Callsender

NON-DISCLOSURE AGREEMENT (NDA)

This Non-Disclosure Agreement ("Agreement") sets out the mutual commitments of the Parties named below, who have agreed to the terms of this Agreement.

The Parties have agreed that the mutual sharing of Confidential Information belonging to each other or to their affiliates/related companies is necessary for the purpose ("Purpose") of exploring mutual business opportunities. The parties to this Agreement are ADABTE SAĞLIK DANISMANLIK İTH. İHR. SAN. TİC. LTD. ŞTİ., with a tax identification number of 0070604550, located at Sümer Mahallesi B.Angın Bulvarı S. Elitaş Apt No:1 Kat:9/17, 01140 Seyhan-Adana-Turkey, and the users of the Callsender AI Application referred to as a "Party" and collectively as the "Parties."

CONFIDENTIALITY PROVISIONS

The Receiving Party shall receive and use the Disclosing Party's Confidential Information solely for the Purpose and shall not use it for any other purpose. Unless otherwise stated herein, the term "Disclosing Party" includes all Affiliates of the Disclosing Party and the term "Receiving Party" includes all Affiliates of the Receiving Party. An "Affiliate" of a Party means any domestic or foreign person, partnership, joint venture, company or other form of enterprise, including parent companies or subsidiaries, that directly or indirectly controls, is controlled by, or is under common control with such party. A "Representative" of a Party means its directors, officers, employees, managers, members, partners, representatives and agents, including its attorneys, advisors, lenders, investors and financial advisors.
"Confidential Information" means all non-public tangible and intangible agreements, documents, reports, records, data and other information (stored or produced in written, printed, oral, visual, or electronic/digital form), whether or not prepared by the Disclosing Party, its Representatives or otherwise, relating to the Disclosing Party and including all information relating to its business, including finance, tax positions, markets, customers, vendors, suppliers (including but not limited to facility tours), services, products, pricing, proposals, know-how, business methods, manufacturing processes, hedging, trade secrets, plans, software, hardware and other technical information, and information received from third parties that the Disclosing Party is obligated to treat as confidential. Confidential Information also includes all notes, analyses, compilations, studies, summaries, and other materials prepared by the Receiving Party or its Representative that contain or are based in whole or in part on the foregoing information. Confidential Information shall also include the terms and existence of this Agreement. Confidential Information may include private or confidential materials subject to applicable laws regarding the confidentiality of communications or trade secrets. As used in this Agreement, the term "trade secret" means Confidential Information that (i) derives actual or potential economic value because it is not generally known and cannot be readily ascertained through proper means by other persons who could derive economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
Notwithstanding anything to the contrary in Section 2, Confidential Information does not include information that: (a) is known by the Receiving Party prior to receipt hereunder, as shown in its written records; (b) is or becomes publicly available other than through any act or fault of the Receiving Party; (c) is used or disclosed with prior written consent of the Disclosing Party; (d) is obtained by the Receiving Party from a third party that, to the Receiving Party's best knowledge, lawfully possesses such information and did not acquire it directly or indirectly from the Disclosing Party under a confidentiality obligation; or (e) is required by law to be disclosed (e.g., through a court order or a data request from a governmental authority with competent jurisdiction); provided, however, that the Receiving Party shall give at least ten (10) days prior written notice to the Disclosing Party before disclosing such information pursuant to this Subsection 3(e) and shall cooperate fully with the Disclosing Party in its efforts to obtain a protective order or otherwise prevent the disclosure of such Confidential Information.
The Disclosing Party shall not be obligated to disclose any or all of its Confidential Information to the Receiving Party by reason of this Agreement.
The Receiving Party shall not disclose any of the Disclosing Party's Confidential Information to any third party or to the Receiving Party's Representatives, except to those Representatives who need to have the Confidential Information to accomplish the Purpose. The Receiving Party shall take reasonable measures to maintain the confidentiality of the Disclosing Party's Confidential Information and to prevent its disclosure and unauthorized use. Without limiting the foregoing, the Receiving Party shall take at least the same measures it takes to protect its own most highly confidential information, but no less than commercially reasonable standards, and shall ensure that Representatives with access to the Disclosing Party's Confidential Information are bound by similar use and non-disclosure obligations as those set forth herein before such Confidential Information is disclosed to such Representatives. The Receiving Party acknowledges and agrees that it shall be responsible for any breach of this Agreement by its Representatives as though such Representative were the Receiving Party itself.
The Receiving Party shall not use the Disclosing Party's Confidential Information in any way that would harm or compete with the Disclosing Party, including without limitation by reverse engineering, disassembling, or decompiling any prototype, software, source code, object code, or other tangible item containing the Disclosing Party's Confidential Information. No tangible Confidential Information disclosed to or otherwise obtained by the Receiving Party shall be copied or reproduced in any manner without the prior written consent of the Disclosing Party. All Confidential Information (together with all copies or reproductions permitted by the Disclosing Party) shall be and remain the property of the Disclosing Party and shall be returned promptly to the Disclosing Party upon the Disclosing Party's written request or destroyed upon the Disclosing Party's request (and documented as destroyed by the Receiving Party). All authorized copies of Confidential Information made by the Receiving Party shall repeat the Disclosing Party's proprietary rights notices contained therein.
The Receiving Party shall promptly notify the Disclosing Party upon becoming aware of any unauthorized use, disclosure, copying, distribution or misuse of the Disclosing Party's Confidential Information, or any breach of this Agreement by the Receiving Party, and shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of the Confidential Information, mitigate the consequences of its disclosure, and prevent further unauthorized use.
The Disclosing Party represents that, to the best of its knowledge and belief, it has the right to disclose its Confidential Information for the purposes stated herein.
This Agreement is not intended to create or evidence any partnership, joint venture, agency or similar relationship. Nothing herein is intended to grant any right or license to either party under any patent, trademark, working right, invention, copyright, trade secret or other intellectual property right owned or controlled by the other party. Nothing herein shall obligate either party to proceed with any transaction between them or to purchase or provide any product or service from or to the other party, or to provide Confidential Information to the other party. Each party reserves the right, in its sole discretion, to terminate discussions contemplated herein and discontinue other disclosures, communications or other activities contemplated herein by giving written notice to the other party.
Neither party shall issue any press release, advertisement or promotional material regarding this Agreement without the prior written consent of the other party. Such consent shall not be unreasonably withheld or delayed. Before responding to any inquiries from the news media regarding this document received by either party, the parties shall coordinate their responses with each other.
All notifications to the parties under this Agreement, including Confidential Information (marked as confidential), shall be in writing and sent to the e-mail address of the signatory of the party indicated below. Either party may change such name and address by giving notice to the other party under this Agreement, and such change shall be effective immediately upon receipt of such notice.
The Parties acknowledge that the Confidential Information is unique and valuable and that its disclosure in the event of a breach or threatened breach of this Agreement would cause irreparable harm to the Disclosing Party for which monetary damages alone would not be an adequate remedy. Accordingly, the Parties agree that, in the event of a breach or threatened breach of this Agreement, the Disclosing Party shall be entitled to specific performance and injunctive or other equitable relief (without the requirement to post a bond or other security) as a remedy for such breach or anticipated breach. Such injunctive relief shall include the recovery of all direct damages and reasonable expenses related to the enforcement of this Agreement, including attorneys' fees, and such relief shall be in addition to, rather than in lieu of, any appropriate remedy in the form of monetary damages.
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Turkey, without reference to conflict of law provisions. By signing this Agreement, both parties agree to submit to the exclusive jurisdiction and venue of the Istanbul courts.
This Agreement contains and constitutes the entire agreement of the parties and supersedes all prior oral or written negotiations, understandings and agreements relating to the subject matter of this Agreement. No provision of this Agreement may be changed, amended, modified or waived except by a written document signed by both parties.
This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original when signed and delivered, but all of which together shall constitute one and the same instrument.
If any provision of this Agreement is held to be invalid, illegal or unenforceable by a competent court, all other provisions of this Agreement shall remain unaffected.
This Agreement has been negotiated between the parties with the assistance of each party's counsel and shall not be deemed to have been prepared by or to be the product of any party. Accordingly, this Agreement shall not be construed in favor of or against either of the parties. The words "hereof," "herein" and words of similar import shall, unless otherwise specified, be construed to refer to this Agreement as a whole. The word "include" shall be broadly construed and shall be deemed to include the words "without limitation."
No failure or delay in exercising any right, power or privilege arising under this Agreement shall constitute a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any such right, power or privilege.
This Agreement shall remain in effect indefinitely from its effective date. Either party may terminate the Agreement at any time by giving written notice. Termination of the Agreement shall not extinguish rights and obligations that have arisen prior to the date of termination.

Users’ access to the application by clicking the consent checkboxes during registration shall constitute mutual acceptance of the terms of this Agreement.