General Terms and Conditions

1. Introduction and Scope

1.1 These General Terms and Conditions ("Terms") govern the use of the Services (as defined in Section 2) by a customer that enters into an Order Form with Apilex Teknoloji Anonim Şirketi, operating as Apilex ("Apilex", "we", "us").

1.2 These Terms, together with the applicable Order Form, form a binding agreement between Apilex and the customer identified in the Order Form ("Customer", "you") (collectively, the "Agreement"). In the event of a conflict between the Order Form and these Terms, the Order Form prevails solely with respect to the commercial terms it sets out (such as pricing, Subscription Term, and number of Users); these Terms prevail on all other matters.

1.3 The following documents are incorporated into the Agreement by reference and form part of it: the Acceptable Use Policy; the Data Processing Addendum ("DPA"); the Security Addendum; and the Sub-Processor List. Apilex's Privacy Policy and Cookie Policy describe Apilex's processing of personal data as an independent controller and do not form part of the Agreement. In the event of any conflict between these Terms and the DPA regarding the processing of personal data, the DPA prevails, except that the Standard Contractual Clauses incorporated into the DPA prevail over the DPA to the extent they apply.

1.4 Apilex may update these Terms from time to time to reflect changes in law, industry practice, or its business operations. Apilex will notify Customer of any material change at least 30 days before it takes effect, by posting the updated Terms and notifying Customer through the contact details on file. If a material change reduces Customer's rights or increases its obligations in a manner that is not de minimis, Customer may object in writing within 30 days of the notice; if the parties are unable to resolve the objection, Customer may terminate the Agreement upon written notice, effective before the change takes effect, without penalty. Continued use of the Services after a change takes effect constitutes acceptance of the updated Terms.

2. Definitions

• "Agreement": has the meaning given in Section 1.2.
• "Beta Features": means features of the Services that Apilex identifies as beta, preview, early-access, or similar.
• "Content": means any input submitted to, or output generated by, the Services, and any documents uploaded to the Services, as further described in the DPA.
• "Customer": means the entity identified as such in the applicable Order Form.
• "Documentation": means Apilex's then-current user guides and technical documentation for the Services, as made available to Customer.
• "Fees": means the amounts payable by Customer as set out in the applicable Order Form.
• "Order Form": means an ordering document, subscription confirmation, or similar document referencing these Terms and specifying the commercial terms of Customer's subscription, signed or otherwise accepted by both parties.
• "Output": means any content generated by the Services in response to Customer's or a User's input, including drafts, summaries, analyses, and search results.
• "Services": means Apilex's website (www.apilex.ai), its AI-powered legal platform (app.apilex.ai), its mobile application, and any related plug-ins and integrations, together with the AI-powered legal assistant and AI Agents made available through the foregoing, as described in the Documentation.
• "Subscription Term": means the period during which Customer is entitled to access and use the Services, as specified in the applicable Order Form.
• "User": means an individual authorized by Customer to access and use the Services under Customer's account, up to the number specified in the applicable Order Form.

Capitalized terms not defined in this Section have the meaning given to them elsewhere in these Terms, or, in relation to Content and personal data, in the DPA.

3. The Services

3.1 Provision of the Services. Subject to the Agreement, Apilex will make the Services available to Customer during the Subscription Term.

3.2 Output Disclaimer. THE SERVICES ARE A RESEARCH, DRAFTING, AND WORKFLOW SUPPORT TOOL. OUTPUT GENERATED THROUGH THE SERVICES DOES NOT CONSTITUTE LEGAL ADVICE. APILEX IS NOT A LAW FIRM, DOES NOT PROVIDE LEGAL REPRESENTATION, AND DOES NOT PRACTISE LAW. OUTPUT IS GENERATED USING ARTIFICIAL INTELLIGENCE, IS PROBABILISTIC IN NATURE, AND MAY CONTAIN ERRORS OR OMISSIONS. Customer is solely responsible for exercising its own professional judgment and duty of care in reviewing, verifying, and relying on any Output, and for all decisions, filings, advice, or other professional acts based on it, in accordance with the professional conduct rules applicable to Customer.

3.3 No Assumption of Professional Responsibility. Apilex assumes no responsibility or liability towards Customer's clients or any third party arising from Customer's professional activities or Customer's use of the Services or any Output, and nothing in the Agreement creates a client relationship, of any kind, between Apilex and any client or counterparty of Customer.

3.4 Availability. Apilex will use commercially reasonable efforts to make the Services available at least 99% of each calendar month, measured over the applicable Subscription Term. Scheduled maintenance (carried out with reasonable prior notice where practicable), Force Majeure events, and outages attributable to third-party service providers, Customer's own systems, or Customer's breach of the Agreement, are excluded from this calculation.

3.5 Support. Apilex will provide technical support for issues attributable to the Services, during business hours (Monday to Friday, excluding public holidays in Türkiye), through the channels published on Apilex's website, and will begin working towards a resolution of issues reported by Customer within 72 hours of receipt, prioritized according to severity.

3.6 Beta Features. Apilex may make Beta Features available to Customer from time to time, at its discretion. Beta Features are provided "as is" and "as available", without the availability commitment in Section 3.4 or any other warranty under the Agreement, and Apilex may modify, limit, or discontinue them at any time without notice. The provisions of the Agreement relating to confidentiality, data protection, and information security apply equally to Beta Features.

3.7 No Training on Content. Apilex will not use Content to train, fine-tune, or otherwise improve any artificial intelligence model, as further described in the DPA.

4. Access and Use of the Services

4.1 Professional Use Only. The Services are designed exclusively to support legal work and are not directed at consumers. The Services may be used only (a) by legal professionals in the exercise of their profession, and (b) by corporate Customers in connection with their own legal affairs, and are provided on a business-to-business basis. By entering into the Agreement, Customer confirms that it is acting for purposes relating to its trade, business, craft, or profession, and that it is not acting as a "consumer" for the purposes of any applicable consumer protection law.

4.2 Accounts and Users. Customer may authorize Users up to the number set out in the applicable Order Form. Access credentials are personal to each User and may not be shared. Customer is responsible for its Users' compliance with the Agreement and for safeguarding its account credentials, and shall promptly notify Apilex of any suspected unauthorized access.

4.3 Acceptable Use. Customer's and its Users' use of the Services is subject to the Acceptable Use Policy, which is incorporated into the Agreement by reference.

4.4 Restrictions. Customer shall not, and shall not permit any User or third party to: (a) reverse engineer, decompile, or disassemble the Services, or attempt to derive their source code; (b) scrape, crawl, or systematically extract data or content from the Services; (c) use the Services, or any Output, to develop, train, or improve a product or service that competes with the Services; (d) probe, test, or analyze the Services to determine their underlying architecture, algorithms, or model behavior, including through model extraction or prompt injection techniques; (e) circumvent any usage limits, rate limits, or access controls; or (f) use the Services in violation of applicable law or the rights of any third party.

4.5 Consequences of Breach. Without prejudice to any other right or remedy, Apilex may suspend or terminate Customer's or a User's access to the Services, without prior notice, in the event of a breach of Section 4.1, 4.3, or 4.4, or of the Acceptable Use Policy.

5. Fees and Payment

5.1 Fees. Customer shall pay the Fees set out in the applicable Order Form.

5.2 Invoicing. Unless otherwise specified in the Order Form, Fees are invoiced and payable in advance for the applicable Subscription Term, and are non-refundable except as expressly provided in the Agreement.

5.3 Late Payment. If Customer fails to pay any undisputed amount when due, interest accrues on the overdue amount at the statutory rate applicable to commercial transactions under the law governing the Agreement, from the due date until paid, and Apilex may suspend Customer's access to the Services until payment is made in full. Apilex will restore access within 24 hours of confirming receipt of payment.

5.4 Taxes. Fees are exclusive of value added tax and any other applicable taxes, levies, or duties, which Customer is responsible for in addition to the Fees, other than taxes on Apilex's net income.

5.5 Invoice Disputes. If Customer disputes an invoiced amount in good faith and in writing, with reasonable supporting detail, within 8 business days of receipt, interest does not accrue on the disputed amount pending resolution; undisputed amounts remain due. If the dispute is resolved against Customer, interest accrues retroactively from the original due date.

6. Term and Termination

6.1 Term. The Agreement takes effect on the effective date specified in the Order Form and continues for the Subscription Term.

6.2 Renewal. Unless otherwise specified in the Order Form, the Subscription Term renews automatically for successive periods equal to the initial Subscription Term, unless either party gives the other written notice of non-renewal at least 30 days before the end of the then-current term.

6.3 Termination for Cause. Either party may terminate the Agreement for cause upon written notice if the other party materially breaches the Agreement and fails to cure that breach within 30 days of receiving written notice describing the breach in reasonable detail.

6.4 Insolvency. Either party may terminate the Agreement immediately upon written notice if the other party becomes insolvent, ceases to be able to pay its debts as they fall due, enters into liquidation, receivership, or a comparable insolvency proceeding, or otherwise becomes unable to continue its business activities.

6.5 Effect of Termination. Upon expiry or termination of the Agreement for any reason, Customer's right to access and use the Services ceases, and Customer's account is placed into the Transition Period described in Section 7. Termination does not relieve Customer of its obligation to pay Fees accrued up to the effective date of termination, and is without prejudice to any right or remedy that has accrued to either party as at that date.

7. Data and Account Deletion (Transition Period)

7.1 Upon expiry or termination of the Agreement for any reason, or upon Customer's request under Section 7.2, Customer's account is placed into a 30-day transition period ("Transition Period"), during which the account is suspended and limited to (a) exporting Content in a structured, commonly used, machine-readable format, and (b) requesting reactivation of the account.

7.2 Customer or an authorized User may, at any time and independently of the status of the Agreement, request that Apilex (a) immediately and permanently delete the account and its associated Content ("hard delete"), or (b) place the account into the Transition Period described in Section 7.1 ("soft delete").

7.3 If Customer requests reactivation during the Transition Period and an active plan or credit is in place, the account is reactivated immediately; otherwise, reactivation requires the purchase of a new plan or credit.

7.4 Upon expiry of the Transition Period without a reactivation request, or upon Customer's request for immediate deletion, the account and its associated Content, including backups, are permanently and irreversibly deleted ("hard delete"), subject to Apilex's own legal retention obligations (for example, in relation to invoicing and tax records), which are retained separately from Content and for the periods required by law. Further detail on data retention and deletion is set out in the DPA.

8. Mutual Indemnification

8.1 Apilex will defend Customer against any third-party claim to the extent it alleges that the Services, as provided by Apilex and used by Customer in accordance with the Agreement, infringe that third party's intellectual property rights, and will indemnify Customer against damages finally awarded by a court of competent jurisdiction (or agreed in settlement with Apilex's consent) as a result of such a claim, provided that Customer (a) promptly notifies Apilex of the claim in writing, (b) gives Apilex sole control of the defense and settlement of the claim, and (c) provides reasonable cooperation, at Apilex's expense.

8.2 Customer will indemnify Apilex against any third-party claim, and any related damages finally awarded (or agreed in settlement with Customer's consent), arising from (a) Content uploaded or submitted by Customer or its Users, (b) Customer's or a User's breach of the Acceptable Use Policy, or (c) Customer's use of Output in a manner inconsistent with Section 3.2, provided that Apilex complies with the equivalent notice, control, and cooperation conditions set out in Section 8.1.

9. Warranties and Disclaimer

9.1 Each party represents and warrants that it has full power and authority to enter into and perform the Agreement.

9.2 EXCEPT AS EXPRESSLY SET OUT IN THE AGREEMENT, THE SERVICES AND ANY OUTPUT ARE PROVIDED "AS IS", AND APILEX DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT.

10. Limitation of Liability

10.1 Nothing in the Agreement limits or excludes either party's liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; (c) any liability that cannot be limited or excluded under applicable law; or (d) Customer's payment obligations under the Agreement.

10.2 Subject to Section 10.1, each party's total aggregate liability arising out of or in connection with the Agreement, however arising, whether in contract, tort (including negligence), or otherwise, shall in no event exceed two (2) times the total Fees paid or payable by Customer under the applicable Order Form for the Subscription Term during which the event giving rise to the liability arose.

10.3 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF GOODWILL, OR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.4 Any claim arising out of or in connection with the Agreement must be notified in writing to the other party within twelve (12) months of the date the claiming party became aware, or ought reasonably to have become aware, of the event giving rise to the claim, failing which the claim is barred. This Section 10.4 does not limit any statutory limitation period that cannot be shortened by agreement under applicable law.

11. Confidentiality

11.1 "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") in connection with the Agreement, whether orally or in writing, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include Content, which is governed by the DPA, or information that (a) is or becomes publicly available through no fault of the Receiving Party, (b) was lawfully known to the Receiving Party before disclosure, (c) is lawfully obtained from a third party without a duty of confidentiality, or (d) is independently developed without use of or reference to the Disclosing Party's Confidential Information.

11.2 The Receiving Party shall use the Disclosing Party's Confidential Information solely to perform its obligations or exercise its rights under the Agreement, shall protect it using at least the same degree of care it uses to protect its own confidential information of a similar nature (and in no event less than a reasonable degree of care), and shall not disclose it to any third party except to its employees, affiliates, and professional advisors who need to know it for that purpose and who are bound by confidentiality obligations at least as protective as those in this Section 11. This Section 11 does not prevent disclosure required by law or a competent authority, provided the Receiving Party, where legally permitted, gives the Disclosing Party reasonable notice to seek a protective order.

11.3 The obligations in this Section 11 survive termination or expiry of the Agreement for a period of five (5) years, except in relation to trade secrets, for which they survive for as long as the relevant information remains a trade secret under applicable law.

12. Intellectual Property

12.1 Apilex Property. As between the parties, Apilex and its licensors retain all right, title, and interest in and to the Services, the Documentation, and all underlying and related technology, including all intellectual property rights therein. No rights are granted to Customer except as expressly set out in the Agreement.

12.2 License to Customer. Subject to Customer's compliance with the Agreement and payment of the Fees, Apilex grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term, solely for Customer's own internal legal and business purposes and in accordance with the Documentation.

12.3 Customer Content. As between the parties, Customer retains all right, title, and interest in and to Content. Customer grants Apilex the rights necessary to process Content in order to provide the Services, as further described in the DPA.

12.4 Feedback. If Customer or a User provides Apilex with any feedback, suggestions, or ideas relating to the Services ("Feedback"), Apilex may use, reproduce, modify, and incorporate such Feedback into the Services without restriction and without any obligation to compensate Customer, and Customer hereby grants Apilex a perpetual, irrevocable, worldwide, royalty-free, and transferable license to do so. Customer represents that its Feedback does not include any personal data (other than that of the individual providing it), confidential information of a third party, or content that infringes any third-party right.

12.5 Customer Reference. Customer permits Apilex to identify Customer, by name and logo, as a user of the Services in Apilex's marketing materials, website, and promotional activities. Customer may withdraw this permission at any time upon written notice, and Apilex will cease such use within 30 days of receiving the notice.

13. Data Protection

13.1 The parties' respective rights and obligations regarding the processing of personal data contained in Content are set out in the DPA, which is incorporated into the Agreement by reference and prevails over these Terms as described in Section 1.3.

13.2 Apilex's processing of personal data as an independent data controller, for example in relation to Customer's own account administration, billing, and marketing, is described in Apilex's Privacy Policy and Cookie Policy, which do not form part of the Agreement.

14. EU AI Act and Additional EU-Specific Terms

14.1 Human Oversight. Customer shall ensure that Output is not used, without meaningful human review by a qualified individual, to make or materially inform any decision producing legal effects on, or similarly significantly affecting, a natural person.

14.2 AI Act Cooperation. To the extent Regulation (EU) 2024/1689 (the "EU AI Act") applies to Customer's use of the Services, Apilex will provide Customer with information reasonably necessary to enable Customer to comply with its own obligations as a deployer of an AI system under that Regulation, including information referred to in the Documentation regarding the Services' capabilities, limitations, and intended purpose.

14.3 No Legal Advice on AI Act Compliance. Nothing in this Section 14 constitutes legal advice regarding Customer's obligations under the EU AI Act or any other applicable law, and Customer remains solely responsible for its own compliance.

15. General Provisions

15.1 Force Majeure. Neither party is liable for any failure or delay in performing its obligations under the Agreement (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including natural disasters, fire, flood, epidemic or pandemic, war, terrorism, cyberattacks, or general strikes or lockouts ("Force Majeure"). The affected party shall notify the other in writing within 5 business days of becoming aware of the Force Majeure event, and shall use reasonable efforts to mitigate its effects. If a Force Majeure event continues for more than 30 days, either party may terminate the Agreement upon written notice without further liability, and Apilex will refund any Fees paid in advance for Services not yet provided.

15.2 Assignment. Customer may not assign or transfer the Agreement, or any right or obligation under it, without Apilex's prior written consent. Apilex may assign the Agreement, in whole or in part, to an affiliate or a successor in connection with a merger, acquisition, or sale of assets, upon written notice to Customer.

15.3 Notices. Notices under the Agreement must be in writing and sent to the addresses specified in the Order Form, or to such other address as a party notifies the other in writing. Notices of termination must be sent by a method that provides evidence of delivery.

15.4 Severability. If any provision of the Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid one that most closely reflects the original intent.

15.5 No Waiver. No failure or delay by either party in exercising any right under the Agreement operates as a waiver of that right, nor does any single or partial exercise preclude any other or further exercise of it.

15.6 Amendment. Except as set out in Section 1.4, no amendment to the Agreement is effective unless made in writing and signed by both parties. Order Forms may only be amended by a written instrument signed by both parties.

15.7 Relationship of the Parties. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship between them, and neither party has authority to bind the other.

15.8 Entire Agreement. The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written or oral, other than any separately executed non-disclosure agreement between the parties, which survives independently.

15.9 Governing Law and Dispute Resolution

15.9.1 The Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), is governed by, and construed in accordance with, the laws of the Republic of Türkiye, without regard to its conflict of laws principles.

15.9.2 The parties irrevocably agree that the courts of Istanbul, Türkiye, have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement (including non-contractual disputes or claims).

16. Contact

Apilex Teknoloji Anonim Şirketi (operating as Apilex)

Osmangazi Mah. 3117. Sokak Altınbaş Teknopark No:3/15 Esenyurt/İstanbul

legal@apilex.ai

Data Protection Officer: Gonca Alanbay