1. PARTIES OF AGREEMENT
This privacy agreement (“Agreement”) is made between ……………………………………………………………………………. .……………………………………………………….…………..……..………. (Tax No: ……………..….…….) (“Customer”) resident in …………………………………………………………………………………………………………. and Narbulut Bilgi Teknolojileri San. ve Tic. A.Ş. (Tax No: 6291149584) resident in Atatürk Bulvarı Deposite İş and Outlet Merkezi A1 Blok No: 325A İkitelli Başakşehir / İstanbul (“Service Provider”) established under related laws of Republic of Turkey for NarBulut Back-Up application www.narbulut.com (“Application”). Service Provider and Customer will collectively be referred as “Parties”.
2. SUBJECT OF AGREEMENT
According to present commercial relationship between Parties and / or any existing or future service contract (“Service Agreement”); both Parties agree to sign this Agreement for any type of information provided in any type of environment including but not limited to written, oral, electronic environment during offer stage and execution of Service Agreement. Terms and conditions of this Agreement shall apply to the commercial relationship between the Parties.
3. DEFINITION OF PRIVATE INFORMATION
All types of information including but not limited to any or all ideas, inventions, works, methods, progress and patents, copyrights, trademarks, trade secrets, legal protections or other issues which are disclosed to the workers, agents or employees of the other party, its employees, agents or employees, any other novelty and any commercial, financial, operational or technical written or oral communication between the Parties which is shared between the Parties for the negotiation, execution and / or performance of this Agreement, terms and content of this Agreement, written and oral information obtained by Service Provider during commercial relationship with Customer and any information uploaded to the system with the Application is considered as Confidential Information.
By reserving the right of provisions of Private Information of this Agreement, Service Provider may maintain personal data of Customer in accordance with the mandatory procedures to be performed pursuant to the relevant law under the Law on Personal Data Protection No. 6698, and shall only include the company name, address, tax number, will be able to process e-mail address and telephone information, and organize information and documents that will be based on the paper or electronic media.
4. LIABILITIES OF PARTIES
4.1. Employees of Customer that are authorised to access to platform provided by Service Provider shall be called Authorised Users. Under no circumstances will the Customer assume any liability whatsoever for any action taken by the Service Provider in the event of any breach of this Agreement by the Service Provider, in which case the legal sanctions arising from the transactions with the user name and passwords of the Authorized Users are the sole responsibility of the Service Provider. Customer is obliged to inform the Service Provider immediately if authorization granted to Authorized User is withdrawn or if any employee uses the Panel in an unauthorized way. Service Provider shall define removal of authorisation of demanded user immediately and prevent access of that user to system. Customer shall have current authorisation until notifying Service Provider about withdrawing or changing authorisation of current Authorised User. Customer has full responsibility for the actions such as bankruptcy, liquidation or termination of commercial activities for any reason under this Agreement by “password” and “authorized user information” of Customer due to late notification and declare and undertake that the Service Provider shall have no responsibility.
4.2. Service Provider offers a Panel to Customer for Customer to manage his/her own users. This Panel is only provided to users assigned to manage this Panel and this user shall not access and view Customer information. Service Provider should provide a training for usage of Application with “Nar Bulut User Manual” to prevent security problems caused by user errors or negative events that arise from article 4.1.
4.3. Obtaining, recording, storing, altering, deleting or destroying, reorganizing or otherwise making available, restricting its use or limiting its use or preventing its use or use of personal data of customer, employees, potential customer or subscribers of Customers shall only be possible according to Objectives of such processing with prior written consent of Customer.
4.4. Any information provided by the Customer to Service Provider under this Agreement, or any information that Service Provider may access under the Service Agreement shall not be used for any other purpose other than the above-mentioned purpose without the prior written consent of the Customer. Service Provider agrees, declares and undertakes that Service Provider shall be liable for any damages that may arise acting contrary to this provision and any consequences that may arise against the Customer.
4.5. Service Provider undertakes not to disclose Confidential Information received from Customer, provide such information only to employees who need such information for to perform their jobs, for fulfilment of this Agreement and undertake that employees, partners, consultants and other related persons are also bound by this confidentiality obligation.
4.6. Disclosure of Confidential Information to the Service Provider implicitly or explicitly does not imply that the Service Provider is granted any trademark, patent, copyright, or other industrial or intellectual property rights or licenses or any such permission Any Disclosed Information shall be deemed to be intended to violate any representations, warranties, insurance, warranties or other rights of trademarks, patents, copyrights, or any other intellectual property rights or any other third party’s rights to the Service Provider.
4.7. Although taking all necessary precautions and measures, in accordance with related laws of Republic of Turkey where there are legitimate reasons Service Provider can narrow the scope of offered services or completely stop these services by notifying the Customer in written form and seven (7) business days prior to such event.
4.8. Service Provider is obliged to comply with all applicable Confidential Information and any applicable legislation related to the products.
4.9. Disclosure of Confidential Information against the provisions of this Agreement constitutes a fundamental breach of this Agreement. Service Provider will compensate Customer for damages incurred by such breach of this Agreement upon the Customer’s first written notification.
4.10. Service Provider expressly warrants that Service Provider shall not make any public disclosure, press release, or reference to this Agreement and / or the Purpose in any manner whatsoever.
4.11. Service Provider is liable to indemnify all damages incurred on Customer by its partners, consultants, executives, personnel, subordinates and other related persons working under him / her act in contradiction with the obligations set forth in this Agreement.
5. RETURNING CONFIDENTIAL INFORMATION
5.1. All kinds of Confidential Information, obtained directly or indirectly from Customer including, but not limited to, all types of paper, negative films or computer inputs or printouts, and any copies or data, and/or material thereof, whether or not provided by customer shall be promptly returned to Customer or immediately destroyed upon written request of Customer. Violation of this provision shall be deemed as violation of this Agreement.
6. PERMISSION FOR DISCLOSURE
6.1. Service Provider shall not disclose, distribute or publish Confidential Information in any form or by any means, except as provided by law and unless legally obliged to do so.
Only exception to the confidentiality obligations of the above-mentioned confidential information is the disclosure of such information by written consent of the Customer.
7. CRIMINAL CONDITIONS
7.1. In case of breach of the provisions of this Agreement and therefore the punitive clause to be provided by the Service Provider is determined as ten times the amount paid by Customer to Service Provider under the Service Agreement. Customer reserves the right to claim any and all legal remedies, including, but not limited to, the breach of the infringement and / or the non-indemnified damages due to violations of the provisions of this Agreement.
8. MODIFICATIONS AND AMENDMENTS
Any amendments or modifications to this Agreement shall be valid and binding on the Parties in writing and signed by the Parties to this Agreement.
Reserving the right of Turkish Commercial Code article 18(3), in addition to methods listed in Article 18 (3) of the Turkish Commercial Code, Parties may make all notifications under this Agreement by e-mail, fax, written text or by the signature of the employee of the other party. Addresses of the Client and the Service Provider specified in the first article of this Agreement have been accepted as legal notification addresses. Parties shall notify any address changes in written form in 7 (seven) business days following such address change. Any change of address shall be deemed as valid, unless otherwise stated in writing. Party that fails to notify other Party shall be responsible for any problems that may arise.
10. AUTHORIZED COURT
10.1. This Agreement shall be subjected to laws of Republic of Turkey.
10.2. Istanbul Çağlayan Courts and Enforcement Offices shall be authorized for all disputes and lawsuits arising from or related to this Agreement.
11. TERM AND TERMINATION OF AGREEMENT
11.1. This Agreement shall enter into force on the date of signature. However, Parties have entered into the tender process for the Service Agreement, as specified in Article 2 of this Agreement, if they have already started to work for Purpose before the signature of this Agreement. For Purpose, information shared since commencement of commercial relationship for Purpose, and for the proposal as from the date of the proposal shall be considered as Confidential Information within the scope of this Agreement. This Agreement shall remain in force unless terminated jointly by the Parties. In any event, confidentiality obligation of the Service Provider shall continue in case of termination of this Agreement for any reason or in any way.
11.2. Service Provider is obliged to maintain confidentiality of confidential information indefinitely, even if the commercial relationship between the Parties or this Agreement is terminated or if the Service Agreement is not signed at the end of the bidding process and shall be kept confidentially by the Customer.
Both Parties acknowledge and undertake that they will return or dispose of Confidential Information in accordance with the relevant provisions of this Agreement.
11. ADDITIONAL ARTICLE: PARTIAL INVALIDITY
If any of the provisions of this Agreement is deemed invalid or cancelled, this does not affect the validity of the other articles of the Agreement.
12. OTHER PROVISIONS
12.1. In case of doubt, provisions of this Agreement shall be interpreted in a way to protect the confidential information.
12.2. Stamp duty, expenditures, fees and other financial liabilities arising from signing this Agreement shall be paid by the Customer.
This Agreement consists of 12 articles and has been signed in two copies on …../…../………. with the agreement of the Parties and a copy is given to the parties.
Customer Service Provider