User Agreement

1. Parties and Subject Matter

This User Agreement governs the relationship between Certoly and the natural persons ("Users") who use the Certoly portal (the "Portal"), operated by Gökşen Dündar under the Certoly brand.

Certoly

By logging in to the Portal, the User is deemed to have accepted this Agreement.

There are two distinct relationships and they should not be confused.

The party that enters into a service relationship with Certoly is the

Customer (a company), and that relationship is governed by the **Customer

Service Agreement. This Agreement applies to the individuals** who actually

use the Portal. In the event of conflict, the Customer Service Agreement prevails.

2. Definitions

Customer: the commercial undertaking that has concluded a Customer Service Agreement with Certoly. User: a natural person for whom the Customer has requested a Portal account. Customer Data: sales, cost, stock and other commercial data transferred to the Portal by the Customer. Service: the consolidation and analysis of Customer Data and its presentation through the Portal.

3. Accounts and Access

3.1. Portal accounts are created by Certoly at the Customer's request. A User account is personal; it may not be transferred or shared.

3.2. The User is responsible for the confidentiality of their account credentials and password. All actions carried out through the account are deemed to be those of the User.

3.3. The User shall notify Certoly at info@certoly.com.tr as soon as they become aware of any unauthorised use of their account.

3.4. Requesting the removal of access for a User who leaves the Customer's organisation is the Customer's obligation.

3.5. Certoly may suspend an account that it determines to endanger security or the integrity of the Service, upon notice to the Customer.

4. Intellectual Property

4.1. All intellectual and industrial property rights in the Portal software and in all source code, interface design, analytical methods, rule sets, algorithms, text, images, trademarks and other elements contained in the Portal belong exclusively to Certoly.

4.2. The User is granted a non-exclusive, non-transferable, non-sublicensable and revocable right of use, limited to the term of the Customer Service Agreement and to the purpose of benefiting from the Service.

4.3. The User may not copy, reproduce, modify, reverse engineer, decompile, create derivative works from, rent, sell or make available to third parties the Portal software or any component of it.

4.4. Rights in Customer Data belong to the Customer. Certoly processes such data solely for the purpose of providing the Service.

4.5. Certoly may use data that has been anonymised so that it cannot be associated with the Customer or with any identifiable natural person, for the purposes of improving its services and carrying out statistical work.

5. Rules of Use

The User agrees not to:

• obtain or attempt to obtain unauthorised access to the Portal,
• use another User's account,
• engage in conduct that obstructs or overloads the operation of the Portal,
• extract data from the Portal by automated means (bots, scrapers, etc.),
• share data accessed through the Portal with third parties beyond the Customer's

authorisation,

• attempt to circumvent security measures,
• act in violation of applicable law.

6. Nature and Limits of the Service

6.1. The analyses, indicators and findings presented in the Portal are intended as decision support. They do not constitute financial, legal, tax or investment advice.

6.2. The accuracy of the analyses depends on the accuracy and completeness of the data transferred by the Customer. Certoly is under no obligation to verify the accuracy of transferred data.

6.3. Certoly does not warrant that the Portal will operate without interruption or error. Access may be temporarily suspended for maintenance, updates, technical failure or events of force majeure.

6.4. Certoly reserves the right to develop, change or remove Portal features and functions. Changes affecting the substance of the Service will be notified to the Customer.

6.5. Where an AI-supported module is added to the Portal, its use is additionally subject to the AI-Supported Module Terms of Use.

7. Confidentiality and Personal Data

The processing of personal data is governed by the applicable Privacy Notice.

The User acknowledges that Customer Data accessed through the Portal is confidential and may not be used or shared beyond the Customer's authorisation.

8. Limitation of Liability

8.1. Certoly shall not be liable for indirect or consequential damages, or for loss of profit, revenue, business opportunity or reputation, arising from use of the Portal.

8.2. Certoly's liability towards the Customer is subject to the limits set out in the Customer Service Agreement.

8.3. These limitations do not apply to damages arising from Certoly's wilful misconduct or gross negligence.

9. Term and Termination

9.1. This Agreement enters into force upon the User's first login to the Portal and remains in force for as long as the account is active.

9.2. Where the Customer Service Agreement terminates, the User's access also terminates.

9.3. Certoly may suspend or close an account where the User breaches this Agreement.

9.4. Clause 4 (Intellectual Property), Clause 7 (Confidentiality) and Clause 8 (Limitation of Liability) survive termination of this Agreement.

10. Changes

Certoly may amend this Agreement. Amendments take effect when published in the Portal or notified to the User. Material changes will be separately notified.

11. Governing Law and Jurisdiction

Turkish law applies. The Istanbul Central (Çağlayan) Courts and Enforcement Offices shall have jurisdiction. Cases of mandatory exclusive jurisdiction are reserved.

12. Contact

E-mail: info@certoly.com.tr