B2B SERVICE & SUBSCRIPTION AGREEMENT

MILYONUS A.Ş.


B2B Service & Subscription Agreement

For execution on a per-Client basis

This Service & Subscription Agreement (the "Agreement") is entered into as of [30.06.2026] (the "Effective Date") by and between:

(1) Milyonus A.Ş., a company registered in Türkiye with Tax ID No. 1090917289 and MERSİS No. 8240203032032324, having its registered address at 153/8 Koza Street, Sev Apartment, Gaziosmanpaşa, Büyükesat District, Çankaya/Ankara, 06640, Türkiye ("Milyonus" or the "Company"); and

(2) [CLIENT LEGAL NAME], a company registered at [CLIENT ADDRESS], with registration/tax number [CLIENT TAX/REGISTRATION NUMBER] ("Client"),

each a "Party" and together the "Parties."

1. Background
1.1 Milyonus operates the "Milyonus Interviewer AI Agent," an AI-powered platform that plans, conducts, and analyzes job interviews on behalf of corporate clients (the "Service").
1.2 Client has applied for access to the Service and has been reviewed and approved by Milyonus's Demo Tracking and Approval Board following an online meeting between the Parties.
1.3 The Parties wish to record the commercial and legal terms on which Milyonus will provide the Service to Client.

2. Services
2.1 Milyonus shall provide Client with access to the Service, enabling Client's authorized users to plan interview campaigns, invite Candidates, and receive AI-generated interview recordings, transcripts, scores, and hiring-support reports.
2.2 Milyonus shall process personal data in connection with the Service in accordance with its Privacy Policy and the data processing terms set out in Section 8 below.
2.3 Onboarding and access to the Service remain conditional at all times on Client's continued good standing, including compliance with this Agreement and Milyonus's Terms of Use.

3. Term
3.1 This Agreement shall commence on the Effective Date and continue for an initial term of [SELECT: 1 / 5 / 10] year(s) (the "Initial Term"), unless earlier terminated in accordance with Section 11.
3.2 [Renewal mechanism to be specified: e.g., automatic renewal for successive one-year terms unless either Party provides written notice of non-renewal at least sixty (60) days before the end of the then-current term.]

4. Fees and Payment
4.1 Client shall pay Milyonus the fees set out in the applicable order form or commercial proposal (the "Fees"), which is incorporated herein by reference.
4.2 Fees are payable in accordance with the invoicing schedule specified in the order form. Milyonus does not store Client's or Candidates' payment card or bank transfer credentials; all payments are processed through third-party payment channels that do not share stored financial credentials with Milyonus.
4.3 No refunds. Except as required by mandatory applicable law, all Fees paid under this Agreement are final and non-refundable, including in the event of early termination by Client for convenience.
4.4 Late payments may accrue interest at the maximum rate permitted by applicable Turkish law and may result in suspension of access to the Service.

5. Free Trial (if applicable)
Where the Board has approved a free trial period for Client, the scope, duration, and any conditions of such trial shall be set out in a separate written confirmation. Absent such written confirmation, no free trial applies and Fees are payable from the Effective Date.

6. Client Obligations
Client shall: (a) ensure that all Candidates invited to interview via the Service are informed of, and provide valid consent to, AI-driven recording and analysis of their interview, as required by Milyonus's Privacy Policy; (b) use the Service, and any AI-generated outputs, in compliance with applicable labor, employment, equality, and data protection law in each jurisdiction where Client hires; (c) not rely on Milyonus's AI-generated assessments as the sole basis for any adverse employment decision without independent human review, to the extent required by applicable law; and (d) maintain the confidentiality of its account credentials and promptly notify Milyonus of any unauthorized access.

7. Intellectual Property
7.1 Milyonus retains all right, title, and interest in and to the Service, including its underlying software, AI models, and trademarks. No rights are granted to Client except the limited right to access and use the Service as set out in this Agreement.
7.2 As between the Parties, Client retains ownership of Candidate application data it provides to the Service, subject to Milyonus's rights to process such data to deliver the Service.

8. Data Protection
8.1 The Parties shall comply with their respective obligations under KVKK and, where applicable, GDPR, in connection with personal data processed through the Service.
8.2 Milyonus processes Candidate personal data (including interview recordings, transcripts, and AI-generated assessments) using the sub-processors identified in its Privacy Policy (currently including OpenAI, Anthropic, Daily.co, Retell AI, and infrastructure providers Amazon Web Services, Neon, and Supabase), and retains such data for eighteen (18) months from the date of interview unless a different period is agreed in writing.
8.3 Client warrants that it has, or will obtain, all necessary consents and legal bases to share Candidate contact and application information with Milyonus for the purpose of conducting interviews.
8.4 [If required by counsel: the Parties shall execute a separate Data Processing Addendum governing the roles of controller/processor between Client and Milyonus.]

9. Confidentiality
Each Party shall keep confidential all non-public business, technical, and financial information disclosed by the other Party in connection with this Agreement, and shall use such information solely to perform its obligations under this Agreement, for a period of [THREE (3)] years following disclosure, except information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was lawfully known prior to disclosure; or (c) is required to be disclosed by law or competent authority.

10. Warranty Disclaimer and Limitation of Liability
10.1 Except as expressly stated in this Agreement, the Service is provided "as is." Milyonus does not warrant that AI-generated assessments are error-free or free from bias, and Client remains solely responsible for its hiring decisions.
10.2 To the maximum extent permitted by law, neither Party shall be liable to the other for indirect, incidental, special, or consequential damages. Milyonus's aggregate liability under this Agreement shall not exceed the total Fees paid by Client in the twelve (12) months preceding the claim, except in cases of willful misconduct or gross negligence, or where mandatory law provides otherwise.

11. Term and Termination
11.1 Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach that remains uncured for thirty (30) days after written notice, or becomes insolvent or subject to bankruptcy proceedings.
11.2 Milyonus may suspend or terminate Client's access immediately if Client's use of the Service violates applicable law, poses a security risk, or breaches Section 6.
11.3 Upon termination or expiry, Client's right to access the Service ceases. Section 4.3 (No Refunds), Section 7 (Intellectual Property), Section 8 (Data Protection, with respect to data already processed), Section 9 (Confidentiality), and Section 10 (Liability) shall survive termination.

12. Force Majeure
Neither Party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including natural disasters, war, governmental action, internet or infrastructure failures, or failures of third-party AI or cloud providers.

13. Governing Law and Dispute Resolution
This Agreement is governed by the laws of the Republic of Türkiye. The Parties submit to the exclusive jurisdiction of the Ankara (Çankaya) courts and enforcement offices, unless the Parties agree in writing to arbitration or another dispute resolution mechanism for a specific transaction.

14. General
14.1 Entire Agreement. This Agreement, together with any order form, the Terms of Use, and the Privacy Policy, constitutes the entire agreement between the Parties regarding the Service and supersedes all prior discussions.
14.2 Assignment. Client may not assign this Agreement without Milyonus's prior written consent.
14.3 Notices. Notices under this Agreement shall be sent to the addresses set out above, or to ayaz@milyonus.com for Milyonus.

14.4 Severability. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

For Milyonus A.Ş.
— Name: Ayaz Hamza Altay
— Title: Founder

For [CLIENT LEGAL NAME]
— Name: __________________
— Title: __________________