Agreements

RECITALS

1. Company is in the business of providing wellness consulting, wellness scientific research, career development coaching, life coaching, business consulting, and other similar services.
2. Alpha/Beta Tester desires to become a product or service tester for Company in providing various services in support of Company’s products and/or services.
3. While performing the duties and responsibilities to Company, Alpha/Beta Tester may have access to information regarding Company's intellectual Property (IP), proprietary services, products, AI models, marketing materials, and processes.
4. Company has a critical and legitimate interest in Alpha/Beta Tester’s conduct while performing its duties, including preventing Alpha/Beta Tester from disclosing or otherwise using for its own advantage Company's confidential business information.

 Alpha/Beta Tester and Company agree as follows:

• Purpose. The Company is in the process of developing InkWell, a digital wellness and journaling assistant integrating AI prompts and human coaching. To aid in refining the product prior to public launch, the Company is granting select individuals limited access for the purposes of alpha testing. Tester desires to participate and provide feedback to support the platform’s development.

• Limited License & Access. Tester will be granted access to the InkWell web application, including journaling, file uploads, prompt generation via “Sophy” (AI assistant), and optional interaction with coaching features. Access will continue through the alpha period and until the launch of the standalone mobile application.

• Intellectual Property & Confidentiality. All rights, title, and interest in and to InkWell, including its name, visual branding, concepts, software, AI prompts, analytics, documentation, and improvements, are and will remain the sole property of Pegasus Realm LLC. Tester agrees to:
  1. Maintain confidentiality regarding the application and its functionality
  2. Not disclose or publish details about InkWell’s features, concepts, or feedback discussions
  3. Avoid reverse-engineering, copying, or duplicating the software or any part thereof
  4. Allow anonymized usage data and content to be analyzed for product development and wellness research purposes
  5. The Company reserves the right to use aggregated, de-identified data for scientific studies, research articles, internal performance review, and public impact reports

The Company reserves the right to use aggregated, de-identified data for scientific studies, research articles, internal performance review, and public impact reports

• Tester Responsibilities.

Tester agrees to:

1. To the best of their ability, use the application at least two (2) times per week
2. Provide feedback via built-in forms or direct email (contact methods to be provided)
3. Participate in monthly Zoom calls (30 minutes) with Company representatives to share observations, suggest improvements, and preview upcoming updates
4. Refrain from any use of the application that may harm its performance or integrity

Failure to meet the minimum engagement requirement may result in termination from the testing program.

• Compensation & Incentives. This is a volunteer position, and no financial compensation will be offered. However, the Tester will receive significant benefits, including:
  1. Full complimentary access to InkWell during the alpha/beta phase
  2. Use of AI features (“Sophy”) and human coaching
  3. Lifetime benefits including:
     1. Permanent discounted pricing on all paid tiers after launch
     2. Early access to new features

• Recognition as a founding tester (optional)

1. Priority access to future beta programs

1. Occasional surprise perks and merchandise

These incentives are being offered as is. Company reserves the right to change or cancel perks as it sees fit. Company makes a good faith promise to uphold all offered perks.

• Referrals. The Company reserves the right to offer referral incentives. Should Tester refer friends or colleagues to the program, additional perks may be awarded, including subscription credits or bonus features. Terms will be shared separately.

• Non-Disclosure of Confidential Information.
  1. During the term of this Agreement, Alpha/Beta Tester will be provided with access to certain confidential business information, trade secrets, and other private matters, which are of a commercially valuable technical or non-technical confidential or proprietary nature, and which were used or developed by Company or its predecessors-in-interest, successors-in-interest, affiliates, or assigns, (“Confidential Business Information”). The protection of Confidential Business Information is vital to Company's interests and success, including the interest and success of all of its predecessors-in-interest, successors-in-interest, affiliates, or assigns, and is protected under Hawaii statutes or case law, which prohibit the disclosure of Confidential Business Information.

1. Confidential Business Information, includes without limitation, written, oral or observed information pertaining to the business operations of Company or its predecessors-in-interest, successors-in-interest, affiliates, or assigns, past, present, information relating to development and plans, marketing strategies, finance, operations, systems, proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, data, databases, inventions, know-how, trade secrets, customer lists, customer relationships, customer profiles, supplier lists, supplier relationships, supplier profiles, pricing, sales estimates, business plans and internal performance results relating to the past, present or future business activities, technical information, designs, processes, procedures, formulas or improvements, financial statements, customer service concerns, compilations of information, competitive or technical analyses, know-how, operation secrets, tricks, methods and training techniques, technical data, methods, processes, sales analyses, customer lists, customer purchasing histories, software documentation, strategic business plans, financial information regarding shareholders, officers, directors, and employees, business strategies, and all other information or items, which Company or its predecessors-in-interest, successors-in-interest, affiliates, or assigns, consider “confidential”, a “trade secret,” or “proprietary.” Confidential Business Information exists regardless of whether it is actually a trade secret and regardless of the form in which it is maintained, including hard copies, copies maintained on any computer system, saved on diskettes, tapes, or other physical or electronic storage media.

1. Alpha/Beta Tester understands and acknowledges that Confidential Business Information is confidential and proprietary to Company and is owned by and remains the exclusive property of Company or its predecessors-in-interest, successors-in-interest, affiliates, or assigns. Alpha/Beta Tester shall not directly or indirectly, discuss, divulge, use, or disclose Confidential Business Information to anyone for any reason or purpose whatsoever except in the exclusive performance of its authorized duties.

1. Notwithstanding anything in this Section 7 to the contrary, Confidential Business Information shall not include matters of public knowledge that are not disclosed by Alpha/Beta Tester, information received by the recipient from a third party who is not bound to a duty of confidentiality, information independently developed by Alpha/Beta Tester, information disclosed by operation of law, information disclosed with the prior written consent of Company, and any other information that Company and Alpha/Beta Tester agree in writing is not confidential.

1. These confidentiality provisions shall remain in full force and effect after the termination of this Agreement.

• Term & Termination. This Agreement will remain in effect until terminated by either party with written notice. The Company reserves the right to revoke access or terminate participation at any time for any reason, including inactivity or violation of terms.

• Legal & Acknowledgements. This Agreement does not create any employment, joint venture, or agency relationship between the Parties. The Tester affirms that they are 18 years of age or older and legally competent to enter this agreement.

The Tester further agrees to the Company’s published Privacy Policy and Terms & Conditions, which apply to all interactions with InkWell and related services.

All legal disputes shall be governed under the laws of the State of Hawaii.

• Electronic Signature. This Agreement may be signed and delivered electronically via Dropbox Sign or a similar platform. Electronic signatures shall be legally binding and enforceable.

• Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing, and shall be deemed to have been given on the date of service if served personally on the party to whom notice is to be given, or on the next business day after deposit with a reputable overnight courier with all delivery charges provided for, and properly addressed as follows:

Any party may change its address for purposes of this paragraph by giving the other parties written notice of the new address in the manner set forth above.

• Other Documents and Acts. Each party shall execute and deliver all documents and instruments and perform further acts as may be reasonably necessary to carry out the terms and conditions of this Agreement and all of the transactions referenced here.  Any consent or approval required from either or both parties under this Agreement will not be unreasonably withheld, delayed, or conditioned by the other party.

• Independent Legal Advice. Each of the parties has had the opportunity to receive and has received independent legal advice from its attorneys of choice with respect to the advisability of executing and entering into this Agreement. 

• Binding; Assignment. This Agreement and all of its provisions will be binding upon and inure to the benefit of the parties and their respective representatives, transferees, predecessors-in-interest, permissible successors-in-interest, affiliates, heirs, executors, administrators, and permissible assigns.  Neither this Agreement nor any of the rights, interests, or obligations under this Agreement shall be assigned or delegated by Alpha/Beta Tester without the prior written consent of Company.  Any assignment or delegation made in violation of this Agreement will be null and void.

• Survival. Except as specifically limited, the representations, warranties, and indemnifications in this Agreement will survive the termination or cancellation of this Agreement and will be and remain enforceable against the party to be charged.

• Confidentiality. The parties to this Agreement shall not disclose the terms of this Agreement to any other individual or entity, other than to their respective attorneys or accountants, unless compelled by judicial or administrative process.  If the transactions contemplated by this Agreement are not consummated, confidentiality will be maintained except for the information described in Section 7.D.  Confidential information will not be used to the detriment of, or in relation to any investment in, the other party.

• Waiver. The waiver by one party of the performance of any covenant, condition, promise, or the time for performing any act under this Agreement shall not invalidate this Agreement nor shall it be considered a waiver by that party of any other covenant, condition, promise, or the time for performing any other act required by this Agreement.  A waiver, to be effective, must be in writing and signed by all of the parties to this Agreement.

• Severability. If any term, covenant, condition, or provision of this Agreement or any part of any term, covenant, condition, or provision shall finally be determined to be invalid, void, or unenforceable, the provision or part of the provision shall be deemed to be severed from this Agreement, and every other provision of this Agreement shall remain in full force and effect.  In the event of partial invalidity, the parties shall seek in good faith to agree on replacing any legally invalid provisions with valid provisions, which most nearly and fairly approach the effect of the invalid provision and the intent of the parties in entering into this Agreement.

• Construction. This Agreement shall be construed as a whole in accordance with its fair meaning.  Captions and organization are for convenience and shall not be used in construing the meaning of this Agreement.  This Agreement shall not be construed for or against any party based upon the contention that the party in question was the source of the language or clause in issue.  The masculine, feminine, and neuter gender, and the singular and plural number shall each be deemed to include the other whenever the context so indicates.

• Authorized Signatories. Each party warrants and represents to one another that the individuals executing this Agreement, on behalf of each party, are authorized signatories on behalf of that party; that the signatories and the parties have the full power, legal right, capacity, and authority to enter into this Agreement; that all legal requirements and formalities have been complied with in connection with entering into and with the execution and consummation of this Agreement; and that the signatories and parties have the full power, legal right, capacity, and authority to make the representations, warranties and covenants set forth here.  The parties shall indemnify, defend, and hold harmless each other from any claim, damage, expense, attorney’s fees, or court costs incurred, whether directly or indirectly, by reason of any breach or alleged breach of these warranties and representations.

• Entire Agreement. This Agreement sets forth the entire agreement between or among the parties.  No other agreements, covenants, representations, or warranties, express or implied, oral or written, have been made by any party to any other party with respect to the subject matter of this Agreement.  All prior contemporaneous conversations or negotiations are not relied upon and are waived, merged here, and superseded by this Agreement.  This is an integrated agreement.  This Agreement cannot be modified, altered, or amended except by an instrument in writing executed by all of the parties.  There are no exceptions to this requirement.  Nothing else, including without limitation, detrimental reliance, conduct, or alleged oral agreements, shall be effective to alter this Agreement.  No prior agreement, promise, representation, warranty, or understanding, verbal or written, made by any of the parties and which is not expressly contained in this Agreement shall be binding upon any of the parties to this Agreement.

• Governing Law. The validity, meaning, and effect of this Agreement shall be determined in accordance with _______ law, regardless of choice of law principles.

• Disputes. Any dispute arising from this Agreement shall be resolved through mediation. If the dispute cannot be resolved through mediation, then the dispute will be resolved through binding arbitration conducted in accordance with the rules of the American Arbitration Association.

• Attorneys’ Fees. If any legal action or other proceeding is brought arising out of or related to this Agreement, the successful or prevailing party shall be entitled to recover its reasonable attorneys' fees, consultant and expert costs, court costs, and all other expenses incurred in that action or proceeding, in addition to any other relief to which it may be entitled.

• Counterparts. This Agreement may be executed in any number of counterparts.  Each counterpart shall be deemed to be an original instrument, notwithstanding that all of the parties' signatures do not appear on the same page. Electronic signatures and execution, e.g., facsimile, pdf, DocSign, Adobe Sign, shall be effective for all purposes as an executed original.