General Service Agreement

GENERAL SERVICE AGREEMENT

ARTICLE 1. PARTIES

This Agreement is entered into between ADABTE SAĞLIK DANIŞMANLIK İTH. İHR. SAN. TİC. LTD. ŞTİ. ("SERVICE PROVIDER"), located at Sümer Mahallesi B. Angın Bulvarı S. Elitaş Apt. No:1 Kat:9/17, 01140 Seyhan – Adana / Turkey, on the one hand, and the natural or legal person ("USER") who registers through the website www.callsender.ai ("Site"), whose information is contained in the registration form, and who approves this Agreement electronically, on the other hand.

The SERVICE PROVIDER and the USER shall hereinafter be referred to individually as a "Party" and collectively as the "Parties."

ARTICLE 2. SUBJECT AND SCOPE OF THE AGREEMENT

2.1. The subject of this Agreement is to determine the procedures and principles for the use of the "Callsender AI" software ("Software" or "Service"), the ownership and intellectual rights of which belong to the SERVICE PROVIDER, by the USER within the package selected through the website.

2.2. The technical scope, usage limits, and fee of the Service are determined according to the current service package selected and paid for by the USER through the website (www.callsender.ai) at or after the time of registration.

2.3. By electronically approving this Agreement, the USER is deemed to have accepted all responsibility for the data uploaded to the system ("Content") and for the terms of use of the Service.

ARTICLE 3. SERVICE PACKAGES, BALANCE AND BILLING

3.1. Package Selection and Balance Loading: To benefit from the Service, the USER may select one of the current service packages available after registering through the website (www.callsender.ai) or may load usage balance to their account. The content (minute limits, features, validity period, etc.) and fees of the packages offered are announced on the relevant pages of the user account.

3.2. Package Details and Terms of Use:

• Minute Billing: The per-minute rate for the selected package is the unit price applicable when the package balance is exceeded or for calls outside the balance.

• Data and Communication Limits: "Potential Company Data Addition" and "Contact Information Addition" limits refer to the maximum number of records the USER can upload to or access through the system.

• Payment: The total amount ($) for the selected package will be collected within the framework of the payment conditions set out in Article 5.

3.3. Terms of Use:

• Subscription-Based Use: USERS who purchase a monthly package are required to use the limits within the package during the relevant period. Unused rights do not carry over to the next period unless otherwise stated in the relevant package details. If the package balance is exhausted before the end of the period, the USER may continue to use the service without interruption by purchasing a new package within the same month.

• Balance-Based Use: Usage balances loaded to the account are deducted in real time based on the unit costs of calls and transactions made. The service of an account with a depleted balance is automatically suspended until new balance is loaded.

ARTICLE 4. USE OF SERVICE AND OBLIGATIONS OF THE PARTIES

4.1. Right of Use and Limitations

Under this Agreement, the USER is granted a non-exclusive, non-transferable, and non-sublicensable simple license (right of use) to use the Software, limited to the term and purpose of the Agreement. All intellectual and industrial property rights in the Software and all related components belong exclusively to the SERVICE PROVIDER, and the USER’s right of use of the Software does not include the economic rights recognized under Law No. 5846 on Intellectual and Artistic Works; such rights are reserved by the SERVICE PROVIDER. In the event that third parties assert rights over the Software, liability for such claims shall rest with the SERVICE PROVIDER; however, in the event that the USER suffers damages and it is determined by a final court judgment that such damages arise from the fault of the SERVICE PROVIDER, the SERVICE PROVIDER’s liability for compensation shall in any event be limited to the total purchase amount paid by the USER to the SERVICE PROVIDER in the last 12 (twelve) months.

4.2. Legal Compliance and Content Responsibility

The USER undertakes to comply with Law No. 6563, IYS regulations and all applicable legislation in all calling and messaging activities conducted through the Software, and guarantees that all necessary permissions for making calls or sending messages have been obtained.

The USER guarantees that the contact information uploaded to the system has been obtained lawfully and that the necessary consents have been obtained from the persons to be called. The SERVICE PROVIDER only provides technical infrastructure and is not obligated to oversee the legal compliance of the content transmitted. All responsibility for call scripts, scenarios, messages, AI outputs, and call results automatically generated by the Software or prepared upon the instruction of the USER rests with the USER. The USER acknowledges and declares that the SERVICE PROVIDER only provides technical infrastructure and is not responsible for the legal compliance, accuracy, timeliness, or any harm that content may cause to third parties. Only the USER shall be responsible for any administrative and criminal sanctions and claims that may arise due to unlawful data use, unauthorized calls, misleading content, or other illegal transactions.

4.3. Access and Security

The USER is personally responsible for the security of the username and password assigned to them. The SERVICE PROVIDER shall not be held responsible for damages arising from unauthorized use of such information. The USER is obligated to immediately notify the SERVICE PROVIDER if they become aware of unauthorized access to their account. Following notification, the SERVICE PROVIDER shall immediately change the USER's login credentials and communicate them to the USER.

ARTICLE 5. FINANCIAL PROVISIONS

5.1. Fee and Payment

The service fee is the amount in US Dollars ($) corresponding to the package specified in the user account in the system and selected by the USER. Payments are made through online payment methods (credit card, etc.) offered in the system, or by wire transfer/EFT to the bank accounts (IBAN) notified by the SERVICE PROVIDER. For online payments, the real-time bank exchange rate automatically presented by the system is used. For USERS who wish to pay by IBAN, the relevant bank account details will be provided at the payment stage. For payments made by IBAN, the T.R. Central Bank Effective Selling Rate on the date of payment shall apply. The SERVICE PROVIDER reserves the right, at its own initiative, to fix the exchange rate for certain periods.

5.2. Commencement of Service

For IBAN payments, service use commences once the relevant payment is received in the SERVICE PROVIDER’s accounts; for payments made through the Callsender AI website (www.callsender.ai ), the USER activates the selected package themselves. Unless otherwise agreed, services for which payment has not been made shall not be initiated.

5.3. Right to Change Price, Package Scope and Service Terms

The SERVICE PROVIDER may change the package scope, per-minute costs, usage limits, and pricing policies due to the technical requirements of the software, third-party service provider and operator costs, AI infrastructure expenses, or other reasons affecting the sustainability of the service. Such changes are announced through the website www.callsender.ai or the user panel; the USER is obligated to periodically check these channels to stay informed about current package terms. If the USER's current package was purchased before the notification of changes, such changes shall only take effect upon the next package purchase; during the current package period, the terms and usage limits at the time of purchase shall apply. In the event that third-party providers suddenly change their prices or access conditions, the SERVICE PROVIDER may temporarily suspend calls to the relevant country or operator or narrow the scope of the service; this shall not constitute a breach of contract or service defect, and the USER agrees not to claim compensation for this reason. If the USER does not accept the changes, they may terminate the Agreement with notice before the effective date; in such case, the USER may continue to use their usage rights within the current package until the end of the period but may not claim a cash refund. However, in the event that the service cannot be provided at all due to a defect on the part of the SERVICE PROVIDER, or if the changes make the quality of the service materially worse, the USER may immediately terminate the Agreement and claim a refund for the portion of the package fee corresponding to the unused balance.

ARTICLE 6. CONFIDENTIALITY AND INTELLECTUAL PROPERTY PROVISIONS

6.1. The Parties acknowledge and agree that they are subject to the provisions of the "Mutual Non-Disclosure Agreement" published on the website www.callsender.ai and constituting an integral annex to this Agreement, with respect to all obligations relating to confidentiality, protection of trade secrets, data security, information sharing, usage restrictions, and intellectual property.

By approving this Agreement electronically, the USER declares that they have read, understood, and expressly accepted the "Mutual Non-Disclosure Agreement" in effect on the date the Agreement is formed. In the event that the "Mutual Non-Disclosure Agreement" is updated, the changes shall only apply to agreements entered into after the date of such update. For existing USERS, the entry into force of the changes shall be subject to notification to the USER and the USER's explicit consent.

The provisions of the "Mutual Non-Disclosure Agreement" shall be interpreted together with this Agreement; however, they shall take precedence, but only with respect to matters of confidentiality and intellectual property.

6.2. In this context, the provisions of the Agreement shall apply in the same manner to any confidential information, know-how, technical knowledge, methods, business models, customer data and other information shared between the Parties in written, oral, electronic, or any other form.

All data and content uploaded to the system by the USER or processed within the scope of the service belongs to the USER. The SERVICE PROVIDER uses such data only for the purposes of providing, developing, and securing the service and fulfilling its legal obligations.

All intellectual and industrial property rights relating to the Software, AI systems, algorithms, and service infrastructure belong to the SERVICE PROVIDER.

Outputs produced by artificial intelligence belong to the USER. However, the USER is responsible for the consequences of such outputs. The SERVICE PROVIDER provides no guarantee for such outputs.

The SERVICE PROVIDER may anonymize data for the purpose of improving the service and use the results obtained from such analyses.

6.3. In the event of any conflict between the Service Agreement and the provisions of the Agreement, the NDA provisions shall take precedence, but only with respect to matters of confidentiality and intellectual property. In all other matters, the provisions of this Agreement shall apply.

ARTICLE 7. PROTECTION OF PERSONAL DATA

7.1. Roles of the Parties:

With respect to personal data belonging to customers, suppliers, employees, and third parties processed under this Agreement, the USER acts as the "Data Controller" and the SERVICE PROVIDER acts as the "Data Processor" within the meaning of Law No. 6698.

7.2. Purpose and Limits of Data Processing:

The SERVICE PROVIDER processes personal data solely and exclusively for the purposes of performing the Agreement, providing services, ensuring system security, detecting malfunctions, maintaining log records, performing backups, and fulfilling obligations arising from legislation.

Temporary copying, caching, logging, backup, and security-related processing carried out within the scope of technical requirements constitute data processing. These operations are performed solely and exclusively for the purposes of providing the service, ensuring system security, and fulfilling legal obligations. Personal data may not be transferred to third parties without the USER's instructions, and the SERVICE PROVIDER may not use such data for its own purposes.

7.3. Transfer of Data Abroad:

In accordance with the technical infrastructure requirements of the service provided by the SERVICE PROVIDER, as well as cloud computing systems and AI modeling requirements, personal data may be processed and/or stored on servers located abroad.

In this context, the USER acknowledges being informed and having given explicit consent where required, within the framework of the "International Data Transfer Clarification and Explicit Consent Text" presented to them digitally during the system registration (onboarding) process.

The Parties have agreed that electronic records shall serve as the basis for this process, without the need for a physical annex to be signed.

7.4. Technical and Administrative Measures:

The SERVICE PROVIDER is obligated to take the necessary technical and administrative security measures to prevent unlawful processing and access to personal data and to ensure the safekeeping of such data, in accordance with Article 12 of Law No. 6698 on the Protection of Personal Data and related legislation.

The technical and administrative measures specified in this article are not exhaustive; where deemed necessary for the purpose of ensuring data security, taking into account the nature of the specific case, technological possibilities, and risk levels, additional measures shall be taken by the SERVICE PROVIDER. The SERVICE PROVIDER acknowledges, declares, and undertakes that it will take reasonable, appropriate, proportionate, and industry-standard measures to prevent and remedy potential data security risks.

7.5. Data Breach Notification:

In the event of a personal data breach or upon becoming aware of such a breach, the SERVICE PROVIDER shall notify the USER in writing within a maximum of 36 hours via the registered email address in the system or through the user panel. The obligation to notify the Personal Data Protection Authority (KVKK) regarding the data breach rests with the USER in its capacity as data controller. The Parties acknowledge and agree that they are obligated to compensate for damages arising from a data breach in proportion to their respective fault and within the liability limits set forth in this Agreement.

7.6. Use of Subcontractors:

The service may benefit from technical subcontractors providing cloud services, operators, data centers, and security/logging services.

The SERVICE PROVIDER exercises reasonable diligence in selecting such subcontractors and undertakes to have taken the necessary measures for data security. Subcontractors are deemed authorized within and limited to the data processing activities consented to by the USER.

7.7. Return and Deletion of Data:

In the event of termination of this Agreement for any reason, the SERVICE PROVIDER shall delete or anonymize the USER’s data within its own systems no later than 7 (seven) days from the date of termination of the Agreement, subject to applicable legislative provisions.

Necessary actions shall be taken to ensure that data held by third-party service providers and/or business partners with whom the SERVICE PROVIDER collaborates under this Agreement is deleted or anonymized within a maximum of 30 (thirty) days from the date of termination. Following the completion of the deletion and/or anonymization procedures, a deletion and disposal report confirming the completion of the relevant procedures shall be prepared digitally and shared with the USER via the registered email address in the system, upon the USER’s written request.

7.8. Liability:

In the event of breach of their data security obligations, the Parties shall be obligated to compensate for the direct damages arising from such breach that are determined by competent courts.

However, the total liability of the Parties in respect of any administrative fines, compensation, claims, and other liabilities that may arise from breaches of data security obligations under this Agreement shall, in proportion to their respective fault, in any event be limited to the total service fee paid by the User to the Service Provider under the relevant agreement in the last 12 (twelve) months.

ARTICLE 8. SERVICE LEVEL AGREEMENT (SLA) AND INCIDENT RESPONSE

8.1. The SERVICE PROVIDER acknowledges and declares that it will exercise reasonable technical diligence to ensure the continuity of the platform. Technical issues affecting the operation of the Software are classified as Simple, Medium, and Critical. This classification is determined by the SERVICE PROVIDER taking into account the impact of the issue on the service, its scope, and the priority of resolution.

8.2. The SERVICE PROVIDER acknowledges and declares that it will respond to reported issues within a maximum of 5 hours and will make every effort to resolve them within 2 to 7 business days depending on the severity of the issue.

8.3. Interruptions arising from third-party service providers (cloud servers, operators, AI model providers) and previously announced maintenance work are outside these timeframes and the SERVICE PROVIDER’s liability, and disruptions arising in this context may not be considered a service defect or breach of contract under this Agreement. Such situations shall not be taken into account in the calculation of SLA periods.

ARTICLE 9. LIMITATION OF LIABILITY AND COMPENSATION PRINCIPLES

9.1. Services Provided "As Is"

The SERVICE PROVIDER provides the platform "as is" within the framework of technological possibilities. Due to technical dependencies on cloud computing infrastructure, internet access operators, and third-party AI model providers, 100% uninterrupted or error-free operation of the Service is not guaranteed. The SERVICE PROVIDER undertakes to exercise the necessary technical care in accordance with industry standards to ensure the continuity of the Service and to minimize errors; however, this may not be interpreted as an "uptime guarantee."

9.2. Cap on Compensation

The SERVICE PROVIDER's total financial liability (compensation, administrative sanction recourse, penalty clauses, etc.) arising from this Agreement or related to the Service shall, except in cases of gross negligence or intent, in any event be limited to the total net service fee paid by the USER to the SERVICE PROVIDER in the last 12 (twelve) months prior to the date on which the relevant incident occurred.

9.3. Exclusion of Indirect Damages

The SERVICE PROVIDER shall not be held responsible for indirect, consequential, or incidental damages such as data loss, loss of profit, business interruption, loss of opportunity, or third-party claims, unless there is gross negligence or intent directly attributable to the SERVICE PROVIDER. Responsibility for the content of AI outputs (Outputs) or liability arising from the use of such outputs rests entirely with the USER.

9.4. Proof and Payment Procedure

Compensation claims by the USER shall only be processed upon proof of the existence of actual damage and determination by competent authorities that such damage arises from the fault of the SERVICE PROVIDER. The Parties agree that final and agreed compensation amounts shall be paid following a reasonable review period and in accordance with banking practices. Immediate or advance payment of uncertain or unproven damages may not be demanded.

9.5. Terms of Use

The liability limitations in this article shall be interpreted as a whole together with the “Terms of Use” published at www.callsender.ai and accepted by the USER.

ARTICLE 10. FORCE MAJEURE

Natural disasters, earthquakes, floods, fires, strikes, lockouts, war, riot, terrorist attacks, large-scale cyberattacks, national and regional internet and infrastructure failures, power outages, actions of official authorities, sudden changes in legislation, and other events beyond the reasonable control of the parties shall constitute force majeure. If a force majeure event directly affects a party's obligations under the Agreement and temporarily makes performance impossible, such party shall notify the other party within 72 hours at the latest. In such case, the party's obligations shall be suspended for the duration of the force majeure event and shall not constitute a breach of contract. Problems arising from third-party infrastructure providers may not be attributed to the fault of the Service Provider. If the force majeure event exceeds 30 days, either party may unilaterally terminate the Agreement without compensation.

ARTICLE 11. RESPONSIBILITIES OF SUBCONTRACTORS

The SERVICE PROVIDER may benefit from third-party infrastructure providers, software service providers, telecommunications operators, and similar subcontractors within the scope of providing the service.

Delays, interruptions, performance degradation, access issues, or similar technical failures arising from the infrastructure, services, and facilities provided by subcontractors shall not constitute a breach of contract or defective performance, provided that they do not arise from the direct fault of the SERVICE PROVIDER.

The SERVICE PROVIDER is obligated to exercise reasonable diligence in selecting subcontractors, to take commercially reasonable measures to ensure service continuity, and to make every effort to resolve any disruptions that may arise.

In the event of partial or complete disruption of the service due to problems arising from subcontractors, the SERVICE PROVIDER shall be obligated to take the necessary actions to remedy the situation and shall keep the USER informed during this process.

The SERVICE PROVIDER’s liability for any damages arising from the actions and transactions of subcontractors shall be limited to the liability limits set forth in this Agreement.

ARTICLE 12. ASSIGNMENT AND TRANSFER

Neither party may assign or transfer the rights and obligations arising from the Agreement to a third party without obtaining the prior written consent of the other party. Otherwise, any such assignment or transfer shall not be binding and shall be null and void.

ARTICLE 13. TERM, TERMINATION OF AGREEMENT AND BALANCE LIQUIDATION

13.1. Term

This Agreement comes into force on the date it is electronically approved by the USER and/or the first package purchase is made, and remains valid for the duration of the selected package. If the USER purchases a new package or renews the existing package (automatically or manually), this Agreement shall be deemed automatically extended for the new package period without any new action being required, with all its provisions intact.

If the USER does not purchase a new package or cancels their subscription, the Agreement shall automatically terminate without any formality upon the expiration of the active package period.

13.2. Termination by the User

a) In the event of a data breach caused directly by the fault of the SERVICE PROVIDER resulting in the unauthorized access to personal data belonging to the USER;

b) In the event that the Service becomes completely inaccessible for 5 (five) consecutive business days due to the SERVICE PROVIDER’s own technical fault, excluding force majeure events, planned maintenance work, and disruptions arising from third-party infrastructure providers beyond the SERVICE PROVIDER’s control, the USER may terminate the Agreement. Periods during which infrastructure or network issues beyond the SERVICE PROVIDER’s control continue shall not be taken into account in the calculation of this period.

c) The SERVICE PROVIDER shall not be responsible for regulatory violations arising from the USER’s instructions or data provided. If it is conclusively determined by a competent court or administrative authority that the SERVICE PROVIDER has made the service unlawful through its own actions, the USER may terminate the Agreement.

13.3. Termination by the Service Provider

The SERVICE PROVIDER reserves the right to immediately terminate the Agreement by giving written notice to the USER in the event that:

1. The USER fails to make payment for more than 15 days from the signing of a pro forma invoice;

2. The USER performs any transaction that threatens the security of the software, manipulates the system, constitutes an attempted hack, or disrupts the integrity of the software;

3. The USER uses the Service in a manner that infringes the intellectual property rights, personal rights, or commercial reputation of third parties;

4. The USER makes false statements about the SERVICE PROVIDER, thereby damaging its commercial reputation;

5. The USER uses the Service outside its intended purpose, or in a malicious, fraudulent, spam/threatening, or manner that violates automated call restrictions;

6. Continued provision of the Service becomes technically impossible due to the USER;

7. The USER processes data in violation of applicable data protection legislation, engages in unauthorized communication activities, or makes unlawful use of data;

8. The USER's account is subject to unauthorized use or is found to have been abused by third parties;

9. The USER's breach of this Agreement is not remedied within a reasonable period despite notification by the SERVICE PROVIDER;

10. The USER's activities create legal, administrative, or technical risks for the SERVICE PROVIDER, or continued provision of the service is not possible under applicable legislation.

13.4. Balance Liquidation

In the event of rightful termination as set forth in this article, service fees actually used by the USER up to the date of termination shall not be refunded.

If the USER has an unused balance in respect of prepaid packages or usage rights, such balance shall be calculated as of the date of termination and refunded to the USER.

ARTICLE 14. OTHER PROVISIONS

14.1. Evidence Agreement

The Parties agree that the commercial books, computer records, logs, correspondence, and database records of both parties shall constitute the beginning of written evidence within the meaning of the Code of Civil Procedure in any disputes arising from this Agreement.

14.2. Notifications

14.2.1. The Parties accept the following email addresses as their legal notification addresses for all notifications, warnings, and service of process under this Agreement:

SERVICE PROVIDER Email: info@callsender.ai

USER Email: The current email address provided by the USER at the time of registration.

14.2.2. The USER acknowledges, declares, and undertakes that notifications sent to the email address registered in the system shall produce all the legal consequences of a valid notification from the date of receipt. If changes to the email address are not communicated to the other Party in writing within 7 (seven) days, any communications sent to the current email address shall be deemed to have been received.

14.3. Competent Court

This Agreement and its implementation shall be governed by and construed in accordance with the laws of the Republic of Turkey. The Parties have mutually agreed that in the event of any dispute, the Istanbul Courts and Enforcement Offices shall have jurisdiction.

14.4. Waiver

The failure of either party to exercise or the delay in exercising any right under this Agreement shall not constitute a waiver of such right. Waiver can only be made expressly in writing; waiver claims not made in writing shall be invalid. Any period, flexibility, tolerance, or exception granted by the Parties to each other may not be interpreted as the Parties having forfeited their contractual rights.

ARTICLE 15. ENTRY INTO FORCE AND ELECTRONIC APPROVAL

This Agreement enters into full force and effect when the USER checks the relevant checkbox during the registration process on the website www.callsender.ai or actually begins using the platform services, in accordance with Law No. 6098 of the Turkish Code of Obligations. The USER's login to the system or purchase of a package constitutes an expression of will regarding the terms of the Agreement.

The Parties acknowledge that the timestamped log records, IP addresses, and transaction records maintained in the system with respect to the approval process herein constitute valid and binding evidence in accordance with the Code of Civil Procedure (Law No. 6100).