Advertising Agreement

1. The Parties and Subject Matter

This Advertising (Campaign Management) Agreement is concluded between, on the one hand, Moserra Software (hereinafter referred to as Moserra) and, on the other hand, the natural or legal person benefiting from the service (hereinafter referred to as the Customer). Moserra and the Customer are together referred to as the Parties.

The subject matter of the Agreement is the determination of the scope of the technical and operational services relating to the setup, running, optimisation and reporting by Moserra of the Customer's campaigns to be carried out on digital advertising channels, together with the rights and obligations of the Parties.

The Customer's communication of its request for the service and the commencement of the performance of the service mean that this Agreement has been read, understood and accepted by the Customer.

2. Definitions

The terms used in this Agreement have the following meanings:

• Platform: The third-party advertising media on which the campaigns are published; all relevant media, primarily Google Search, Google Maps, Meta (Instagram and Facebook), Telegram Ads and health tourism networks.
• Advertising Spend: The budget belonging to the Customer, paid directly to the Platform in consideration for the publication of the campaigns. Advertising Spend is not Moserra's revenue.
• Management Fee: The fee earned by Moserra in consideration for the services within the scope of this Agreement, corresponding to %15 of the Advertising Spend.
• Campaign Period: Unless otherwise agreed in writing, the period beginning on the first day and ending on the last day of each calendar month.
• Advertising Account: The Platform accounts opened in the Customer's name and owned by the Customer, on which the campaigns are carried out.

3. Scope of the Service

Within the scope of this Agreement, Moserra provides the following services:

• Keyword and target audience research,
• Preparation of multilingual creative text and visuals,
• Setup and launch of landing pages,
• Regular monitoring and optimisation of the campaigns,
• Provision of reporting including spend and lead data.

The scope of the service is technical and operational in nature, and Moserra makes no undertaking whatsoever regarding the Customer's healthcare activities or medical content and practices.

4. Declaration, Undertaking and Liability Regarding Health Legislation

Under the legislation of the Republic of Türkiye, it is prohibited for healthcare institutions and healthcare professionals to advertise. This prohibition is based primarily on Article 24 of Law No. 1219 on the Manner of Practising Medicine and Its Branches, Articles 8 and 9 of the Regulation on Medical Deontology, Article 29 of the Regulation on Private Healthcare Institutions Providing Outpatient Diagnosis and Treatment, and Article 60 of the Regulation on Private Hospitals.

Under the said legislation, healthcare institutions may only provide information. The production and publication of content that seeks to generate demand, that encourages patients, that is comparative in nature or that promises treatment outcomes is unlawful. The Advertising Board may impose administrative fines and cessation orders for infringements of this nature.

Exception: Under the Regulation on International Health Tourism, healthcare facilities that have obtained an international health tourism authorisation certificate may carry out promotional activity directed abroad. The scope and limits of this exception are determined by the provisions of the said regulation.

Within this framework, the Customer;

1. Declares and undertakes that it is legally authorised to carry out the promotional activity that is the subject of the campaigns to be conducted, and that, where necessary, it holds all relevant permits, licences and authorisation certificates, primarily the international health tourism authorisation certificate.
2. Is exclusively responsible for the compliance of all content, claims, visuals and landing page text used in the campaigns with the health legislation in force, consumer legislation and professional ethical rules.
3. Reviews and approves the content prepared by Moserra before it goes live; approved content is deemed to have been found compliant with the legislation by the Customer.
4. Is exclusively responsible for any administrative fine, cessation order and sanction to be imposed by the Advertising Board, the Ministry of Health, provincial health directorates or other administrative authorities.
5. Shall, upon Moserra's first written request, immediately indemnify any administrative sanction, third-party claim, lawsuit and the associated litigation costs and attorney's fees directed against Moserra on account of a breach of this Article.

Moserra is a technical and operational service provider; it does not undertake the compliance of the content with health legislation and does not assume any obligation to audit in this regard. Moserra reserves the right to refuse to publish content or a campaign that it assesses to be contrary to the legislation, and to unilaterally stop a campaign that is live. The exercise of this right does not affect Moserra's rights relating to the Management Fee and does not give the Customer any right to claim compensation.

5. Compliance with Platform Policies

The campaigns are subject to the Platforms' own advertising policies, in particular their rules relating to health and healthcare service advertisements. These policies may be unilaterally changed by the Platforms.

Moserra cannot be held responsible in the event that a Platform rejects, restricts, suspends or closes an advertisement, content or an Advertising Account. In such cases, Moserra makes reasonable efforts to inform the Customer and, to the extent possible, provides support for a solution.

6. Ownership of and Access to the Advertising Accounts

The Advertising Accounts are opened in the Customer's name and belong to the Customer. The campaign history, target audience lists and conversion data accumulated in the accounts are owned by the Customer.

Moserra obtains administrator-level access to the Advertising Accounts for the purpose of performing the service. The Customer is responsible for ensuring that this access is provided uninterruptedly for the duration of the service. If the access is removed, Moserra's performance obligation is suspended until access is provided again.

Upon termination of the Agreement, Moserra removes its administrator access from the Advertising Accounts within a reasonable time. The ownership of the accounts remains with the Customer in any event.

7. Advertising Budget

The Advertising Spend is paid directly to the Platform on the Customer's behalf and is the Customer's budget. This amount is not Moserra's revenue, is not included in Moserra's turnover and is not invoiced to the Customer by Moserra.

Determining and changing the monthly advertising budget is within the Customer's authority. Defining the payment method on the Platform, maintaining its validity and the adequacy of the budget are the Customer's responsibility. Moserra is not responsible for the stopping of campaigns due to the payment method becoming invalid or the budget being exhausted.

8. Management Fee and Invoicing

Moserra's fee in consideration for the service is the Management Fee corresponding to %15 of the Advertising Spend actually incurred in the relevant Campaign Period. No fixed monthly agency fee is charged.

The Management Fee is calculated and invoiced at the end of the Campaign Period. The stated rate and amounts are exclusive of value added tax, and the relevant taxes are reflected on the invoice at the rates in force. The invoice is sent to the electronic mail address notified by the Customer and is paid within seven days from the invoice date.

In the event that payment is not made on time, Moserra has the right to suspend the service and stop the campaigns. In the event of default, the provisions of the Turkish Code of Obligations and the Turkish Commercial Code apply.

9. Reporting and Transparency

Moserra makes available to the Customer an up-to-date report showing the Advertising Spend incurred and the leads obtained during the Campaign Period. The Customer may at any time verify the spend data directly via the Advertising Accounts.

The Management Fee is calculated on the basis of the incurred spend data reported by the Platform.

10. Absence of Any Guarantee of Result

Moserra makes no undertaking or guarantee whatsoever regarding the results of the campaigns. The number of impressions, clicks, leads, calls, patients or appointments; the conversion rate; the ranking in search results or map results; the cost of reach and the return on investment are not guaranteed.

Campaign results depend on factors beyond Moserra's control, such as Platform algorithms, auction dynamics, competitive conditions, seasonality, Platform policy changes, and the Customer's service quality and lead response time.

Moserra's obligation consists solely of performing the service with professional care and the diligence expected of a prudent service provider, and does not include an obligation to achieve a particular result. No verbal statement, estimate, projection or sample calculation made by Moserra or its employees carries the nature of an undertaking.

11. Obligations of the Customer

• To provide in a timely manner the information, visuals and brand materials required for the campaigns,
• To ensure that it holds the necessary usage rights over the materials it provides,
• To provide administrator access to the Advertising Accounts uninterruptedly,
• To respond within a reasonable time to the leads reaching it through the campaigns,
• To immediately notify Moserra of any changes in its authorisation certificates, licences or scope of activity.

12. Intellectual Property Rights

The rights over the brand, logo, visuals and texts provided by the Customer remain with the Customer. The right to use the creative content and landing pages produced by Moserra is granted to the Customer for campaign purposes, on condition that the Management Fee for the relevant period is paid in full.

The intellectual property rights relating to the methods, templates, tools and infrastructure used by Moserra in the provision of the service belong to Moserra.

13. Protection of Personal Data

For the purpose of measuring the campaigns, pixel, tag and conversion tracking technologies may be used on the Customer's website. In terms of the personal data processed within this scope, the Customer holds the capacity of data controller, and Moserra holds the capacity of data processor acting in line with the Customer's instructions.

The Customer is responsible for fulfilling the obligation to inform visitors, obtaining the necessary explicit consents and cookie approvals, and the compliance of the data processing activity with the Turkish Personal Data Protection Law No. 6698 (KVKK).

Moserra processes personal data only for the purpose of performing the Agreement and within the framework of the Customer's instructions; it takes the appropriate technical and administrative measures aimed at preventing the unlawful processing of and access to the data. The Platforms' own data processing activities are subject to the terms of the relevant Platforms.

It is the Customer's responsibility not to include special categories of personal data of the nature of health data in the campaign measurement processes.

14. Confidentiality

The Parties undertake to keep confidential the commercial, technical and financial information they learn within the scope of the Agreement and not to share it with third parties. The confidentiality obligation continues after the termination of the Agreement as well. Publicly available information and information whose disclosure is mandatory by legislation or the decision of a competent authority are outside this obligation.

15. Term and Termination of the Agreement

The Agreement is of indefinite term. The Parties are not bound by any binding minimum term or commitment period.

Either Party may terminate the Agreement without stating any reason and without paying compensation, provided that it gives fifteen days' prior written notice. Notice may be given by electronic mail.

Moserra may terminate the Agreement immediately and without observing the notice period in the event that the Customer acts in breach of the declarations and undertakings in Article 4, breaches its payment obligation, or the campaigns become unlawful.

In the event of termination, ongoing campaigns are stopped at the end of the notice period. The Management Fee calculated on the Advertising Spend incurred up to the termination date becomes due and is invoiced. Moserra relinquishes its administrator access; the Advertising Accounts and the data within them remain with the Customer.

16. Limitation of Liability

Moserra's liability arising from this Agreement is limited to the total of the Management Fees collected from the Customer in the last three Campaign Periods preceding the date on which the breach occurred.

Moserra is not responsible for loss of profit, loss of reputation, loss of data and indirect damages. Moserra cannot be held responsible for damages arising from the Platforms' own acts and decisions, from campaign results, or from the Customer's content or activities that are contrary to the legislation.

The limitations in this Article do not cover Moserra's liability arising from its intent or gross negligence. Article 115 of the Turkish Code of Obligations is reserved.

17. Force Majeure

Events beyond the Parties' control, such as natural disaster, war, mobilisation, epidemic, cyber attack, electricity and communication infrastructure interruptions, the Platforms' stopping of their services or changes made in the legislation, are deemed force majeure. During force majeure, performance obligations are suspended. In the event that the state of force majeure lasts longer than thirty days, each Party may terminate the Agreement without compensation.

18. Prohibition of Assignment

The Parties may not assign their rights and obligations arising from the Agreement to third parties without the written consent of the other Party. Moserra may use subcontractors in the performance of the service; in that case it is responsible for the act of the subcontractor as if it were its own.

19. Service of Notice

The electronic mail addresses notified by the Parties are accepted as addresses suitable for service of notice. Moserra's electronic mail address is [email protected] and its telephone number is +90 850 340 0880. Unless changes of address are notified to the other Party within three days, notifications made to the last known address are deemed valid.

20. Miscellaneous Provisions

The invalidity of any provision of the Agreement does not affect the validity of the other provisions. The Parties' failure to exercise any right does not mean that they have waived that right. Amendments to the Agreement are agreed in writing. Moserra notifies the Customer in advance of the changes it will make to the terms of the Agreement; if the Customer does not accept the change, it may terminate the Agreement pursuant to Article 15.

There is an independent service relationship between the Parties. The Agreement does not give rise to a partnership, ordinary company or employer-employee relationship.

21. Governing Law and Jurisdiction

The laws of the Republic of Türkiye apply to the interpretation and application of this Agreement. The Courts and Enforcement Offices of Istanbul have jurisdiction over the resolution of disputes arising from the Agreement.

The Parties accept that commercial books and records, electronic mail correspondence, Platform reports and system records constitute conclusive evidence within the meaning of Article 193 of the Turkish Code of Civil Procedure.