Tester is being provided access to Company’s pre-release application called “Chat Counselor” (the “Application”) for the purpose of evaluating and providing feedback on its features and performance. Tester agrees to use the Application only for personal testing and feedback and not for any other purpose.

For purposes of this Agreement, “Confidential Information” means any and all non-public information related to the Application or the Company that is disclosed to Tester or accessed by Tester, whether in oral, written, electronic, or other form. Confidential Information includes, without limitation:

The Application itself (including its software, code, algorithms, and architecture), any documentation or manuals, and any features or functionalities of the Application;

Any usernames, passwords, access codes, or unique identifiers provided to Tester to access the Application;

Any data, content, or materials provided by the Company for use with the Application;

The outputs, analyses, recommendations, or results generated by the Application during the test;

Feedback, comments, or communications from the Company regarding the Application’s performance; and

The very existence of the beta test and the fact that Tester is participating in it, if not publicly announced by the Company.

Confidential Information does not include information that Tester can demonstrate: (a) is or becomes generally known to the public through no breach of this Agreement (not due to Tester’s action or inaction); (b) is lawfully obtained by Tester from a third party who has the right to disclose it, and is not bound by a confidentiality agreement; or (c) is independently developed by Tester without reference to or use of Company’s confidential information. (For clarity, Tester’s own personal WhatsApp conversations that they choose to input into the Application are not Company’s Confidential Information; however, any analysis or results from the Application are Confidential.)

Tester agrees to keep all Confidential Information strictly confidential and not to disclose, publish, or share it in any way to any third party without the prior written permission of the Company. Specifically, Tester shall not at any time (during or after the term of this Agreement) divulge any passwords, access credentials, data seen or generated, the Application’s processes or algorithms, or the results produced by the Application to any person or entity outside of the Company. Tester will use at least reasonable care (and no less care than they use to protect their own sensitive information) to prevent unauthorized use or disclosure of the Confidential Information. Tester may discuss Confidential Information only with authorized representatives of the Company (or, if applicable, in private channels provided by the Company for tester feedback). No social media posts, blogs, articles, or conversations with others should reveal any Confidential Information about the Application or the beta test. If Tester is required by law or court order to disclose Confidential Information, Tester must promptly notify the Company (if legally allowed) so the Company can seek an appropriate protective order or other remedy.

The Company grants Tester a limited, non-transferable, non-exclusive, revocable license to download, install, and use the Application on Tester’s device(s) solely for the purpose of this beta test. This license will automatically terminate upon the end of the beta period or earlier termination of this Agreement. Tester shall not do or attempt to do any of the following:

Tester acknowledges that all rights, title, and interest in the Application (and all intellectual property therein) remain the exclusive property of the Company. Except for the limited license above, no other rights or licenses are granted to Tester, and the Company reserves all rights not expressly provided. Tester will not remove or obscure any copyright, trademark, or proprietary notices on the Application. Unauthorized use or distribution of the Application is a serious breach of this Agreement.

Tester agrees to use the Application in a responsible and lawful manner. Tester will not use the Application to violate any law or regulation, or to infringe on the rights (including privacy and intellectual property rights) of any other person. In particular:

Tester will only input or upload content (such as WhatsApp conversation text) that Tester has the legal right to use for this purpose. Tester confirms that any chat logs or personal data provided to the Application are either the Tester’s own or that the Tester has obtained permission from any other individuals involved to use that data in this beta test.

Tester will not use the Application to harass, defraud, stalk, or cause harm to anyone. The Application’s analysis or advice should not be used in any manner to make decisions that would violate any person’s rights or dignity.

Tester will not use the Application as a proxy for others. This means Tester will not allow any friend, family member, or any third party to log in with Tester’s credentials or otherwise use the Application through Tester’s account. Each interested user must apply and be approved separately by the Company to participate. If someone asks Tester to use the app on their behalf (for example, to analyze their relationship chats), Tester must decline and refer them to the official testing signup.

Tester will not attempt to circumvent any security or access controls in the Application. Any discovery of security issues or bugs should be reported to the Company, not exploited.

Tester agrees not to misuse the Application by inputting any data that is grossly offensive, illegal (e.g. hate speech, explicit non-consensual content), or unrelated to the Application’s intended use (relationship counseling analysis). The Company reserves the right to monitor Tester’s use for compliance and to ensure the system’s integrity (in accordance with the Privacy clause below).

By adhering to these acceptable use terms, Tester helps ensure the beta is safe and productive for all involved. The Company may terminate Tester’s access immediately if Tester is found to be misusing the Application or violating these rules.

Tester agrees to provide reasonable feedback to the Company about the Application’s performance, usability, features, and any defects or bugs encountered. This may include responding to surveys or questions from the Company, reporting problems via email or a feedback form, and suggesting improvements or ideas. Feedback is a crucial part of the beta test, and Tester will make good-faith efforts to share their experience and insights.

Tester grants to Company a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate any feedback, suggestions, or ideas provided by Tester into the Company’s products and services. Company shall have the right to exploit and use feedback in any manner, including in developing the final product, without any obligation to Tester. Tester acknowledges they will not receive compensation for providing feedback or for any ideas or improvements that are implemented, and that Company is not obligated to use any feedback Tester provides.

Tester also agrees that any feedback they provide will not include third-party confidential information and will not infringe any third-party’s rights. (In other words, Tester should not share someone else’s proprietary ideas as feedback.)

The Company is committed to protecting Tester’s privacy and personal data. In the course of this beta, the Company may collect and process personal information, including Tester’s contact information (for registration) and the content of conversations that Tester chooses to analyze using the Application. By participating, Tester consents to such processing for the purposes of this beta test and improvement of the Application.

Use of Data: The personal chat data that Tester inputs into the Application will be used only to provide analysis to the Tester and to improve the Application’s algorithms (for example, by allowing the Company’s AI to learn from anonymized patterns). The Company will not share Tester’s conversation data or analysis results with any third party outside the beta program team, unless expressly permitted by Tester or required by law. Any aggregated insights (e.g., common relationship issues) derived from testers’ data will be anonymized so no individual is identifiable.

Protection Measures: The Application and Company’s systems employ encryption and security measures to safeguard data. Conversations uploaded may be encrypted in transit and at rest on Company’s servers. Access to raw conversation data is limited to authorized personnel who need it for debugging or improving the AI, and those personnel are bound by confidentiality. The tester’s identity will be kept separate from conversation content wherever feasible to maintain privacy.

Compliance: The Company will handle all personal data in compliance with applicable data protection laws, including but not limited to the EU General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and Costa Rican data privacy laws. This means Tester has rights regarding their personal data. For instance, EU testers may have the right to access or delete data, and all testers can contact the Company to request deletion of their conversation data upon leaving the beta. The Company’s [Privacy Policy] (if one exists, it should be referenced here) is incorporated by reference, and Tester acknowledges they have read or had the opportunity to read it​. If any portion of this Agreement conflicts with the Privacy Policy or applicable law, the Company will follow the law and Privacy Policy in how it handles personal data.

Third-Party Data: Tester represents that any data they input (including WhatsApp chats) either belongs to them or they have consent from the data subjects to use it. The Company is acting as a data “processor” of the Tester’s data for the purpose of providing the service. Tester should not forward or include any information about others who have objected to such use. If any individual whose data is included in a chat requests deletion or objects to processing, Tester should inform the Company promptly so appropriate action can be taken to comply with their rights.

By agreeing to this NDA, Tester also agrees to the data practices described above. The Company will notify testers if there is any data breach involving their data and will take all required steps to address it. This Privacy and Data Protection clause survives the expiration of this Agreement for as long as the Company retains personal data from Tester.

This Agreement and the confidentiality obligations herein commence on the Effective Date and will remain in effect for three (3) months. After three months from the Effective Date, this Agreement will expire unless it is extended in writing by the Company. (If the Company releases the Application to the general public before the 3-month period ends, the Company may at its discretion release the Tester from confidentiality at that time, but until an official public release or the expiry of 3 months, the obligations remain in force.)

Either Party may terminate this Agreement before the 3-month term:

The Company can terminate or suspend the beta test or Tester’s participation at any time, for any reason or no reason, by providing notice (which can be an email or in-app notification to Tester).

The Tester may also exit the beta at any time by notifying the Company and ceasing use of the Application (though Tester’s confidentiality obligations will continue as noted).

Upon expiration or termination of this Agreement for any reason, Tester must immediately stop using the Application. This includes logging out and discontinuing all access to any online beta platform. Within a reasonable time (no more than 7 days) after termination or request by Company, Tester shall delete any copies of the Application software in their possession (for example, uninstalling the mobile app or deleting any beta APK or testflight install). Tester also agrees to permanently delete or return any confidential documents or materials received from the Company as part of the beta. If requested by Company, Tester will certify in writing (or via a provided form) that they have complied with the obligations in this paragraph.

All sections of this Agreement which by their nature should survive termination (such as confidentiality, feedback ownership, liability limitations, and governing law) shall survive the expiration or termination of the Agreement. However, after the Agreement expires or a public release of the product, Tester is free to discuss information that has become public through no breach of this Agreement.

Tester acknowledges that any breach of this Agreement’s confidentiality or misuse provisions may cause irreparable harm to the Company, for which monetary damages may be difficult to calculate. Therefore, in the event of an actual or threatened breach, the Company is entitled to seek immediate injunctive relief (a court order to stop the breach) and/or specific performance, in addition to any other legal remedies available. If Tester breaches this Agreement, they shall be liable for any and all damages suffered by the Company as a result. This may include (but is not limited to) the Company’s lost profits, lost business opportunities, or damage to reputation caused by the disclosure or misuse, as well as the costs of legal action to enforce this Agreement.

In the event of a dispute arising from an alleged breach, the prevailing party in any legal action shall be entitled to recover its reasonable attorneys’ fees and court costs from the other party. Additionally, if a court finds that Tester willfully and maliciously misused the Company’s trade secrets or Confidential Information, Tester may be liable for exemplary or punitive damages and statutory fines to the extent allowed by applicable law. Tester agrees that no bond or security will be required if the Company seeks an injunction, to the maximum extent permitted by law.

Tester understands and agrees that the Application is pre-release software, still in development, and is provided “AS IS” without any warranties of any kind. The Company disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. The Application may contain bugs, errors, or inaccuracies; Tester is advised to not rely on it for any critical purpose. For example, any relationship advice or analysis given by the Application should not be taken as professional counseling or relied upon to make important decisions without other considerations. Tester uses the Application at their own risk.

To the fullest extent permitted by law, the Company shall not be liable for any direct, indirect, incidental, special, or consequential damages arising out of or related to this Agreement or Tester’s use of (or inability to use) the Application. This includes, for example, any loss of data (including if some conversation data gets corrupted or leaked despite security, though Company will strive to prevent this), loss of profits, interruption of business, or emotional distress allegedly caused by the Application’s outputs. In any case, if a liability is found that cannot be disclaimed, the total liability of the Company to Tester shall not exceed $100 USD. Some jurisdictions do not allow certain warranty disclaimers or liability limitations, so portions of this section may not apply to Tester to the extent prohibited by law – but in no event will the Company have liability greater than permitted by applicable law.

Tester acknowledges that the purpose of this clause is to allocate the risks of testing a pre-release product, which is provided to Tester without charge. The foregoing limitations are a fundamental part of the basis of the bargain between Company and Tester.

Tester’s participation in the beta is completely voluntary. Nothing in this Agreement shall be construed to create any employment, partnership, or agency relationship between the Company and Tester. Tester is not an employee or agent of the Company, and Tester is not entitled to any compensation, insurance, or benefits from the Company. The Tester’s sole potential reward is the experience of testing the app and possibly early access to features or improvements based on their feedback. Tester cannot make claims against the Company for wages, unemployment benefits, or any other compensation. Furthermore, Tester cannot bind the Company to any agreements – they are not a representative of the Company.

Tester agrees that they are participating as an independent tester and assumes responsibility for their own costs (for example, any data usage charges on their phone, etc., the Company will not reimburse those). If Tester is an employee or contractor of some other entity, Tester is participating in their individual capacity and not as a representative of that employer.

This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the Republic of Costa Rica, without regard to any conflicts-of-law provisions. In particular, for U.S. law, the internal laws of the State of [e.g. California] will apply (if Tester resides in the U.S., any applicable federal or state laws for consumer protection or data protection will also apply); for Costa Rica, the laws of Costa Rica will apply to matters within its jurisdiction.

The Parties agree that any dispute or claim arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts located in [City], Costa Rica and/or [City], USA. The Company, at its option, may choose a forum that is appropriate given the Tester’s location and the nature of the claim. Tester waives any objections to the venue or jurisdiction of such courts, including any claim that such action has been brought in an inconvenient forum.

Both Parties acknowledge that they understand the choice of law and forum. (If necessary and enforceable, the Company and Tester may also agree to resolve disputes through arbitration or mediation – but such clause is not explicitly included here and can be added if desired.)

Tester represents that their age is ___ years. Tester must be at least 13 years old to participate. If Tester is under the age of 18 (or under the age of majority in their country of residence), a parent or legal guardian must review and consent to this Agreement. By signing or accepting this Agreement, Tester affirms that (a) they are 18 or older, or (b) if between 13 and 17, their parent/guardian has read and signed below to consent, and therefore Tester has legal capacity to enter this Agreement. Contracts with minors without parental consent may be voidable; this clause is to ensure a binding commitment.

If Tester is a parent/guardian signing on behalf of a minor tester: you agree to assume full responsibility for the minor’s compliance with this Agreement, and you will be responsible for any breach by the minor.

IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure and Beta Test Agreement as of the Effective Date.

Company (Chat Counselor) Name: AuthorizedRepresentativeNameAuthorized Representative NameAuthorizedRepresentativeName Title: TitleTitleTitle Signature: _________________________ Date: _______________

Tester (Participant) Name: Tester’sFullNameTester’s Full NameTester’sFullName Signature: _________________________ Date: _______________

Parent/Guardian (if Tester is a minor under 18) Name: ParentorGuardianNameParent or Guardian NameParentorGuardianName Relationship to Tester: Mother/Father/LegalGuardianMother/Father/Legal GuardianMother/Father/LegalGuardian Signature: _________________________ Date: _______________