Confidentiality Agreement

Version v2 · 14 October 2026

Convenience translation. This English version is provided for convenience only; the Turkish text prevails.

1. Parties

This Confidentiality Agreement (the "Agreement") is made between Ev Akıllı Otomasyon Sistemi Ltd. Şti., owner of the ÖnGar project, together with İsmail HATİPOĞLU, who conceived the project (together "ÖnGar"), and the person who accepts this Agreement on the site by explicit consent (the "Recipient").

If the Recipient acts on behalf of an organisation (a bank, participation bank, finance company, fund, company, etc.), the Recipient declares that they are authorised to bind it, and the organisation is then bound by the Agreement as well. The Recipient is responsible for the compliance of the employees, officers and advisers with whom they share Confidential Information.

2. Purpose

Confidential Information is disclosed to the Recipient only to evaluate a possible cooperation, investment, partnership or partner-institution relationship with ÖnGar (the "Purpose"). It may not be used for anything else.

3. Confidential Information

"Confidential Information" means any information about the ÖnGar project disclosed in writing, orally, electronically or visually in the site's details dossier (/dossier: financial model, contract structure, risk parameters, integration plan) and in talks and correspondence within that scope — the idea, business model, revenue and commission structure, financial model, risk and collateral parameters, contract structure, system design, software, integration plan, roadmap and partner discussions — together with any copy, summary or analysis of it and any work derived from it. Information that is evidently confidential by its nature is covered even if it is not marked as such.

ÖnGar protects Confidential Information as a trade secret. Its unauthorised use or disclosure may have civil and criminal consequences under Articles 54 et seq. of the Turkish Commercial Code No. 6102 (unfair competition, in particular the unauthorised exploitation of another's work product and the disclosure of business secrets) and Article 239 of the Turkish Penal Code No. 5237 (disclosure of trade secrets). Works such as the presentations, texts, images and software are also protected under the Law on Intellectual and Artistic Works No. 5846. An idea as such is not a protected work; the idea and the business model are protected by this Agreement and by the rules on unfair competition.

4. Exceptions

The following is not Confidential Information:

information that is public when disclosed, or later becomes public through no fault of the Recipient (including the information on the site's public pages — home page, listings, investor and institution pages, slide deck, video presentation, simulation, assistant);
information the Recipient lawfully knew before receiving it from ÖnGar and can prove by written records;
information lawfully obtained from a third party who is under no duty of confidentiality;
information developed independently, without use of the Confidential Information.

The party relying on an exception bears the burden of proving it. If disclosure is required by law or by an order of a competent court or authority, the Recipient notifies ÖnGar in writing beforehand, as far as the law permits, and discloses only the part that must be disclosed.

5. Obligations of the Recipient

The Recipient:

keeps Confidential Information confidential, with at least the care it gives its own confidential information and in any case reasonable care;
uses Confidential Information only for the Purpose;
does not share it with third parties, except with employees, officers and advisers (lawyers, accountants, etc.) who need to know it for the Purpose and are bound by a duty of confidentiality no less strict than this Agreement;
does not copy, reproduce, distribute, adapt or publish it without ÖnGar's written consent, and does not capture or spread it by screenshots, recordings or automated tools;
does not use the Confidential Information or the ÖnGar model to develop, operate or have others operate a product or service;
notifies ÖnGar at once on becoming aware that unauthorised persons have learned Confidential Information;
does not share the account that gives access to the details dossier; access is personal.

This Agreement does not prevent the Recipient from doing business independently, without use of the Confidential Information.

6. Rights and no warranty

All rights in the Confidential Information remain with ÖnGar. Disclosure grants the Recipient no licence, assignment, partnership or right of use. Confidential Information is provided "as is" for evaluation; it is neither investment advice nor an offer. ÖnGar does not undertake that the assumptions and examples it contains will come true. This Agreement obliges neither party to enter into any transaction.

7. Term

The Agreement takes effect on acceptance. The obligations of confidentiality and non-use have no end date. They do not end when discussions end or when the information becomes outdated; if a piece of information later falls under an exception in section 4, the obligation ends for that information only.

8. Return and destruction

On ÖnGar's written request the Recipient returns or destroys, within 15 days, the documents and copies containing Confidential Information that it was given, and confirms this in writing if asked. Copies the law requires it to keep, or that remain in automatic backups, stay confidential.

9. Breach and damages

The Recipient is liable for damage arising from a breach of this Agreement. In case of breach ÖnGar may seek a declaration of the breach, an order to stop it and to remove its effects, compensation for material and non-material damage (under the Turkish Code of Obligations No. 6098 and Article 56 of the Turkish Commercial Code) and, where needed, an interim injunction. Its other legal rights, including filing a criminal complaint, are reserved.

10. Acceptance and its record

The Agreement is made electronically when the box "I have read and accept the Confidentiality Agreement" is ticked on the site (at WhatsApp sign-in or at the entrance of the details dossier). Viewing a page alone is not acceptance; a person who does not accept cannot see the confidential content.

ÖnGar records the acceptance with: your account (the user id linked to your WhatsApp number), the date and time of acceptance, the agreement version, your IP address, your browser details (user-agent) and the page language. The records are never changed or deleted; their purpose is to prove that the Agreement was made and which text was accepted. The parties agree that these electronic records may be used as evidence; proof to the contrary remains open. The records are kept for the duration of the relationship and for 10 years after it ends. Details of the processing of personal data are in the privacy notice.

11. Versions and changes

This text is version v2 (14 October 2026). ÖnGar may change it; each new version is published on this page with its number and date, and access to the confidential content then requires a new acceptance. For information disclosed under an earlier version, the obligations of that version continue; where such information has since become public, the exception in section 4 applies.

Version history:

v2 (14 October 2026): Confidential Information is limited to the details dossier and the talks and correspondence within its scope. The investor and institution pages, the slide deck and the video presentation, now public, are no longer Confidential Information.
v1 (13 October 2026): first version; the investor and institution pages, the slide deck, the video presentation and the details dossier were confidential pages.

12. Governing law and jurisdiction

This Agreement is governed by Turkish law. Between parties able to agree on jurisdiction under Article 17 of the Code of Civil Procedure No. 6100, the courts and enforcement offices of the place of the Company's registered office have jurisdiction; otherwise the statutory rules on jurisdiction apply.

13. Miscellaneous

If a provision is invalid, the other provisions remain in force.
ÖnGar not exercising a right is not a waiver of it.
The Recipient may not assign its rights and obligations under this Agreement without ÖnGar's written consent.
Notices go to ismail@preorderone.com.
The Turkish text of the Agreement prevails; texts in other languages are convenience translations.