside the Platform, as well as records belonging to Leus, whether in electronic or physical form, shall be considered valid, binding, and conclusive evidence.

11.7. Any supplementary protocols, agreements, specifications, or similar documents signed or electronically approved by the parties in relation to the subject matter of this Agreement shall be considered as annexes to this main Agreement and shall form an integral part of the Agreement.

12. EFFECTIVE DATE

This Agreement shall become effective upon the User's approval.