LEADIVOAutonomous AI SDR

Terms of Service and Subscription Agreement

Effective date: [DOLDURULACAK] · Last updated: [DOLDURULACAK]

These Terms of Service and Subscription Agreement (the "Agreement") are concluded between [DOLDURULACAK] ("Leadivo" or the "Company") and the business subscribing to the Service (the "Customer") when the Customer accepts the Agreement electronically on the checkout page. The Company and the Customer are together the "Parties" and each a "Party".

Language and prevailing version: This English text is a translation for information purposes. The Turkish version (Hizmet Şartları ve Abonelik Sözleşmesi) is the legally binding version and prevails in case of any conflict.

Important: This Agreement may contain standard terms within the meaning of Art. 20 et seq. of the Turkish Code of Obligations No. 6098 ("TCO"). Provisions that may be unfavourable to the Customer (in particular Section 11 Suspension, Section 13 Termination, Section 18 Disclaimer, Section 19 Limitation of Liability, Section 20 Indemnity and Section 23 Changes) are marked in bold. By ticking the acceptance box on the checkout page, the Customer confirms that it has read, understood and accepted these provisions.

1. Company details

Legal name[DOLDURULACAK]
MERSIS number[DOLDURULACAK]
Tax office / number[DOLDURULACAK] / [DOLDURULACAK]
Address[DOLDURULACAK]
Email[DOLDURULACAK]
KEP (registered electronic mail)[DOLDURULACAK]
Phone[DOLDURULACAK]

2. Definitions

In this Agreement:

3. Subject matter and scope of the Service

3.1. This Agreement sets out the terms on which the Service is provided to the Customer on a subscription basis.

3.2. The Service normally consists of the following steps:

  1. After payment, procuring Sending Domains and Sending Mailboxes for the Customer, configuring technical authentication records (SPF, DKIM, DMARC) and starting Warm-up;
  2. Reviewing and approving the Customer's Targeting Segments for compliance with Applicable Law and deliverability rules;
  3. Obtaining Prospects matching the approved Targeting Segment from the Apollo.io database on the Customer's instruction;
  4. Generating personalised email texts for each Prospect with the help of AI models and passing them through automated quality/safety checks;
  5. Sending the Sequence in the Customer's name and with the Customer's identity details through Sending Mailboxes, within set daily sending limits;
  6. Classifying incoming replies with the help of AI; notifying positive replies through the channel chosen by the Customer (email or Slack); adding opt-outs, objections and negative replies to the Suppression List;
  7. Recording and reporting meetings booked through the Customer's own Cal.com account.

3.3. Current features, prices and plan contents are shown on the website and checkout page. The Company reserves the right to develop the technical infrastructure, Sub-processors, sending limits and workflows, provided that the essence of the Service is not changed.

3.4. The Service is offered only to businesses acting within their trade or profession. The Customer acknowledges that it does not purchase the Service as a consumer and that Turkish Consumer Protection Law No. 6502 and the Distance Contracts Regulation, as well as EU consumer law, do not apply to this Agreement.

4. Account and access

4.1. The Customer is responsible for ensuring that the information it provides at checkout and on the Platform is accurate, current and complete.

4.2. Login to the Platform is by a one-time link sent to the email address provided by the Customer or by password. The Customer is responsible for the confidentiality of login details and its email account and for all actions of its Users. Suspected unauthorised use must be reported without delay to [DOLDURULACAK].

4.3. The Customer is responsible for informing its own employees, under Art. 10 KVKK (and Art. 13/14 GDPR where applicable), of the disclosure of Users' personal data to the Company.

5. Setup and sending infrastructure

5.1. Sending Domains and Sending Mailboxes are procured by the Company through the Sub-processor email infrastructure provider Instantly.ai (mailbox service: Instantly.ai DFY (Google Workspace); mailboxes are hosted on the Google Workspace infrastructure of Google LLC, a sub-processor of Instantly.ai). Rights in and control over these domains and mailboxes are subject to the relevant provider's terms and are not transferred to the Customer. Upon termination, unless the Parties agree otherwise in writing, Sending Domains and Sending Mailboxes are decommissioned.

5.2. The Customer grants the Company a non-exclusive, non-transferable, royalty-free licence, limited to the term of the Agreement, to use its trade name, brand or short name in Sending Domains and email footers. The Customer warrants that such use does not infringe third-party rights.

5.3. Warm-up takes approximately 14 days and may take longer depending on the behaviour of providers and receiving mail servers. Sending does not start before Warm-up is complete.

5.4. The Company sets daily sending limits to protect deliverability and may reduce them where necessary.

6. Targeting, instructions and content

6.1. Targeting Segments and the related topic and offer texts constitute the Customer's instructions under the Service. The Company reviews Targeting Segments for compliance with Applicable Law, this Agreement and deliverability rules, and may reject segments or request changes, giving reasons. This review does not relieve the Customer of its responsibility to comply with Applicable Law and does not constitute a guarantee of compliance by the Company.

6.2. Targeting criteria may not be based on, or designed to reveal, special categories of personal data (Art. 6 KVKK; Art. 9 GDPR), such as racial or ethnic origin, political opinions, philosophical beliefs, religion, sect, dress, membership of associations, foundations or trade unions, health, sex life, criminal convictions and security measures, and biometric and genetic data.

6.3. Email texts are generated by AI based on the Customer's topic and offer texts. The Customer may preview sample texts on the Platform. The Customer warrants that claims in its offer texts are accurate and not misleading.

7. Compliance with commercial electronic message law

7.1. Service provider status. Emails sent through the Service promote the Customer's goods and services and are sent in the Customer's name. For the purposes of Law No. 6563 and the Message Regulation, the service provider (sender) of the messages is the Customer. The Company provides the Customer with technical means to fulfil these obligations (Message Regulation Art. 11(2)).

7.2. Nature of recipients. The Service is designed solely for messages to business electronic addresses of merchants or tradespeople (tacir/esnaf). Under Art. 6(3) of the Message Regulation, prior consent is not required for commercial electronic messages sent to merchants or tradespeople; however, once a recipient exercises its right to opt out, no message may be sent without consent. The Customer agrees not to target persons who are not merchants or tradespeople (consumers, private addresses of public-sector employees, etc.).

7.3. Customer obligations. The Customer agrees and undertakes:

a) to be registered with IYS as a service provider and to provide its IYS registration details (including its IYS number) to the Company before sending starts; b) under Art. 6(6) of the Message Regulation, to register the electronic addresses of merchant or tradesperson recipients with IYS before messages are sent and to check through IYS whether recipients have exercised their right to opt out; and to use the technical means offered by the Company for this purpose (export, integration, opt-out list); c) to provide accurate and current identity details to be shown in messages (legal name, MERSIS number or, for tradespeople, name and tax ID, address and at least one contact detail; Message Regulation Art. 8); d) to forward to the Company without delay any opt-out requests it receives directly and to notify opt-outs to IYS within three business days under Art. 9(6) of the Message Regulation; e) to keep opt-out and sending records for three years under Art. 13 of the Message Regulation, exporting the records provided by the Company for this purpose; f) to check whether the electronic marketing rules of targeted foreign countries are complied with (for example, some EU Member States require prior consent even for business recipients).

7.4. Company's supporting obligations. The Company:

a) adds to the footer of each message the identity details provided by the Customer, an opt-out link, the option to opt out by replying "çıkar" (or "unsubscribe") and a link to the Recipient Privacy Notice (Message Regulation Arts. 8 and 9(4)); b) automatically adds opt-outs and objections received through the opt-out link, replies containing opt-out wording or negative replies to the Suppression List and the sending provider's block list, and stops sending to the Recipient within one business day of the opt-out reaching the Company, and in any case within the three business days required by Art. 10(1) of the Message Regulation; c) never contacts persons on the Suppression List again on behalf of the Customer, even if the same person is found again from another source; d) keeps opt-out and sending records during the Agreement and makes them available for export at the Customer's request; e) provides a field on the Platform for the Customer to record its IYS number where applicable; IYS registration, reporting of recipient addresses to IYS and IYS compliance obligations remain solely with the Customer under Section 7.3.

7.5. The Company's supporting obligations under this Section do not transfer to the Company the Customer's obligations under Applicable Law as service provider.

8. Personal data protection

8.1. The Company is the controller for Customer account, User and subscription data, which is processed under the Privacy Policy and the KVKK Information Notice.

8.2. For personal data relating to Recipients, the Customer is the controller and the Company is the processor. Such processing is governed by the Data Processing Agreement, which forms an integral part of this Agreement. Acceptance of this Agreement constitutes acceptance of the DPA.

8.3. The Customer confirms that it has assessed that it has a legal basis for processing Recipient data under Art. 5(2)(f) KVKK (legitimate interest) and, where applicable, Art. 6(1)(f) GDPR, and adopts the legitimate interest assessment in the DPA; and that, as controller, it will fulfil its obligations including registration with the Turkish Data Controllers' Registry (VERBIS), transfer obligations under Art. 9 KVKK and responding to data subject requests.

9. Customer representations and warranties

Throughout the Agreement, the Customer represents, agrees and warrants that:

a) it is a duly incorporated and operating business and the person accepting the Agreement is authorised to represent it; b) the sender identity details it provides (legal name, MERSIS/tax ID, address, contact email) are its own, accurate and current; and the person whose name is shown as sender in emails actually works for the Customer and has agreed to the use of their name for this purpose; c) it will use the Service only to promote its own goods and services for business purposes and will not resell the Service or let third parties use it; d) it will not include special categories of personal data in targeting criteria; e) its offer and topic texts are accurate, not misleading, lawful and in good faith, and do not infringe third parties' intellectual property, trade secrets or personality rights; f) it will not use the Service for the prohibited sectors and content listed in Section 10; g) it will comply with Applicable Law, the acceptable use terms of Sub-processors and this Agreement; h) it will comply with Applicable Law if it contacts persons on the Suppression List through other channels outside the Service.

10. Acceptable use

10.1. The Service may not be used for:

a) bulk messages to consumers or to persons who are not merchants or tradespeople; b) gambling, games of chance, betting; crypto-asset investment advice or return promises; adult content; weapons and ammunition; tobacco and alcoholic products; prescription medicines and products with health claims; debt restructuring or credit brokerage; pyramid/multi-level marketing; unlicensed financial services; political propaganda; and products and services whose advertising or marketing is prohibited or subject to authorisation under Applicable Law where no authorisation is held; c) messages containing phishing, malware, deceptive links, false sender identity, deceptive subject lines or false urgency; d) messages purporting to be on behalf of, or creating the impression of affiliation with, another person or organisation; e) content that threatens, harasses or discriminates against Recipients or is otherwise unlawful; f) importing purchased, scraped or Customer-uploaded lists into the Service without the Company's permission; g) any attempt to circumvent sending limits, the Suppression List or security measures; h) reverse engineering the Platform, overloading it with automated tools or using the Service to build a competing product.

10.2. Sending may not exceed business cold-outreach norms or the reasonable expectations of Recipients in frequency or volume. No messages are sent to a Recipient outside the Sequence.

11. Suspension

11.1. The Company may suspend sending or the entire Service immediately and without prior notice where (a) there is a reasonable suspicion that the Customer is in breach of this Agreement, in particular Sections 7, 9 or 10; (b) complaint, bounce or spam rates exceed providers' thresholds or the reputation of Sending Domains is seriously damaged; (c) a competent authority so requests or a legal risk arises; (d) there is a security threat; or (e) payment is not made when due.

11.2. The Company notifies the Customer of the reason for suspension as soon as reasonably possible and resumes the Service once the reason ceases.

11.3. No refund or discount is given for suspensions for reasons attributable to the Customer (11.1(a), (b) — to the extent caused by the Customer's content or targeting — and (e)). If sending remains suspended for more than 7 consecutive days for reasons not attributable to the Customer, the Customer may request a partial refund or credit under the Cancellation and Refund Policy.

12. Fees and payment

12.1. The fees consist of a monthly subscription fee and a one-time setup fee charged with the first payment. Current amounts are shown on the website and checkout page.

12.2. Payments are collected through LemonSqueezy acting as Merchant of Record. LemonSqueezy handles payment processing, card data, invoicing and the calculation and collection of applicable taxes (VAT etc.) under its own terms. At checkout, the Customer also accepts LemonSqueezy's buyer terms. The Company has no access to card data.

12.3. Unless cancelled, the subscription renews automatically for the same period at the end of each Subscription Period and the fee is charged to the stored payment method.

12.4. If payment fails, LemonSqueezy's retry process applies; the Company may suspend sending until payment is made and the subscription may end.

12.5. The Company may change fees by notifying the Customer at least 30 days before they take effect. New fees apply from the first renewal after the notice. If the Customer does not accept the new fees, it may cancel before the renewal date.

12.6. Cancellations and refunds are governed by the Cancellation and Refund Policy.

13. Term, cancellation and termination

13.1. The Agreement enters into force on the date of electronic acceptance and remains in force while the subscription continues.

13.2. The Customer may cancel its subscription at any time through the Platform or the LemonSqueezy customer portal, or by written notice to [DOLDURULACAK]. Cancellation takes effect at the end of the paid Subscription Period; the Service continues until then.

13.3. The Company may terminate the Agreement with immediate effect if the Customer materially breaches Sections 7, 9 or 10, fails to cure any other breach within 7 days of written notice, is more than 14 days late in payment, or becomes bankrupt, applies for a composition with creditors (konkordato) or ceases operations.

13.4. The Company may terminate the Agreement without cause on 30 days' written notice; in that case the prepaid fee for the unused period is refunded to the Customer.

13.5. The Customer may terminate the Agreement with immediate effect if the Company breaches a material obligation and fails to cure the breach within 15 days of written notice.

13.6. Notices of termination and default are given, in accordance with Art. 18(3) TCC, through a notary, registered letter with return receipt, telegram or KEP ([DOLDURULACAK]). The methods in 13.2 suffice for ordinary subscription cancellations.

14. Consequences of termination

14.1. Upon termination for any reason, sending stops, open Sequences are ended and Sending Mailboxes are deactivated.

14.2. For 30 days after termination, the Customer may export Recipient, campaign, reply, meeting and Suppression List data in a commonly used machine-readable format (e.g. CSV) through the Platform or by request to the Company.

14.3. Within at most 30 days after the end of the export period, the Customer's operational data and Recipient data are deleted or anonymised; copies in backups are deleted within the normal backup cycle, at most 30 days. Exceptions: (a) on the Customer's instruction under the DPA, Suppression List records are retained in minimal form (one-way hash of the email address, opt-out date and channel) for three years to meet the evidentiary obligation under Art. 13 of the Message Regulation; (b) contract and subscription records that the Company must retain as controller.

14.4. Invoice and payment records are retained by LemonSqueezy under its own legal obligations.

14.5. Provisions which by their nature should survive termination (in particular Sections 14, 15, 17, 19, 20, 25 and 26 and the relevant provisions of the DPA) survive.

15. Intellectual property

15.1. The Platform, software, workflows, templates, prompts, models and all related intellectual and industrial property rights belong to the Company or its licensors. The Customer is granted, for the term of the Agreement, a non-exclusive, non-transferable, non-sublicensable right to use the Service for its internal business purposes.

15.2. Rights in Customer Content belong to the Customer. The Customer grants the Company the permissions necessary to process, reproduce and transmit Customer Content for the purpose of providing the Service and for the term of the Agreement.

15.3. Any rights the Company may hold in email texts generated for the Customer through the Service are deemed assigned to, or licensed in perpetuity to, the Customer so that the Customer can use them in its business.

15.4. The Company may use anonymised and aggregated performance statistics (e.g. reply rates by industry) that do not allow identification of the Customer or Recipients, to improve the Service.

15.5. Suggestions made by the Customer regarding the Service may be used by the Company without any obligation.

16. AI outputs

16.1. Email texts and reply classifications are generated with third-party AI models. The Company passes outputs through automated validation rules (link restrictions, length and language checks, prohibited wording filters); however, AI outputs may contain inaccurate, incomplete or contextually inappropriate statements.

16.2. Reply classification is a probabilistic assessment; the Company does not guarantee that every reply will be classified correctly. In ambiguous cases, the Service is designed to err on the side of adding potential opt-out replies to the Suppression List.

17. Confidentiality

17.1. Each Party shall keep confidential the other Party's trade secrets, pricing, customer and technical information learned under the Agreement, use it only to perform the Agreement and not disclose it to third parties other than employees, advisers and Sub-processors who need to know.

17.2. Information that is public, independently developed by the receiving Party or required to be disclosed by law is excluded; mandatory disclosures are notified to the other Party in advance where possible.

17.3. Confidentiality obligations continue for 3 years after termination.

18. Disclaimer and service level

18.1. The Company does not guarantee that the Service will produce any particular number of replies, meetings, sales or revenue. Results depend on market conditions, the nature of the offer, targeting and Recipients' preferences.

18.2. The Company provides the Service with reasonable care and the diligence expected of a prudent merchant. It does not guarantee that the Service will be uninterrupted or error-free, or that messages will reach recipients' inboxes or will not land in spam folders.

18.3. The Company announces planned maintenance in advance where possible and endeavours to carry it out outside business hours. The target monthly availability of the Platform is 99%; this target is not a commitment.

18.4. The accuracy and currency of contact data obtained from the Apollo.io database depend on the data provider; the Company does not guarantee the accuracy of such data.

19. Limitation of liability

19.1. The Company's total liability arising from this Agreement or the Service, for any cause whatsoever, is limited to the total fees actually paid by the Customer to the Company in the 3 months preceding the event giving rise to the damage.

19.2. The Company is not liable for loss of profit, loss of revenue, loss of business opportunity, loss of reputation, loss of data (except where resulting from the Company's breach of its obligations under the DPA), business interruption or indirect damage.

19.3. The limitations in 19.1 and 19.2 do not apply to damage caused by the Company's intent or gross negligence (Art. 115 TCO), to damage to personality rights or bodily integrity, or to liability that cannot be limited under mandatory law. Under Art. 116 TCO, liability for the acts of the Company's auxiliaries (including Sub-processors) is limited under this Section to the extent permitted by law.

19.4. The Company is not liable for damage arising from the Customer's instructions, Customer Content, inaccuracy of the sender identity details provided by the Customer, or the Customer's failure to fulfil its obligations as service provider or controller under Applicable Law.

20. Indemnity

20.1. The Customer shall hold the Company harmless from and indemnify it against any third-party claims, administrative fines (to the extent recourse is legally possible), and damages arising therefrom including reasonable attorneys' fees and court costs, asserted against the Company due to breach of Sections 7, 8, 9 or 10, Customer Content, or the Customer's unlawful conduct as service provider or controller.

20.2. The Company notifies the Customer of the claim within a reasonable time, cooperates reasonably in the defence, and does not settle to the Customer's detriment without the Customer's written consent.

20.3. The indemnity in 20.1 is not subject to the limitations in Section 19.

21. Force majeure

Events beyond the Parties' control that cannot be prevented by reasonable measures, such as natural disasters, epidemics, war, terrorism, strikes, fire, cyber attacks, general outages of energy or communication infrastructure, large-scale outages of Sub-processors and acts of public authorities, constitute force majeure. The affected Party notifies the other without delay; its obligations are suspended for the duration of the force majeure. If force majeure lasts more than 30 days, either Party may terminate the Agreement by notice; in that case the prepaid fee for the unused period is refunded.

22. Subcontractors and assignment

22.1. The Company may use Sub-processors and other subcontractors to provide the Service; the procedure for Sub-processors is set out in the DPA.

22.2. The Customer may not assign its rights and obligations under the Agreement without the Company's written consent. The Company may assign the Agreement upon notice to the Customer in the event of a merger, demerger, conversion or transfer of the business or the Service.

23. Changes

23.1. The Company may amend this Agreement to reflect changes in the Service, in Applicable Law or in Sub-processors' terms. Changes are notified to the Customer by email and on the Platform at least 30 days before they take effect. If the Customer does not accept a change, it may cancel its subscription before the effective date; in that case the change does not apply to the Customer and the prepaid fee for the unused period is refunded. If the notice period expires without objection, the change is deemed accepted.

23.2. Changes required immediately by a change in law or a decision of a competent authority may take effect immediately upon notice with reasons.

24. Notices

Notices between the Parties are given by email to the Customer's email address registered on the Platform and to the Company at [DOLDURULACAK]. For notices under 13.6, the methods in Art. 18(3) TCC apply. Notices sent to registered addresses are valid unless a change of address has been notified.

25. Evidence agreement

The Parties agree that, in disputes arising from this Agreement, the Company's system records, database records, server and email logs and LemonSqueezy records constitute conclusive evidence under Art. 193 of the Turkish Code of Civil Procedure No. 6100. This does not exclude the right to submit counter-evidence.

26. Governing law and jurisdiction

26.1. This Agreement is governed by the laws of the Republic of Türkiye. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

26.2. Subject to mandatory mediation as a precondition to litigation under Law No. 6325 and Art. 5/A TCC, the Istanbul (Çağlayan) Courts and Enforcement Offices have jurisdiction over disputes arising from this Agreement.

27. Miscellaneous

27.1. Entire agreement: This Agreement, together with the DPA, the Cancellation and Refund Policy, the Privacy Policy and the Sub-processors list, constitutes the entire agreement between the Parties. For matters concerning personal data the DPA prevails; for all other matters this Agreement prevails.

27.2. Severability: The invalidity of any provision does not affect the validity of the others; an invalid provision is deemed replaced by the valid provision closest to its purpose.

27.3. No waiver: Failure to exercise a right does not constitute a waiver of it.

27.4. Independent parties: No partnership, agency, representation or employment relationship exists between the Parties.

27.5. Language: The Turkish text of the Agreement is authoritative. This English translation is for information; in case of conflict, the Turkish text prevails.

27.6. Record: The Company keeps the text of the Agreement in the version accepted by the Customer and provides it on request; the current version is published on this page.

Last updated: [DOLDURULACAK]