Terms of Service

Service: Cernio ("Cernio", the "Service", "we", "us", "our") Operated by: GADULABS YAZILIM LİMİTED ŞİRKETİ (a Turkish limited liability company), registered at Mustafa Kemal Paşa Mah. Yalova-Bursa Yolu Cad. A Blok 1. Kademe No: 123/1 İç Kapı No: 10, Merkez / YALOVA, Türkiye; trade registry no. 14632; MERSIS no. 0388200542700001; KEP address gadulabsyazilim@hs01.kep.tr; tax office Yalova, tax ID 3882005427. Effective date: 14 September 2026 Contact: legal@getcernio.com

1. Acceptance of These Terms

These Terms of Service (the "Terms") govern your access to and use of Cernio, a software-as-a-service platform for AI-assisted B2B buyer discovery, lead scoring, and contact management, available at getcernio.com and app.getcernio.com (the "Platform").

By creating an account, accessing, or using the Service, you ("you", "Customer", "User") agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and "you" refers to that entity.

If you do not agree to these Terms, you must not use the Service.

2. Eligibility

The Service is intended solely for business and professional use by persons who are at least 18 years old. The Service is not directed at consumers acting for personal, family, or household purposes, and is not directed at minors. By using the Service you represent that you meet these requirements.

3. Accounts and Security

3.1. You must provide accurate and complete registration information (including a valid email address and your name) and keep it up to date.

3.2. You are responsible for safeguarding your login credentials and for all activity under your account. We offer optional multi-factor authentication (MFA) and strongly recommend enabling it.

3.3. You must notify us promptly at security@getcernio.com of any unauthorized use of your account or any other security breach.

3.4. Access to the Service during the beta period may be limited to invited users ("invite-only beta"). Invitations are non-transferable.

4. Description of the Service

4.1. Cernio allows you to enter a product and a target market, and returns an AI-ranked list of potential buyers and decision-maker information, together with tools for lead scoring, enrichment, and contact management.

4.2. Data sources. Company and contact information surfaced by the Service is derived from publicly available web sources processed through AI models and search providers. The Service does not resell proprietary third-party contact databases.

4.3. AI-generated output. Results are produced by automated systems and large language models. They may be incomplete, inaccurate, or out of date. You are responsible for independently verifying any information before relying on it, and for ensuring that your use of the results complies with applicable law (including data-protection, anti-spam, and marketing laws).

4.4. We may modify, enhance, or discontinue features of the Service at any time. We will use reasonable efforts to notify you of material adverse changes.

5. Service Usage and Plans

5.1. The Service is metered. You purchase a service package or a subscription plan, and each package or plan includes a stated amount of service usage, measured in usage units. Each AI operation (such as discovery or headhunt) applies a number of usage units according to our then-current pricing. Usage units are a measure of service consumption. They are not money, not a deposit, not stored value and not a virtual currency; they cannot be redeemed for cash, transferred to another person, or used to pay any other merchant.

5.2. Current offerings and prices are displayed at checkout and may include one-time service packages and subscription plans. Prices are stated in the currency shown at checkout and are exclusive of, or inclusive of, applicable taxes as indicated by our payment processor.

5.3. The service usage included in a purchase is activated immediately upon successful payment, is available to you at once, and is consumable digital content. Usage is applied as you perform the corresponding operations in the Service, under the consumption rules disclosed at and before checkout. Activation of usage is not performance of every future operation: the operations themselves are carried out when you request them.

5.4. Usage validity and access window. Included usage is subject to time limits, which are shown at or before checkout:

• Purchased usage (packages and subscription grants) is valid for 365 days after it is granted; any unused amount lapses at the end of that period.
• Promotional and sign-up introductory usage is valid for 30 days after it is granted.
• Buying a one-time Service Package keeps system access open for 60 days from the most recent purchase. After that window closes, usage remaining from that package can be applied only while you have an active Premium plan or an active System Access subscription. These limits are described at checkout and in your billing dashboard.

5.5. We may change prices and plan features prospectively. Price changes do not affect usage already purchased.

6. Payments, Seller and Collection

6.1. Direct sale (the channel in force today). The seller on your purchase is GaduLabs Yazılım Limited Şirketi. We issue the invoice. Payment is collected through a payment institution (iyzico) or a bank virtual POS; those parties are payment service providers, not the seller.

6.2. Merchant of Record channel. If a sales channel through a Merchant of Record is opened in future, that entity sells in its own name, issues its own invoice, collects the payment, and is responsible for calculating and remitting the applicable sales tax or VAT. When such a channel is activated, the entity appears by name at checkout and on the invoice, and your purchase is also subject to that entity's own terms. There is no active Merchant of Record today.

6.3. Card details. We do not receive, store or process your full payment card details; those remain with the payment institution.

6.4. Billing information. You agree to provide accurate and complete billing information (legal name, tax identification number, address, billing email). A direct sale in Türkiye cannot be initiated with an incomplete billing profile. You authorise the applicable charge, including any recurring subscription charge until you cancel.

6.5. Tax. Direct sales to customers in Türkiye carry 20% VAT in addition to the price. Sales to customers outside Türkiye are invoiced as an export of services at 0% VAT, with the corresponding exemption statement on the invoice.

6.6. Referring partners. A trade fair, an exporters' union or a sales partner may have introduced you to us. That is a referral and commission relationship; the contract, the invoice and the payment still run directly between you and us. There is no model in which a partner pays on your behalf.

7. Cancellation and Refunds

(This Section is a summary. The full text is a separate document, the Cancellation and Refund Policy; where the two differ, that document governs.)

7.1. Your capacity as a buyer. The Service is for commercial and professional use only (Section 2). You are therefore not a consumer within the meaning of Article 3 of Turkish Law No. 6502, and the right of withdrawal granted to consumers in distance contracts does not arise on this sale.

7.2. The rule. Payments made through the direct sale channel are not refunded. The service usage included in a purchase is activated at the moment of payment and can be applied immediately, and an operation that has actually been performed carries a cost paid to the AI provider that we actually incur.

7.3. Narrow exceptions. A duplicate charge and an unauthorised transaction are refunded in full, unconditionally. Where a sustained technical failure on our side prevented you from applying usage you purchased, we provide a refund or a restoration of that usage, limited to the value you were prevented from using. Non-waivable mandatory rights stand in every case. Claims are to be raised within 60 days of the charge.

7.4. Cancelling a subscription. You may cancel at any time, with no advance-notice requirement. Cancellation stops future renewals only; a period already paid for is not refunded retroactively and no pro-rata rebate is made. Your access continues to the end of the paid period.

7.5. Merchant of Record channel. Where a purchase was made through a Merchant of Record, that entity decides and processes refunds; such agreements typically reserve a unilateral right to refund.

7.6. Chargebacks. If you believe a charge is wrong, contact us first. If a chargeback is opened without contacting us, we may suspend your account until it concludes.

7.7. The checkout consent box. The immediate-delivery consent and withdrawal waiver at checkout are a second layer on top of the buyer capacity in 7.1; they are not the legal basis on which the sale is final.

7.8. Nothing in this Section limits rights that cannot be waived under the law applicable to you.

8. Acceptable Use

You agree that you will not, and will not permit any third party to:

(a) use the Service in violation of any applicable law, including data-protection, privacy, anti-spam (e.g. GDPR, KVKK, CAN-SPAM), or export-control laws;

(b) use contact data obtained through the Service for unlawful, harassing, deceptive, or bulk-unsolicited communications;

(c) reverse engineer, decompile, scrape, or attempt to derive the source code of the Service, except to the extent permitted by mandatory law;

(d) use the Service to build, train, or improve a competing product or a competing dataset, or to resell raw Service output as a standalone data product;

(e) circumvent usage limits, rate limits, usage accounting, or access controls;

(f) upload malicious code, or interfere with the integrity or performance of the Service;

(g) attempt prompt-injection or other manipulation of the underlying AI models to produce prohibited output.

We may suspend or terminate access for violations of this Section.

9. Customer Data and Your Responsibilities

9.1. "Customer Data" means data you submit to the Service and data generated for you (including leads, contacts, and enrichment results).

9.2. As between you and us, you control Customer Data. Where the Service processes personal data on your behalf, we act as a processor and you act as the controller; such processing is governed by our Data Processing Agreement (DPA).

9.3. You are responsible for having a lawful basis to process the personal data you collect, store, or contact through the Service, and for honoring data-subject rights and applicable marketing/consent requirements.

10. Intellectual Property

10.1. The Service, including all software, models integration, design, and content (excluding Customer Data and third-party model output), is owned by GaduLabs Yazılım Limited Şirketi or its licensors and is protected by intellectual-property laws.

10.2. Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable license to use the Service and to use the output generated for you for your internal business purposes.

10.3. Feedback you provide may be used by us without restriction or compensation.

11. Third-Party Services

The Service integrates third-party providers (including AI, search, hosting, email, analytics, and payment providers). Your use may be subject to those providers' terms. We are not responsible for third-party services outside our control. A list of key subprocessors is maintained in our DPA and Privacy Policy.

12. Disclaimers

12.1. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

12.2. We do not warrant that AI-generated results are accurate, complete, current, or fit for any particular decision. You bear sole responsibility for decisions made in reliance on the Service.

12.3. Nothing in these Terms excludes liability that cannot be excluded under mandatory law, including mandatory consumer rights.

12.4. Beta Disclaimer. The Service is currently in beta. Features may change, be removed or be redesigned; no service level commitment (SLA) is given for availability and interruptions may occur. Access during the beta may be limited to invited users (Section 3.4). This disclaimer does not remove our obligation to deliver a service that has been paid for: where a sustained failure we cannot remedy prevents you from applying usage you purchased, the remedies in the Cancellation and Refund Policy apply.

13. Limitation of Liability

13.1. To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill.

13.2. Our total aggregate liability arising out of or relating to the Service will not exceed the amounts you paid for the Service — to us, or, for a purchase made through a Merchant of Record channel if one is ever opened (Section 6.2), to that entity — in the twelve (12) months preceding the event giving rise to the claim.

13.3. These limitations do not apply to liability arising from our fraud, willful misconduct, or gross negligence, or to any liability that cannot be limited under mandatory law.

14. Indemnification

You will defend and indemnify GaduLabs Yazılım Limited Şirketi against third-party claims arising from (a) your Customer Data, (b) your use of the Service in violation of these Terms or applicable law, or (c) your infringement of third-party rights.

15. Suspension and Termination

15.1. You may stop using the Service and close your account at any time.

15.2. We may suspend or terminate your access if you materially breach these Terms, fail to pay, or use the Service in a way that risks harm to us, other users, or third parties.

15.3. Upon termination, your right to use the Service ceases. We will handle Customer Data in accordance with the DPA and our Privacy Policy, including deletion within the retention periods stated there.

16. Changes to These Terms

We may update these Terms from time to time. We will post the updated Terms and, for material changes, provide reasonable notice (e.g. by email or in-app). Continued use after the effective date of changes constitutes acceptance.

17. Governing Law and Dispute Resolution

17.1. These Terms are governed by the laws of the Republic of Türkiye, without regard to conflict-of-laws rules.

17.2. The courts of the Istanbul (Çağlayan) Courts and Execution Offices will have exclusive jurisdiction, except that (a) either party may seek injunctive relief in any competent court, and (b) consumers benefit from the mandatory protections and competent courts of their country of residence, which these Terms do not override.

18. Miscellaneous

18.1. Entire agreement. These Terms, together with the Privacy Policy, Refund Policy, and (where applicable) the DPA, constitute the entire agreement between you and us.

18.2. Severability. If any provision is held unenforceable, the remaining provisions remain in effect.

18.3. Assignment. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.

18.4. Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.

18.5. Notices. Legal notices to us must be sent to legal@getcernio.com and, where required, to Mustafa Kemal Paşa Mah. Yalova-Bursa Yolu Cad. A Blok 1. Kademe No: 123/1 İç Kapı No: 10, Merkez / YALOVA, Türkiye.

Contact: GaduLabs Yazılım Limited Şirketi — legal@getcernio.com — Mustafa Kemal Paşa Mah. Yalova-Bursa Yolu Cad. A Blok 1. Kademe No: 123/1 İç Kapı No: 10, Merkez / YALOVA, Türkiye.