User Agreement (Terms of Service)

This User Agreement (the "Agreement") is entered into between:

• Leus Danışmanlık Anonim Şirketi, a company incorporated under the laws of the Republic of Türkiye under trade registry no. 1027988, with registered office at Esentepe Mah. Kore Şehitleri Cad. No: 48-50, İç Kapı No: 2, Şişli / İstanbul ("Leus", "we", "us", "our"); and
• the person or entity that accesses or uses the services made available through leus.capital and app.leus.capital (together, the "Platform") (the "User", "you", "your").

Leus and the User are together the "Parties" and each a "Party".

Please read this Agreement carefully. By creating an account, checking the acceptance box, or using the Platform, you agree to be bound by this Agreement. If you do not agree, do not use the Platform.

The Platform and Leus's services are intended for business and professional use. Where you use the Platform in the course of a trade, business or profession, you are not a consumer. Nothing in this Agreement excludes or limits any rights you may have that cannot lawfully be excluded or limited, including mandatory consumer-protection rights that may apply if you use the Platform outside your trade, business or profession.

1. Definitions

2. Subject and purpose

2.1. This Agreement sets out the terms of use and the relationship between the Parties in relation to: (i) the eligibility scoring service provided by Leus through the Platform, based on information and documents shared directly by the User or through API keys the User provides for various third-party platforms; and (ii) the sharing of that Score with Partner Institutions.

2.2. Leus may amend or update this Agreement from time to time where reasonably required due to legal, regulatory, operational or product-related reasons. Material changes will be notified to Users through the Platform or by other appropriate means before they become effective. Continued use of the Services after the effective date of such changes shall constitute acceptance of the updated Agreement. If the User does not agree with the changes, the User may cease using the Services and terminate this Agreement in accordance with its terms.

3. The Services and their scope

3.1. The User Account is created by an Authorised Representative on behalf of the User. The User shares the information required for Leus to perform eligibility scoring. Required information may vary depending on the products used (for example, ReLoad). Based on the information shared, Leus performs an eligibility assessment and generates a Score. The resulting Score, together with the underlying supporting information, may be shared with Partner Institutions.

3.2. Scoring depends on your information. Leus performs eligibility scoring solely on the basis of the information provided by the User. The accuracy of the outcome depends on the accuracy and completeness of the information you provide. Uploading information to the Platform is your responsibility, and Leus is not liable for issues arising from information that was not shared, or was shared incompletely or inaccurately.

3.3. Automated scoring. You acknowledge that the eligibility scoring process is fully automated and that a Score is generated without human review at the point it is produced. Where automated decision-making produces legal or similarly significant effects for an individual, that individual has the rights described in our Privacy Policy, including the right to request human intervention, to express their point of view, and to contest the decision.

3.4. Authorisation to share. By entering into this Agreement and, where required, by giving the explicit consent requested at sign-up, you authorise and instruct Leus to share your Score and the supporting information with Partner Institutions.

3.5. Leus's role is limited. Leus's Service is limited to eligibility scoring and to sharing information with Partner Institutions. Funding decisions are made by the relevant Partner Institution, not by Leus. Leus does not provide any funding commitment or act as a financial intermediary. Any relationship formed after a Partner Institution's decision is between you and that institution. If you obtain funding from a Partner Institution, you will continue to provide Leus with up-to-date and accurate information, and maintain the technical means for Leus to access it, until the funding is fully repaid.

3.6. Leus is not liable for damages arising from short-term or long-term technical failures of the Platform, to the extent permitted by law.

3.7. The Services do not include accounting, financial advisory, investment advisory, tax or legal consulting services.

3.8. The Services may rely on third-party software, APIs or infrastructure providers. Leus is not responsible for the availability, accuracy, security or performance of such third-party services and shall not be liable for any interruption or failure caused by them, except where required by Applicable Law.

4. Eligibility, accounts and security

4.1. The User must be able to form a binding contract and, if acting for an entity, be authorised to bind that entity. The User and its Authorised Representative confirm that the information and documents provided regarding that authority are accurate, complete and truthful, and that you are authorised to share all information and documents provided to Leus without breaching any confidentiality obligation owed to the User or to third parties.

4.2. The User is responsible for maintaining the confidentiality of your account credentials and for all activity under your User Account. The User must ensure the Account is used only by Authorised Representatives, keep your contact details current, and notify us promptly of any unauthorised use or security breach.

4.3. The User confirms that all information shared with Leus is accurate, complete and truthful, and that you will promptly update it if it changes. Because eligibility scoring is based on your information, Leus is not liable for any inaccuracy or incompleteness in what you provide.

4.4. The User is responsible for the lawfulness of the information you provide, including obtaining any necessary rights and consents (for example, from individuals whose personal data is included). Leus is not obliged to verify the legality of your content, but may suspend or terminate the Services if it identifies content that violates applicable law.

4.5. Leus has no obligation to verify, audit, investigate or independently assess the accuracy, completeness, authenticity, legality or currency of any information, documents or content provided by the User, except where required by Applicable Law. The Services are provided, and any Score is generated, solely on the basis of the information made available by the User.

4.6. The User shall indemnify, defend and hold harmless Leus, its affiliates, directors, officers, employees and service providers from and against any claims, actions, losses, liabilities, damages, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with (i) the User's breach of this Agreement, (ii) any information, documents or content provided by the User that is inaccurate, incomplete, unlawful or infringes any third-party rights, or (iii) the User's violation of any Applicable Law.

5. Acceptable Use

5.1. The User must not: (a) use the Platform for any unlawful, fraudulent or harmful purpose; (b) upload malicious code or attempt to gain unauthorised access to the Platform or its systems; (c) interfere with or disrupt the Platform; (d) reverse engineer, scrape, or copy the Platform except as permitted by law; (e) misrepresent your identity or authority; or (f) infringe the rights of any third party.

5.2. We may suspend or restrict access where we reasonably believe these terms have been breached or where necessary to protect the Platform, our users, or third parties.

6. API Keys and Third-Party Data

6.1. To use certain Services, you may connect third-party accounts (for example, Mobile Measurement Partners such as Adjust or AppsFlyer) by providing API keys or similar credentials. You represent that you are authorised to connect those accounts and to share the resulting data with Leus, and that doing so does not breach any agreement with, or right of, the relevant third party.

6.2. The User is responsible for the security of the credentials you provide and may revoke access at any time through your Account or the relevant third-party service, subject to Section 3.5 while funding remains outstanding.

6.3. Leus shall not be responsible for the availability, accuracy, completeness, performance or security of any third-party platform, service, API or data source, nor for any interruption, delay or failure arising from such third-party services.

6.4. Leus may suspend or discontinue integrations with any third-party platform at any time where reasonably necessary for legal, technical, operational or security reasons.

7. Intellectual Property

7.1. The Platform, the Services, and all related software, models, content, trademarks and materials are owned by Leus or its licensors and are protected by intellectual property laws. Subject to this Agreement, Leus grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Platform for your internal business purposes.

7.2. The User retains ownership of the information and data submitted through the Platform. The User grants Leus a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, process, analyse, transmit and otherwise use such information and data to the extent necessary to provide, operate, maintain, improve and support the Services, perform this Agreement, comply with Applicable Law, and as otherwise described in the Privacy Policy. Leus may also use information and data in aggregated, anonymised or de-identified form for analytics, benchmarking, statistical analysis, fraud prevention, security, product development, model improvement and training, provided that such information does not identify the User or any individual.

7.3. Any feedback you provide may be used by Leus without restriction or obligation to you.

7.4. Except for the limited rights expressly granted under this Agreement, no intellectual property rights are transferred or licensed to the User. All rights not expressly granted are reserved by Leus and its licensors.

8. Confidentiality and Trade Secrets

8.1. Information disclosed by a Party that is non-public and would reasonably be understood to be confidential (including business models, strategies, know-how, customer portfolios, plans, designs, formulas, processes and other commercial, financial, legal or technical information) is "Confidential Information". Information that is or becomes public without breach, or is independently obtained without disclosure, is not Confidential Information.

8.2. Each Party will use the other's Confidential Information only for the purposes of this Agreement, will protect it with reasonable care, and will not disclose it except to personnel and advisers who need it and are bound by confidentiality, or as required by law or a competent authority.

8.3. Upon termination of this Agreement or upon written request, each Party shall promptly return or securely destroy the other Party's Confidential Information, except to the extent retention is required by Applicable Law or reasonably necessary for legal, regulatory, compliance, audit or backup purposes.

8.4. You agree that information you share may be used by Leus for eligibility scoring and may be shared with Partner Institutions as described in this Agreement. In relation to personal data, our Privacy Policy, Cookie Policy and applicable data-protection law apply, and take precedence over any inconsistent statement about indefinite storage of "commercial" information.

9. Data Protection

9.1. Leus processes personal data in accordance with applicable data-protection laws (KVKK, UK GDPR and, where applicable, EU GDPR). Our Privacy Policy and Cookie Policy explain how we handle personal data and are incorporated into and form an integral part of this Agreement.

9.2. Leus will implement appropriate technical and organisational measures designed to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data, taking into account the nature of the processing and the applicable legal requirements.

9.3. Where Leus processes personal data on your behalf as a processor (for example, in connection with certain analytics services), the Parties will enter into a Data Processing Agreement governing that processing.

10. Disclaimers and Limitation of Liability

10.1. The Platform and Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, Leus disclaims all warranties not expressly set out in this Agreement, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Leus does not warrant that the Platform will be uninterrupted or error-free, or that any Score will result in funding.

10.2. To the maximum extent permitted by law, Leus is not liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, data, or goodwill.

10.3. Leus shall not be liable for any act, omission, decision or service provided by any Partner Institution or other third party.

10.4. Leus does not guarantee that the User will obtain funding, that any Partner Institution will review or approve an application, or that any funding will be offered on particular terms.

10.5. Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited.

11. Indemnity

The User shall indemnify, defend and hold harmless Leus, its affiliates, directors, officers, employees and service providers from and against any and all third-party claims, actions, liabilities, losses, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with (i) the User's breach of this Agreement, (ii) the User's misuse of the Platform or the Services, (iii) any information, documents or content provided by the User, or (iv) the User's violation of any Applicable Law or third-party rights, except to the extent such claims arise directly from Leus's fraud, wilful misconduct or material breach of this Agreement. You will indemnify and hold Leus harmless from third-party claims and losses arising from your breach of this Agreement, your misuse of the Platform, or the information you provide, except to the extent caused by Leus.

12. Third-Party Websites

The Platform may link to third-party websites that Leus does not own or control. Leus is not responsible for their content, privacy practices or security, and your use of them is at your own risk. We recommend reviewing their terms and privacy notices.

13. Term, Suspension and Termination

13.1. This Agreement takes effect when you accept it and continues until terminated.

13.2. Either Party may terminate on at least one month's prior written notice. If you have obtained funding through a Partner Institution under ReLoad or any successor service, you may not terminate until repayment is complete. Accrued rights and receivables survive termination.

13.3. We may suspend or terminate access immediately where required by law, to protect the Platform or third parties, or for material breach.

13.4. To close your User Account, submit a request to [email protected] in accordance with our verification requirements.

13.5. Sections that by their nature should survive (including Sections 4, 7, 8, 9, 10, 11 and 14) survive termination.

14. General

14.1. No waiver. A failure to exercise a right is not a waiver of it.

14.2. Force majeure. Leus is not liable for delay or non-performance caused by events beyond its reasonable control.

14.3. Severability. If any provision is held invalid, the remaining provisions continue in effect, and the invalid provision is replaced, so far as possible, to reflect the Parties' intent in accordance with the general principles of the Turkish Code of Obligations No. 6098.

14.4. Assignment. You may not assign or transfer your rights, obligations, User Account or this Agreement without Leus's prior written consent. Leus may assign this Agreement in connection with a merger, acquisition, reorganisation or sale of assets.

14.5. Notices. Leus communicates through the contact details you provide; keep them current. Notices sent to your registered email or address are valid. You must notify Leus in writing of any change within 7 days, failing which notices to the previous details remain valid.

14.6. Evidence. In any dispute, records held by Leus, whether electronic or physical, constitute valid and conclusive evidence, to the extent permitted by applicable procedural law.

14.7. Entire agreement. This Agreement, together with the policies and any supplementary protocols, product terms or specifications signed or electronically accepted by the Parties, forms the entire agreement between the Parties on its subject matter.

14.8. Relationship. The Parties are independent. Nothing in this Agreement creates an agency, partnership or joint venture.

14.9. Governing law and jurisdiction. This Agreement is governed by the laws of the Republic of Türkiye, and the courts and enforcement offices of Istanbul (Çağlayan) have exclusive jurisdiction, without prejudice to any mandatory rights or protections available to you under the laws of your country of residence.

14.10. Language. This Agreement is executed in Turkish and English. In the event of any discrepancy or difference in interpretation between the two versions, the Turkish version shall prevail.

Effective Date

This Agreement takes effect upon your acceptance.