This BETA TEST Agreement (“Agreement”) is entered into between SAPOT Tech PLT(“Sapot”) and the user identified below (“Beta User”) as of the last date signed below.

Whereas,

The Parties hereby agreed:

1. Scope of Agreement. Beta User is being granted rights under this Agreement for the purpose of testing and providing input and other Feedback to SAPOT regarding one or more of SAPOT’s proprietary, non-commercially available hosted software applications, application platform interfaces, services, features and/or functionalities in connection with the software platform built by Sapot  as more fully described in Schedule 2 of this Agreement. (Beta Product) This Agreement covers all Beta Products made available to Beta User by SAPOT, including, without limitation, any Beta Products specifically identified by SAPOT as being in “Beta” or any similar stage of development. SAPOT retains sole and absolute discretion as to what, if any, Beta Products will be made available to Beta User during the Term. While Beta User is not required to utilize or enable any Beta Products, if Beta User elects to do so, then Beta User’s use of and access to any such Beta Products shall be subject to the terms of this Agreement.

1. Payment; Fees. SAPOT reserves the right to charge fees for use and access to the Beta Products or may provide the Beta Products for no charge. SAPOT reserves the right to start charging or revise fee amounts at any time, at its sole discretion, under this Agreement or after the Beta Products are made widely available and incorporated into a SAPOT service.

1. Limited Use Rights. For the term of the Agreement, SAPOT grants to Beta User a limited, non-transferable, non-exclusive, revocable right to access and use the Beta Product(s) to test its functionality and provide Feedback to SAPOT. SAPOT hosts and retains physical control over the Beta Product(s) and only makes the Beta Product(s) available for access and use by Beta User over the Internet through a Web-browser or mobile device. Nothing in this Agreement obligates SAPOT to deliver or make available any copies of computer programs or code from the Beta Product(s) to Beta User, whether in object code or source code form. SAPOT reserves the right, in its sole discretion, to revoke access and use of the Beta Products at any time. Further, SAPOT reserves the right to enter (“assume into”) the Beta User account as needed to (i) monitor or measure use of the Beta Product(s); (ii) validate certain features or functionality of the Beta Product(s); and (iii) to provide services or support necessary to maintain the Beta Product(s).

1. Use Restrictions. Beta User may not rent, lease, distribute, or resell the Beta Product(s), or use the Beta Product(s) as the basis for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Beta Product(s).

1. Feedback. Upon reasonable request by SAPOT, Beta User agrees to provide suggestions, enhancement requests, and recommendations (individually and collectively, “Feedback”) regarding the Beta Product(s). Feedback shall include informing SAPOT about the performance, ease of use, features that may be missing, and any bugs encountered during the use of the Beta Product(s). SAPOT may contact Beta User and Beta User agrees to make available a reasonable amount of time to discuss the Beta Product(s) with SAPOT if so requested. SAPOT may, without restriction or fee use, modify and incorporate this Feedback into the Beta Product(s) and other SAPOT products and/or services without any restriction and without any payment.

1. Intellectual Property. The parties acknowledge that this Agreement does not transfer any right, title or interest in any intellectual property right to the other. SAPOT maintains all rights, title and interest in and to all its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The limited rights granted to Beta User to access and use the Beta Product(s) under this Agreement do not convey any additional rights in the Beta Product(s), or in or to any Intellectual Property Rights associated therewith. Subject only to the limited rights to access and use the Beta Product(s) as expressly provided herein, all rights, title and interest in and to the Beta Product(s) and all hardware, software and other components of or used to provide the Beta Product(s), including all related Intellectual Property Rights, will remain with and belong exclusively to SAPOT.

1. Term of Agreement and Renewal. This Agreement shall commence upon the Beta Testing Start Date and shall expire on the Beta Testing End Date, each as set forth in the Schedule 1. Upon expiration, this Agreement shall automatically renew for subsequent one (1) month periods until terminated by either party (each a “Renewal Term” and, collectively with the Initial Term, the “Term”).

1. Termination and Expiration. Either party may terminate this Agreement at any time, for any or no reason, and at either party’s convenience by providing written notice to the other. Upon termination of this Agreement, Beta User will notify all parties that their access to the Beta Product(s) has terminated, and SAPOT may withhold, remove or discard any content, data, or other information that Beta User post or upload into SAPOT’s system while using the Beta Product(s). Following termination or expiration of this Agreement, SAPOT is not obligated to store, maintain or provide a copy of any content, data or other information that Beta User  made available or provided when using the Beta Product(s). If not earlier terminated, Beta User’s obligations under this Agreement shall terminate upon termination of this Agreement; provided that the foregoing shall not limit SAPOT’s rights pursuant to Section 5 as related to any Feedback provided before or after such termination. Sections 2, 5, 6, 11, and 13 to 17, and all obligations thereunder, shall survive any termination of this Agreement.

1. Users. Beta User will not share Beta Product access rights with any other individual. Beta User will ensure that its Users comply with the General Terms of Use as And Special Terms of Use stipulated in Schedule 2 (Sapot Special Terms) collectively, the “TOU”), which are hereby incorporated into this Agreement. In the event a User violates the TOU, SAPOT may suspend and / or terminate Beta User’s access to the Beta Product(s).

1. General Terms of Use. 
   1. To use the platform and the services provided therein, you must be at least 18 years old and you must be an eligible user.
   2. As a Beta User you may have  access to all features available on the Platform but you are solely responsible for deciding whether such access is appropriate.
   3. As a Beta User you should use the platform within the bounds of your own known mental health condition while using your independent self-acumen and verified professional report and therefore the features should be used to reasonably find better solutions to your mental health issues, not to cure it.
   4. If it comes to your attention that you may have a medical condition and/or medical symptoms which is outside the bounds of services and may make you ineligible, you must always seek the advice of a psychologist or other qualified mental health provider or, in the case of a medical emergency,  you must call the emergency services immediately.
   5. The Platform (including the Features and all text, graphics, images and other material contained on, or linked through) is for informational purposes only. The Platform is not exhaustive and cannot always reflect all the most recent research in all areas of the mental health industry.
   6. We do not recommend or endorse any specific tests, products, procedures, opinions, or other information that may be mentioned on the Platform and we do not endorse any product, service, or treatment on the Platform.
   7. Reliance on any information provided by the Platform is solely at your own risk.
   8. Some of the content on the Platform may be provided by third parties. We are not in a position to verify this content and we do not warrant that any such third-party content is true, accurate or complete.

1. Suspension of Services. SAPOT may immediately suspend Beta User or one of its User’s access to and use of the Beta Product(s) if Beta User or one of its Users is in breach of Section 9, provided that the suspension will continue only for as long as reasonably necessary for Beta User to remedy the breach.

1. Confidential Information. Beta User acknowledges and agrees that participation in the Beta testing under this Agreement will result in SAPOT disclosing certain confidential, proprietary and/or trade secret information related to the Beta Products and/or SAPOT (the “Confidential Information”). Such Confidential Information includes, without limitation, the features, functionality and existence of the Beta Product(s), and any know how, trade secrets, computer programs, source code, flowcharts, diagrams, manuals, schematics, development tools, specifications, design documents, marketing information, financial information, business plans or reports made available to Beta User. Beta User agrees that it will not, without the express prior written consent of SAPOT, disclose any Confidential Information or any part thereof to any third party, except to the extent that such Confidential Information (a) is or becomes generally available to the public through any means other than as a result of any act or omission by Beta User; (b) is rightfully received by Beta User from a third party that is not subject to any obligation of confidentiality with respect thereto and without limitation as to its use; or (c) is independently developed by Beta User without any reliance on any Confidential Information. At the termination of this Agreement or at any time by request of SAPOT, Beta User will return all Confidential Information in its possession to SAPOT and further agrees that it will not duplicate, translate, modify, copy, print, disassemble, decompile or otherwise tamper with the Beta Product(s) or any Confidential Information.

1. Third Party Tool Integrations. If applicable, one or more Beta Products may integrate with third party services. Beta User hereby consents to the sharing of the information in the Beta Products with these third party services and certifies that it has any and all required consents for doing so.

1. Disclaimer of Warranties. THE BETA PRODUCT(S) ARE PROVIDED “AS IS”. SAPOT MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE BETA PRODUCT(S), INCLUDING ANY REPRESENTATION THAT THE SERVICES THEREUNDER WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, SAPOT DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF THE BETA PRODUCT(S). FOR THE AVOIDANCE OF DOUBT, ALL BETA PRODUCT(S) ARE PRELEASE, ARE EXPECTED TO CONTAIN DEFECTS WHICH MAY BE MATERIAL, AND ARE NOT EXPECTED TO OPERATE AT THE LEVEL OF PERFORMANCE OR COMPATIBILITY OF A FINAL, GENERALLY AVAILABLE PRODUCT OFFERING. BETA PRODUCT(S) MAY NOT OPERATE ACCURATELY AND MAY BE SUBSTANTIALLY MODIFIED PRIOR TO PUBLIC AVAILABILITY OR WITHDRAWN AT ANY TIME. ACCORDINGLY, ACCESS TO AND USE OF THE BETA PRODUCT(S) IS ENTIRELY AT BETA USER’S OWN RISK. IN NO EVENT SHALL SAPOT BE LIABLE FOR ANY DAMAGE WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE THE BETA PRODUCT(S), EVEN IF SAPOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ARE ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF ANY BETA PRODUCT.

1. Indemnity. Beta User agrees to indemnify and hold SAPOT, its officers, directors and employees harmless from any losses (including attorneys’ fees) that result from any third party claims related to Beta User’s (or its Users) access, use or misuse of the Beta Product(s), or any act or omission by Beta User or its Users in violation of this Agreement.

1. Dispute Resolution, Governing Law and Venue. The parties will attempt to resolve any dispute related to this Agreement through good faith, informal negotiation. If initial negotiation does not resolve the dispute, the parties will select a mutually agreed mediator in a mutually agreed location to attempt to resolve the dispute. If mediation fails to resolve the dispute, either party may file an action according to Malaysian law only and each party irrevocably submits to the jurisdiction and venue of the applicable courts. Governing Law. This Agreement shall be governed by and construed in accordance with the laws for the time being in force in Malaysia and the Parties hereto unconditionally submit to the jurisdiction of the Courts of Malaysia in connection with all matters under this Agreement.

1. Miscellaneous. This Agreement does not create a partnership, agency relationship, or joint venture between the parties. Any assignment of this Agreement by Beta User in whole or in part without SAPOT’s prior written consent will be null and void, except an assignment to a successor that is not a competitor of SAPOT’s made in connection with a merger or sale of all or substantially all of Beta User’s assets or stock or to an Affiliate. If this Agreement is translated into a language other than English, the translation is for convenience only, and the English language version will govern. If any provision of this Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to affect the parties’ intention and the remaining provisions will not be affected. Failure of SAPOT to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved. This Agreement includes any schedules and exhibits attached hereto. Such documents encompass the entire agreement between Beta User and SAPOT with respect to the subject matter hereof and supersede all prior representations, agreements and understandings, written or oral. This Agreement may only be altered, amended or modified by duly executed written instrument. All notices to be provided by SAPOT to Beta User under this Agreement may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or  mail to the contact mailing address provided by Beta User on any form; or (b) electronic mail to the electronic mail address provided for Beta User’s Account owner. Beta User must give notice to SAPOT in writing by Courier or Mail to the following address:

Common Ground, Menara BT Bangsar South, Level 1 & 2, Tower 3, Avenue 7, Horizon 2, Bangsar South City, Bangsar South, 59200, Kuala Lumpur

Or email at yoursapotsystem@gmail.com

All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above. You may not assign this Agreement without the prior written consent of SAPOT. Subject to the foregoing, the Agreement shall be binding upon the parties and their respective administrators, successors and assigns.

IN WITNESS WHEREOF the Parties hereto have hereunto set their respective hands on the day and year first appearing.

Signed by )

)

for and on behalf of )

SAPOT TECH PLT )

(Company No:                   ) )…………………………………………………

Signed by )

)

for and on behalf of )

**                                   )

(the Beta User**) ) …………………………………………………

SCHEDULE 1

BETA USER

SCHEDULE 2

SERVICES