Subscription Agreement

Provider: Topluyıldız Danışmanlık A.Ş., seated in Beşiktaş, İstanbul, Türkiye, registered under 0854121033400001 and 282911-5 (İstanbul Ticaret Sicili Müdürlüğü), with its registered office at Sinanpaşa Mahallesi, Süleyman Seba Caddesi, No: 6 İç Kapı No: 4, Beşiktaş / İstanbul and tax registration at Beşiktaş Vergi Dairesi, 8541210334. The Company’s registered electronic notification address (UETS) is 25878-54156-69813, its contact e-mail is mtopluyildiz@gmail.com and its declared telephone number is [telefon numarası]; these particulars may be updated by the Company.

Subscriber: the lawyer, attorney partnership, law firm or other natural or legal person that registers for the Omnilegal service and approves this Agreement, using the service within its professional activity. For Subscribers acting for purposes outside their professional or commercial activity, that is as consumers, the mandatory consumer-protective provisions of Law No. 6502 on the Protection of the Consumer and related legislation are reserved, and no provision of this Agreement may be construed so as to limit or set aside those rights.

Service: the entirety of the cloud-based software service offered by the Company under the Omnilegal brand through the domain omnipotentlegal.ai and connected systems, unifying a law firm’s work in a single system from client intake to delivery, encompassing memory, client management, documents, research, drafting, correspondence and attorney-controlled artificial-intelligence delivery. Software: the application software, source code, interfaces, database structures and algorithms constituting the Service, together with their updates, the ownership and all intellectual rights of which belong to the Company.

Authorised User: a natural person to whom the Subscriber grants access to the Service on its behalf and to whom a seat is allocated (for example the Subscriber’s lawyer, employee or trainee). Attorney Sign-off (the article 36 gate): within the meaning of article 36 of the Attorneys Act No. 1136, the approval and oversight mechanism that ensures the final reading, decision and signature of every output always remain with the human attorney holding signing authority, and that structurally prevents the system from standing in for the attorney’s judgment.

Masking: the process by which personal data and client-identifying information are concealed before any call is made to an artificial-intelligence model, a protective layer under which the model only ever sees masked text and the masking key or table does not leave the jurisdiction. Output / Work Product: any draft, summary, research result, correspondence text or similar output generated on the Subscriber’s data through the Service. Client Data: the documents, personal data and confidential information belonging to the Subscriber’s clients that the Subscriber uploads to or processes within the Service.

Subscription Period: the period corresponding to the billing cycle (monthly or annual) selected by the Subscriber, which may renew automatically. Package: the feature and limit sets offered by the Company, such as Starter, Pro, Firm and Enterprise. Seat: a personal access right allocated to a single Authorised User; pricing is on a per-attorney-seat, per-month basis.

The subject matter of this Agreement is the provision by the Company of the Omnilegal Service to the Subscriber on a subscription basis within the Package and seat count selected, and the determination of the rights, obligations and responsibilities of the parties arising from this relationship.

The Agreement covers access to the Service, the licence of use, the fee and payment terms, the intellectual-property regime, the liability regime relating to artificial-intelligence output, the protection of personal data, confidentiality, security, service level, and the cases of suspension and termination.

This website alone does not collect payment; payment, the payment flow and account provisioning are operated through the product sign-up flow operated by or on behalf of the Company. This Agreement governs the whole of that subscription relationship even though payment is not taken through this website itself.

The Subscriber is obliged to provide the information requested at registration accurately, currently and completely. The Subscriber is responsible for consequences arising from inaccurate, misleading or outdated information, and such a situation entitles the Company to suspend or terminate.

The Subscriber represents and warrants that it has the legal capacity required to conclude this Agreement and use the Service, and that, where it acts on behalf of a legal person, it is authorised to represent that legal person.

Keeping account and access credentials confidential, preventing unauthorised use and supervising the acts of Authorised Users are the responsibility of the Subscriber. The Subscriber is responsible for all transactions carried out through its account and is obliged to notify the Company without delay upon becoming aware of any unauthorised access.

For the term of this Agreement and provided that the Subscriber fulfils its fee-payment obligations, the Company grants the Subscriber a limited, non-exclusive, non-transferable and non-sublicensable licence to use the Software solely within the selected Package and seat count and for professional purposes.

This licence creates no ownership right in the Software in favour of the Subscriber; the owner of the Software and all related intellectual rights is Topluyıldız Danışmanlık A.Ş. The Subscriber may not decompile, reverse-engineer, copy, lease, allow third parties to use, or otherwise use the Software in any manner not expressly permitted by this Agreement; the exceptions mandatorily granted by applicable legislation are reserved.

The licence automatically terminates upon the expiry of the Agreement for any reason, and the Subscriber shall cease using the Service.

The Service is offered through the Starter, Pro, Firm and Enterprise packages, priced on a per-attorney-seat, per-month basis. The features, limits and seat count covered by each package are stated in the sign-up flow and on the pricing page. The Subscriber selects the package and seat count appropriate to its needs.

Each seat is allocated to a single Authorised User; it is prohibited to share seats concurrently among multiple persons or to transfer them so as to create use beyond the allocated seat count. The Subscriber may increase its seat count as needed; requests to decrease take effect at the end of the relevant period.

Reasonable and fair-use principles apply so that the Service can be offered stably to all users. Automated excessive querying, use that loads the system abnormally, or bulk-processing behaviour incompatible with the nature of the Service may lead the Company, upon prior notice, to impose reasonable limits or to restrict the relevant use temporarily.

Subscription fees are determined according to the package and seat count selected by the Subscriber. In Turkish Lira pricing, the monthly per-seat fees are ₺4.500 (Starter), ₺13.500 (Pro), ₺27.000 (Firm) and from ₺45.000 (Enterprise); the same tiers in United States dollars are 100 USD, 300 USD, 600 USD and from 1,000 USD. Two months free apply where annual billing is chosen. Optional modules may be charged separately.

Unless expressly stated otherwise, value-added tax and all other statutory taxes, levies and deductions are not included in the published fees; these obligations are passed on to the Subscriber in accordance with applicable legislation. Payment is made by the methods presented in the sign-up flow and in the stated currency.

Unless cancelled by the Subscriber before the end of the period, the subscription renews automatically on the same terms for the selected cycle (monthly or annual), and a charge is taken from the valid payment instrument on the renewal date. The Subscriber may disable automatic renewal at any time from account settings; in that case the Service continues until the end of the current period for which the fee has been paid.

The Company reserves the right to change fees. Price increases affecting a current subscription are announced to the Subscriber by e-mail or in-service notice a reasonable time before they take effect. If the Subscriber does not accept the new price, it may cancel its subscription before the renewal date; failure to cancel is deemed acceptance of the notified new fee. For consumer Subscribers, the notice and consent conditions required by legislation are reserved.

The Company may offer a free trial of certain features of the Service. The duration, scope and conditions of the trial are stated in the sign-up flow and may be changed or ended by the Company.

If the Subscriber does not end its subscription at the close of the trial period and a payment instrument has been defined, the subscription may convert to the selected paid package; in that case charging begins according to the notified terms. The Subscriber may prevent transition to the paid period by cancelling the subscription during the trial.

Within the free trial the Service is offered as is, and no service-level commitment is given for that period.

The Subscriber is obliged to use the Service in accordance with applicable legislation, professional rules, the rights of third parties, this Agreement and the Acceptable Use Policy. The Acceptable Use Policy is an integral part of this Agreement and is incorporated here by reference.

The Subscriber shall refrain from uploading unlawful, misleading or rights-infringing content, from attempts that endanger the security of the Service, from unauthorised access attempts, and from using the Service contrary to its design purpose.

The Subscriber undertakes that it is authorised to process and use within the Service the Client Data it uploads, and that it has secured the necessary consent, information notices and legal bases. Ensuring that Authorised Users act in accordance with this Agreement is the responsibility of the Subscriber.

The Software, source code, interfaces, designs, database structures, the Omnilegal and Omnipotent Legal trademarks and all related intellectual and industrial property rights belong exclusively to Topluyıldız Danışmanlık A.Ş. and are protected by applicable legislation, in particular Law No. 5846 on Intellectual and Artistic Works and Law No. 6769 on Industrial Property. This Agreement creates no transfer or licence of any intellectual right in favour of the Subscriber other than the limited licence of use granted under Article 4.

Ownership of the content the Subscriber uploads to the Service and of the Output / Work Product generated on that content belongs to the Subscriber. The Company holds only a limited processing authority over such content and Output, necessary to provide and operate the Service and to carry out the Subscriber’s instructions; beyond this it asserts no ownership claim.

In respect of suggestions, comments and feedback that the Subscriber voluntarily provides regarding the Service, the Subscriber grants the Company a limited, royalty-free, perpetual, worldwide and irrevocable licence to use that feedback for the purpose of improving the Service. This feedback licence does not extend to the Subscriber’s Client Data or confidential work product.

All intellectual rights relating to the third-party artificial-intelligence models used in the Service infrastructure belong to the relevant model providers and are reserved. The Subscriber may not assert any right over those models arising from this Agreement.

Every Output generated through the Service is, by its nature, a draft and an assistive product; it is not legal advice, a legal opinion or any guarantee of outcome. The accuracy, completeness or fitness for a particular purpose of the Output is not guaranteed. The Subscriber is obliged to verify and evaluate the Output independently before using it.

The Service’s Citation Gate mechanism checks every citation back to its source and, rather than fabricating what cannot be verified, marks it for verification; this mechanism flags, while verification and final evaluation belong to the attorney. The system is built on the premise that flagged matters must be checked by the attorney.

Under article 36 of the Attorneys Act No. 1136, the final reading, decision and signature of every output always remain with the human attorney holding signing authority. The system is designed so as not to stand in for the attorney’s professional judgment, and it does not replace the attorney. Responsibility for the final content of the Output, for its submission to the relevant authorities and for its legal consequences rests with the attorney who undertakes the review and the signature.

The Subscriber uses the Service understanding and accepting this framework. Subject to the liability provisions of this Agreement and to mandatory law, the Company may not be held responsible for professional consequences arising from Output that the attorney uses following the attorney’s own review and approval.

The parties are obliged to protect the trade secrets and confidential information of the other party learned under this Agreement, to use them solely for the purpose of the Agreement, and not to disclose them to unauthorised third parties. This obligation survives the termination of the Agreement.

The Company is conscious of the special importance of protecting the Client Data entrusted to the Service by the Subscriber and the secrecy between attorney and client. The Company accesses such data only to the extent strictly necessary to provide the Service and limited to its authorised personnel, who are likewise bound by confidentiality.

The person bound by the secrecy obligation under article 36 of the Attorneys Act is the Subscriber, who is the attorney, and the Company undertakes to support this obligation by technical and administrative measures. Disclosures to competent authorities required by legislation shall not be deemed a breach of this article.

The principles governing the processing of personal data are set out, within the framework of Law No. 6698 on the Protection of Personal Data and related secondary legislation and, for European Union data subjects, the General Data Protection Regulation (GDPR), in the KVKK Disclosure Notice, the Privacy Policy and the Data Processing Agreement separately published by the Company; these documents are integral annexes to this Agreement and are incorporated here by reference.

The Service masks personal data before any call is made to an artificial-intelligence model; the model only ever sees masked text and the masking key does not leave the jurisdiction. If masking fails, the flow stops rather than leaking the data.

Client Data is not used in the training of any artificial-intelligence model. Processing of the Subscriber’s data is carried out solely for the purpose of providing the Service and carrying out the Subscriber’s instructions.

In respect of Client Data the data controller is, as a rule, the Subscriber and the Company acts as data processor; the details of this relationship, the sub-processors, the principles of cross-border transfer (under KVKK article 9, by way of an adequacy decision, standard contract, undertaking or explicit consent) and matters such as the routing of embedding vectors to the European Union region are addressed in the Data Processing Agreement. The particulars [veri sorumlusu temsilcisi, varsa] and [barındırma sağlayıcısı] are stated in the relevant documents.

The Company applies reasonable and industry-accepted technical and administrative measures for the security of the Service and of the Subscriber’s data. These measures include encryption in transit and at rest (AES-256-GCM as described in its catalogue), per-matter and per-file isolation, and an audit trail covering the approval, citation and masking steps.

The Company maintains reasonable oversight of security vulnerabilities, responds to detected incidents and makes the relevant notifications where required by legislation. The Subscriber is likewise obliged to take the necessary security measures in respect of its own account, access credentials and Authorised Users.

Certain features such as advanced levels of multi-tenant isolation, an extended KVKK security suite and backup in the European Union region are planned or optional; such features apply only to the extent they have come into force and have been made available to the Subscriber, and are not committed as though already live.

The Company endeavours to provide the Service with reasonable care and professional diligence, as continuously as possible. Nevertheless the Service is provided as is and in its current state, and no absolute commitment is given as to uninterrupted or error-free operation. Reasonable interruptions may occur for planned maintenance, updates and necessary interventions; the Company endeavours to announce these in advance where possible.

Some features of the Service may be labelled as coming soon or rolling out. Such roadmap features (for example firm-RAG memory, the full KVKK suite, backup in the European Union region, multi-tenant isolation and agentic write features) are planned or optional, are not guaranteed until actually offered, and are not presented as live features.

Where the Company also publishes a service-level commitment (SLA), the availability targets and remedy mechanisms are set out in that document, which supplements this article.

The Subscriber may end its subscription at the close of the period by disabling automatic renewal. In that case the Service continues until the end of the current period for which the fee has been paid. For consumer Subscribers, the termination and withdrawal rights granted by legislation are reserved.

Where the Subscriber materially breaches this Agreement or the Acceptable Use Policy, fails to fulfil its fee-payment obligation, endangers the security of the Service or engages in unlawful use, the Company may grant a reasonable period and require the breach to be remedied; if the breach is not remedied or is by its nature incapable of remedy, the Company may suspend the Service or terminate the Agreement for just cause.

In cases of high-risk use, use that is manifestly unlawful, or use that poses a serious danger to third parties or to the Service, the Company may, upon reasonably informing the Subscriber, restrict access immediately and temporarily.

Upon termination of the Agreement, the licence under Article 4 automatically lapses. The Subscriber may export its data within a reasonable period; at the end of that period the Company complies with the principles in the Data Processing Agreement regarding the deletion or return of the Subscriber’s data, subject to retention obligations imposed by legislation.

The Company’s liability arising from this Agreement is regulated within the mandatory limits of the Turkish Code of Obligations on standard terms and on exclusion-of-liability agreements. Under article 115/2 of the Turkish Code of Obligations, the Company’s liability arising from its gross fault or intent may not be excluded or limited in advance; provisions that could be construed to that effect are void to that extent.

Subject to those mandatory limits, the Company agrees not to be liable, to the extent of its fault and to the maximum extent permitted by law, for indirect damages, loss of profit, loss of data (in cases not attributable to the Company), business interruption and unforeseeable damages. The Company’s aggregate liability for the Subscriber’s direct damages is limited to the total of the fees actually paid by the Subscriber for the Service in the twelve months preceding the date of the event giving rise to the claim.

The limitations in this article are to be assessed together with the principle that the Output is, by its nature, a draft and that the final review and signature remain with the attorney. The mandatory provisions of Law No. 6502 and other legislation in favour of consumer Subscribers are in any event reserved, and this article may not be applied so as to limit those rights.

Pursuant to articles 20 to 25 of the Turkish Code of Obligations on standard terms, surprising provisions that are contrary to the rules of good faith to the detriment of the Subscriber or that are deemed foreign to the nature of the transaction are treated as not written; this Agreement is interpreted within that framework.

For Subscribers acting for professional or commercial purposes (non-consumers), the Subscriber agrees to indemnify, to the extent of its fault, the direct damage, legally well-founded third-party claims and reasonable defence costs that the Company may incur by reason of the unlawfulness of content the Subscriber uploads, the infringement of third parties’ intellectual property or personality rights, the failure to secure the necessary consent and legal bases, or the breach of this Agreement or the Acceptable Use Policy.

The Company shall notify the Subscriber of any such claim brought against it within a reasonable period, allow the Subscriber to participate reasonably in the defence, and take reasonable measures to mitigate the loss.

In respect of any penalty clause that may be agreed under this article, the court’s power to reduce an excessive penalty under article 182 of the Turkish Code of Obligations is reserved. This article does not apply to consumer Subscribers, in respect of whom the mandatory provisions of consumer law govern.

In cases of force majeure that develop beyond the will of the parties and that are unforeseeable and unpreventable, such as natural disaster, epidemic, fire, war, terror, cyber-attack, general infrastructure, energy or internet outages, interruptions of third-party service providers or artificial-intelligence model providers, and decisions of competent authorities, the affected party shall not be deemed in default to the extent it cannot perform its obligations for the duration of that situation.

The affected party shall notify the other party of the force majeure and its probable effects within a reasonable period and shall make reasonable efforts to mitigate the effect. If the force majeure continues beyond a reasonable period, the parties may proceed to adapt or terminate the Agreement within the framework of articles 136 (impossibility of performance) and 138 (excessive difficulty of performance, adaptation) of the Turkish Code of Obligations.

The Subscriber may not assign or transfer its rights and obligations arising from this Agreement to third parties without the prior written consent of the Company.

The Company may assign the Agreement and the rights and obligations arising from it, in cases such as merger, division, change of type, transfer of the business or of the relevant line of activity, or to a group company, provided that it does not materially weaken the Subscriber’s rights. In that case the Subscriber is informed within a reasonable period.

The Company may amend this Agreement and its annexes by reason of legislative developments, the improvement of the Service or operational requirements. Amendments that materially affect the Subscriber’s rights are announced to the Subscriber by e-mail or in-service notice a reasonable time before they take effect.

If the Subscriber does not accept the notified amendment, it has the right to end its subscription before the effective date. Continuing to use the Service after notice constitutes acceptance of the amendment. For consumer Subscribers, the mandatory consent and notice conditions are reserved.

Notices between the parties may be made through the e-mail addresses stated in this Agreement and in the sign-up flow and through the in-service notification channels. For formal service of notice, the Company’s 25878-54156-69813 address and the legal address declared by the Subscriber are taken as the basis.

This Agreement is governed by and construed in accordance with Turkish law.

For Subscribers having the capacity of consumer, under Law No. 6502 on the Protection of the Consumer, the Consumer Arbitration Committees ([Tüketici Hakem Heyeti parasal sınırı, ilgili yıl]) and the Consumer Courts have jurisdiction according to the monetary thresholds, and the optional-jurisdiction rules granted by legislation, including the authorities at the consumer’s place of residence, are reserved.

For Subscribers acting for professional or commercial purposes, the İstanbul (Çağlayan) Courts and Execution Offices are competent for the resolution of disputes arising from this Agreement. The parties accept that, in disputes subject to mandatory mediation as a condition of litigation, the provisions of the relevant legislation are reserved.

The invalidity, treatment as not written, or unenforceability of any provision of this Agreement does not affect the validity of the remaining provisions. In place of the invalid provision, the valid regulation closest to the parties’ intention and to the purpose of the provision applies.

This Agreement, together with its annexes (the Acceptable Use Policy, the Privacy Policy, the KVKK Disclosure Notice and the Data Processing Agreement), constitutes the entirety of the subscription relationship between the parties and supersedes prior statements and understandings on the same subject.

The Agreement enters into force at the moment the Subscriber approves it electronically at checkout or during registration, and remains valid for as long as the subscription relationship continues. Provisions that by their nature must survive termination (such as those on confidentiality, intellectual property, liability and dispute resolution) remain in force.