By registering in the web platform https://www.prosessor-ai.com (the "Website"), the Website user (the "CONTRACTOR") is entering, in the terms set forth herein, into a binding agreement with Prosessor.AI Data & Language Services, a company with registered office at Yesilpinar Mahallesi, Ikinci Cam Sokak, No: 9/4, 34050 Eyup/Istanbul/Turkey (the “COMPANY"). The CONTRACTOR may obtain further information on the COMPANY under the section "About us" of the Prosessor.AI Website.
Each of the Company and Contractor is a "Party" and collectively, the "Parties".
In consideration of Contractor’s independent contracting relationship with the Company (the "Relationship"), which Contractor acknowledges to be good and valuable consideration for Contractor’s obligations hereunder, the Parties hereby agree as follows:
a. Protection of Information
Contractor understands that, during the Relationship, the Company intends to provide Contractor with information, including Confidential Information (as defined below), without which Contractor would not be able to perform Contractor’s duties to the Company. Contractor agrees, at all times during the term of the Relationship and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company to the extent necessary to perform Contractor’s obligations to Company under the Relationship, and not to disclose to any person, firm, corporation, or other entity, without written authorization from the Company in each instance, any Confidential Information that Contractor obtains, accesses, or creates during the term of the Relationship, whether or not during working hours, until such Confidential Information becomes publicly and widely known and made generally available through no wrongful act of Contractor or of others who were under confidentiality obligations as to the item or items involved. Contractor further agrees not to make copies of such Confidential Information except as authorized by the Company.
b. Confidential Information
For purposes of this Agreement, "Confidential Information" includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic, or any other form or medium, relating directly or indirectly to: compensation, benefits, personnel data and decisions, business processes, business decisions, practices, methods, policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, computer programs, computer software, applications, operating systems, software design, web design, work-in-process, databases, manuals, records, articles, systems, material, sources of material, supplier information, vendor information, financial information, results, accounting information, accounting records, legal information, marketing information, advertising information, pricing information, credit information, design information, payroll information, staffing information, personnel information, employee lists, supplier lists, vendor lists, developments, reports, internal controls, security procedures, graphics, drawings, sketches, market studies, sales information, revenue, costs, formulae, notes, communications, algorithms, product plans, designs, styles, models, ideas, audiovisual programs, inventions, unpublished patent applications, original works of authorship, discoveries, experimental processes, experimental results, specifications, customer information, customer lists, client information, client lists, manufacturing information, factory lists, distributor lists, and buyer lists of the Company or any existing or prospective customer, supplier, investor, or other associated third party, or of any other person or entity that has entrusted information to the Company in confidence.
Contractor understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used.
c. Unauthorized Use
i. Contractor agrees not to reverse-engineer, decompile, or disassemble any software that is provided to Contractor by the Company.
ii. Contractor shall not create, or arrange to create, any copies of the Confidential Information, except as reasonably required during the Relationship, in which case all copies shall be the property of the Company. All Confidential Information, and copies thereof (if applicable), shall be immediately destroyed or returned to Company upon termination of the Relationship.
iii. Contractor agrees that any disclosure of the Confidential Information within Contractor’s organization shall be limited to personnel who have a requirement to access the Confidential Information in order to perform services pursuant to the Relationship in a correct manner, in which case Contractor is obliged to inform said persons about the existence and terms of this Agreement and where Contractor shall be liable to the Company for any non-compliance by said persons with respect to any of the obligations established herein.
d. Required Disclosures
The terms of this Agreement, including but not limited to the provisions regarding Confidential Information, nondisclosure and non-solicitation, do not restrict or impede, in any way, and shall not be interpreted or understood as restricting or impeding, Contractor from exercising protected rights, including Contractor’s rights under Section 7 of the National Labor Relations Act, or otherwise disclosing information as permitted by law, to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by law, regulation, or order. Contractor shall promptly provide written notice of any such order to the Company.
e. Notice of Immunity
Pursuant to the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 and notwithstanding any other provision of this Agreement:
i. Contractor will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (A) is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
ii. If Contractor files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Contractor may disclose the Company’s trade secrets to Contractor’s attorney and use the trade secret information in the court proceeding if the Contractor: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
Contractor further agrees that it shall: (i) immediately notify the Company, in writing, of any breach of this Agreement; (ii) fully cooperate with the Company to mitigate the effect of such breach; and (iii) be responsible for any breach of this Agreement caused by any third party to whom or to which Contractor has provided or given access to the Confidential Information.
g. Personal Information
Contractor may obtain, as part of the Confidential Information, personal information about various individuals, including employees of the Company. Contractor, and any third party to whom or to which Contractor provides the Confidential Information, will comply with all applicable laws with respect to the use and maintenance of such Confidential Information, including without limitation any applicable data protection laws.
Neither the Company nor any of its representatives, agents, or clients make any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information nor shall any of them be responsible for or be liable to Contractor for any expenses, losses, or actions incurred or undertaken by Contractor as a result of Contractor’s use of the Confidential Information.
The Company retains its entire right, title, and interest, including all intellectual property rights, in and to all Confidential Information, and no disclosure of Confidential Information hereunder shall be construed as a license, assignment, or other transfer of any such right, title, and interest to Contractor or any other party.
Contractor acknowledges and agrees that any breach or threatened breach of this Agreement by Contractor or any third party to whom or to which Contractor has provided or given access to the Confidential Information may cause the Company irreparable harm, and therefore Contractor agrees that the Company will be entitled to seek extraordinary relief in court, including, but not limited to, specific performance and injunctive and other forms of equitable relief without the necessity of posting a bond or other security (or, where such a bond or security is required, Contractor agrees that a $1,000 bond will be adequate). The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.
Contractor is aware of the possible existence of adult contents in materials transmitted as part of work projects through the Web site and, as a result of this, accepts the mentioned possibility, waiving all claims arising from this fact.
As described above, Contractor acknowledges and agrees that the Company’s Confidential Information includes information relating to the Company’s employees, consultants, customers, and others, and that Contractor will not use or disclose such Confidential Information except as authorized by the Company. Contractor further agrees as follows:
a. Employees and Consultants
Contractor acknowledges and agrees that, during the term of the Relationship and for twelve (12) months following the termination of the Relationship either by Contractor or the Company for any reason, Contractor shall not, directly or indirectly, solicit, induce, recruit, or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage, hire, make an offer to, or take away employees or consultants of the Company, or to be employed or perform services outside of the Company either for Contractor or for any other person or entity.
b. Other Parties
Contractor agrees that, during the term of the Relationship, Contractor will not negatively influence any of the Company’s clients, licensors, licensees, or customers from purchasing the Company’s products or services or solicit or influence or attempt to influence any client, licensor, licensee, customer, or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution, or other entity in competition with the business of the Company.
a. Assignment by Company
To the extent permitted by law, the Company may assign this Agreement to any subsidiary or corporate affiliate, or to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company.
b. No Assignment by Contractor
Contractor shall not assign or transfer any of Contractor’s rights or obligations hereunder without the prior written consent of the Company. Any purported assignment by Contractor shall be null and void from the initial date of purported assignment.
This Agreement will be governed by, and construed in accordance with, the laws of Turkey, without regard to its conflicts of laws provisions. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the Turkish local courts for all matters and actions arising under this Agreement.
All notices must be in writing and addressed to the relevant Party at its address set out in the preamble (or to such other address such Party specifies in accordance with this Section 8). All notices shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours, and on the next business day if sent after normal business hours; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.
This Agreement is the entire agreement of the Parties regarding its subject matter, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter. This Agreement may only be amended, modified, waived, or supplemented by an agreement in writing signed by both Parties.