Subscription and Terms of Service

This Skalon Subscription and Terms of Service Agreement (the "Agreement") is entered into between Rapture Danışmanlık ve Teknoloji Anonim Şirketi ("Rapture" or "Skalon") and the individual or legal entity that registers for the Skalon service and accepts this Agreement electronically (the "Customer"). Rapture and the Customer are referred to individually as a "Party" and collectively as the "Parties".

1. DEFINITIONS

1.1. The following terms have the meanings set out below:

• Service: the cloud based software service provided under the Skalon brand that continuously audits, analyses and produces optimization recommendations for the advertising, analytics and mobile measurement (MMP) accounts connected by the Customer.
• Platform: the web application and related interfaces available at skalon.ai.
• Connected Account: any third party advertising, analytics or measurement account connected to the Service by the Customer.
• Customer Data: any data transferred from Connected Accounts or entered into the Platform by the Customer.
• Customer Database: the segregated database located within the Republic of Türkiye and dedicated exclusively to a single Customer.
• Agency: a Customer that manages the advertising and analytics accounts of one or more brands and uses the Service on their behalf.
• Brand: the end client managed by an Agency through the Service.
• Subscription Term: the monthly or three monthly period selected and paid for in advance by the Customer.
• Optimization Recommendation: an action recommendation generated by Skalon and submitted for the Customer approval.

2. FORMATION AND ELECTRONIC ACCEPTANCE

2.1. The Agreement is formed at the moment the Customer ticks the acceptance box during registration and completes sign up. This constitutes a valid declaration of intent under the Turkish Code of Obligations No. 6098 and the Law on the Regulation of Electronic Commerce No. 6563.

2.2. Rapture records the Agreement version number, the date and time of acceptance, the IP address and the accepting user account. The Parties agree that these records constitute conclusive evidence under Article 193 of the Turkish Code of Civil Procedure No. 6100.

2.3. Any individual registering on behalf of a legal entity represents and warrants that they are duly authorised to bind that entity. All liability arising from lack of authority rests with the registering individual and the entity on whose behalf they acted.

2.4. Where the Customer is an Agency, it represents that it has obtained all necessary authority and consents for each Brand it manages through the Service, and is solely responsible for its relationship with that Brand and for the transfer of Brand data to the Service.

3. SCOPE AND OPERATION OF THE SERVICE

3.1. The Service comprises continuous auditing of Connected Accounts, cross channel analysis, custom dashboards and prioritised Optimization Recommendations.

3.2. Skalon connects to Connected Accounts on a read only basis by default. Write access is granted only upon the express and separate approval of the Customer.

3.3. Skalon does not make any change in Connected Accounts without the Customer's approval. Approval may be given in two ways: (a) the Customer reviews and approves each Optimization Recommendation individually; or (b) the Customer gives advance approval, through automation rules defined by the Customer on the Platform, for the operations falling within the scope of such a rule. Automation rules are created solely by the Customer, their scope is determined by the Customer, they may be stopped by the Customer at any time, and they are disabled by default. In either case, the commercial consequences of the applied change belong exclusively to the Customer.

3.4. Rapture reserves the right to modify the features, interface and integration list of the Service. Changes that materially reduce core functionality will be notified to the Customer at least 30 days before taking effect.

3.5. Skalon is not an advertising agency, a media buying service or an investment advisory service. The Service is decision support software.

4. THIRD PARTY PLATFORMS

4.1. The Service operates through the application programming interfaces (APIs) of third party platforms including Meta, Google, TikTok, LinkedIn, X, GA4, Adobe Analytics, AppsFlyer, Adjust, Branch and Singular.

4.2. The Customer is responsible for complying with the terms of use and advertising policies of those third party platforms. Rapture is not liable for account suspensions, closures or sanctions arising from breaches of those terms.

4.3. Any restriction, pricing change, modification or termination of API access by a third party platform, and any resulting interruption or discontinuation of an integration, is not attributable to Rapture and does not constitute a breach of this Agreement.

5. CUSTOMER OBLIGATIONS

5.1. The Customer represents that it is legally entitled to grant access to the Connected Accounts.

5.2. The Customer is responsible for the confidentiality of its account credentials and access keys and shall notify Rapture immediately upon detecting unauthorised access.

5.3. The Customer shall not reverse engineer the Service, attempt to access its source code, copy it, lease it to third parties or sublicense it.

5.4. The Customer shall not use the Service for any unlawful purpose, in a manner that infringes third party rights, or contrary to the policies of Connected Account providers.

5.5. The Customer warrants that all data transferred to the Service has been collected and transferred lawfully and that it has fulfilled all applicable notice and consent obligations.

6. FEES, PAYMENT AND AUTOMATIC RENEWAL

6.1. The Service is offered in monthly Subscription Terms. Current plans and fees are published at skalon.ai. Fees are denominated in Turkish Lira (TRY) and are exclusive of taxes unless stated otherwise.

6.2. The subscription fee is charged to the Customer credit card in full and in advance at the beginning of the relevant Subscription Term. Connected Account setup and Customer Database provisioning take place after successful payment.

6.3. The subscription renews automatically at the end of each Subscription Term for the same duration and at the then current fee. The Customer may cancel renewal through the Platform no later than 7 days before the end of the current term.

6.4. The Customer expressly authorises recurring charges to its registered payment method. Card details are not stored by Rapture and are held by a PCI DSS compliant payment provider.

6.5. Fee changes are notified at least 30 days in advance and apply only to subsequent Subscription Terms.

6.6. All taxes, withholdings and bank charges are borne by the Customer. Where withholding is required under the laws of the Customer jurisdiction, amounts shall be grossed up so that Rapture receives the full contractual amount.

7. REFUNDS

7.1. The Customer may cancel within 14 days of first registering for the Service without giving any reason and receive a full refund of the amount paid. This right may be exercised once per Customer.

7.2. No refunds are issued for cancellations made after the 14 day period. The Customer retains access until the end of the paid Subscription Term, after which access ends.

7.3. Where an uninterrupted service outage attributable to Rapture exceeds 15 days, a pro rata refund or service credit corresponding to the outage period will be applied.

8. DEFAULT, ACCOUNT LOCK AND DATA RETENTION

8.1. If payment is not received on the renewal date, Rapture notifies the Customer and allows a period of 7 days for payment.

8.2. If payment is not completed within that period, the account is fully locked. No operation whatsoever may be performed on a locked account, including login, dashboard access, auditing, optimization and data export.

8.3. Customer Data is retained for 90 days from the date of lock. If the outstanding balance is settled within that period, the account is reactivated without data loss.

8.4. At the end of the 90 day period, the Customer Data and the Customer Database are permanently deleted. Deletion is irreversible.

8.5. The rights of data subjects to information, rectification and erasure under the Turkish Personal Data Protection Law No. 6698 and, where applicable, the General Data Protection Regulation (GDPR), apply at all times irrespective of payment status, and this Article shall not be construed as limiting those rights. Fulfilment of an erasure request does not extinguish any outstanding payment obligation.

9. TERM AND TERMINATION

9.1. This Agreement takes effect upon electronic acceptance and remains in force for as long as the subscription continues.

9.2. The Customer may cancel at any time through the Platform. Cancellation takes effect at the end of the current Subscription Term.

9.3. Rapture may terminate this Agreement immediately and close the account if the Customer breaches Article 5, delays payment or uses the Service unlawfully. In such case fees already paid are not refunded.

9.4. Articles 8.3 and 8.4 apply to data retention and deletion upon termination.

9.5. Termination does not affect rights and receivables accrued before the termination date. Articles 10, 11, 12, 13, 14 and 18 survive termination.

10. DATA SECURITY, DATABASE AND ACCESS

10.1. A separate Customer Database, located within the Republic of Türkiye and dedicated exclusively to that Customer, is provisioned for each Customer. Data belonging to different Customers is never co-mingled.

10.2. Ownership of and all rights in the Customer Data belong to the Customer. Rapture processes Customer Data solely for the purpose of providing the Service and in accordance with the Customer instructions.

10.3. Rapture personnel have no routine access to the Customer Database. Access is granted only upon a support ticket raised by the Customer, limited to what is necessary to resolve that request, restricted to authorised personnel and fully logged. Access logs are provided upon the Customer request.

10.4. Customer Data is never used to train artificial intelligence models, sold to third parties or shared for advertising purposes.

10.5. Rapture may use Customer Data in aggregated and anonymised form, in a manner that cannot be traced back to any Customer or Brand, for service improvement and statistical analysis.

10.6. Detailed data processing provisions are set out in Annex A, the Data Processing Addendum, which forms an integral part of this Agreement.

10.7. Rapture notifies the Customer of any personal data breach without undue delay and in any event within 48 hours of becoming aware of it.

11. CONFIDENTIALITY

11.1. Each Party undertakes to keep confidential all commercial, technical and financial information learned under this Agreement, not to disclose it to third parties and to use it solely for the performance of this Agreement.

11.2. Confidentiality obligations survive for 5 years after termination.

11.3. Information already in the public domain and information required to be disclosed by a competent authority are excluded. In the case of compelled disclosure, the disclosing Party shall inform the other Party as soon as reasonably possible.

12. INTELLECTUAL PROPERTY

12.1. All intellectual and industrial property rights in the Service, including the Skalon brand, software, source code, algorithms, interface design and documentation, belong to Rapture.

12.2. The Customer is granted a non exclusive, non transferable and non sublicensable right of use for the duration of the Subscription Term. This Agreement does not transfer any ownership rights.

12.3. Feedback and suggestions provided by the Customer may be used freely by Rapture without any compensation or claim.

13. SERVICE LEVEL AND DISCLAIMER OF WARRANTIES

13.1. Rapture will use commercially reasonable efforts to make the Platform available 99.5 percent of the time on a monthly basis. Scheduled maintenance windows, force majeure events and outages originating from third party platforms are excluded from this calculation.

13.2. Scheduled maintenance is announced at least 48 hours in advance and carried out during low usage hours where possible.

13.3. Where this target is not met, the sole and exclusive remedy of the Customer is a service credit calculated on the fee for the affected month. Service credits may not exceed the fee for that month and are not redeemable for cash.

13.4. The Service is provided on an as is basis. Rapture gives no express or implied warranty that the Service will meet the specific expectations of the Customer or operate uninterrupted or error free.

13.5. Rapture does not warrant that the implementation of Optimization Recommendations will produce any particular outcome in advertising performance, conversion rate, revenue or return on investment. Recommendations are decision support only.

14. LIMITATION OF LIABILITY

14.1. The total aggregate liability of Rapture under this Agreement is limited to the subscription fees actually paid by the Customer in the 12 months preceding the event giving rise to the claim.

14.2. Rapture shall not under any circumstances be liable for indirect damages, loss of profit, loss of revenue, loss of reputation, loss of data, inefficient expenditure of advertising budget or sanctions imposed by third party platforms.

14.3. Damages arising from Optimization Recommendations approved by the Customer fall within this limitation and may not be recovered from Rapture.

14.4. These limitations do not apply to liability arising from the wilful misconduct or gross negligence of Rapture.

15. INDEMNITY

15.1. The Customer shall indemnify and hold Rapture harmless against any claim, action or administrative sanction directed at Rapture arising from unlawful use of the Service, breach of third party platform terms, unauthorised data transfer, or the relationship between the Customer and the Brands it represents.

16. AMENDMENTS

16.1. Rapture may update this Agreement. The current version is published at skalon.ai together with its version number and effective date.

16.2. Material changes adverse to the Customer are announced at least 30 days in advance by email and in Platform notice. If the Customer does not cancel within that period, the changes are deemed accepted.

17. FORCE MAJEURE AND ASSIGNMENT

17.1. Natural disaster, war, epidemic, cyber attack, nationwide communication or power outage, regulatory change and similar events beyond the control of the Parties constitute force majeure. Obligations are suspended for the duration of the event. If force majeure exceeds 30 days, either Party may terminate without compensation.

17.2. The Customer may not assign its rights or obligations without the prior written consent of Rapture. Rapture may assign this Agreement to a successor in the event of merger, demerger or transfer of business.

18. GOVERNING LAW AND JURISDICTION

18.1. This Agreement is governed by the laws of the Republic of Türkiye.

18.2. The Istanbul Anatolian Courts and Execution Offices have exclusive jurisdiction over disputes arising from this Agreement.

18.3. In the event of any discrepancy between the Turkish and English versions of this Agreement, the Turkish version prevails.

18.4. The Service is offered to businesses. Mandatory consumer protection rights, where applicable, are reserved.

19. MISCELLANEOUS

19.1. Notices are sent to the email address registered in the Customer account and, for Rapture, to hello@skalon.ai. Email notices constitute valid service.

19.2. If any provision is held invalid, the remaining provisions remain in full force.

19.3. Failure to exercise a right does not constitute a waiver of that right.

19.4. This Agreement together with Annex A constitutes the entire agreement between the Parties and supersedes all prior discussions and correspondence.

19.5. This Agreement is accepted electronically and no wet signature is required. A signed counterpart may be issued at the request of enterprise customers.

This Agreement is accepted by ticking the acceptance box during registration. The acceptance record is stored in Rapture systems.