This Agreement (Agreement) sets forth the terms and conditions whereby you, a service provider fully-licensed (to the extent required by applicable law) and qualified to provide the services contemplated by this Agreement (Medical provider or you), agree to provide certain services (Care Services) to third parties that may, from time to time, be referred to you via the web-based platform or mobile application of Skynapse Sdn. Bhd (Skynapse), a company incorporated under the laws of Malaysia. Your contact information, including mailing address, phone number, and email address is located on your account profile page and is incorporated herein by reference. You are obligated to maintain this information and ensure it is current.

    1. BACKGROUND.
      1. What we do.

Skynapse is the creator of a technology platform that creates a marketplace to connect potential clients, which may be individuals (Individual Client) or institutions (for example hospitals or other care facilities) (Institutional Client) (collectively, the Clients) with fully-licensed (to the extent required by applicable law) and qualified professionals, such as Medical provider, to provide Care Services. Skynapse provides a web-based and mobile application-based portal (Healp Platform) through which the Clients may connect with a network of Medical provider with whom they may arrange a variety of Care Services on behalf of themselves or others (Care Recipient) or through which the Institutional Client may engage directly with Skynapse in order for Skynapse to source Medical provider for one-time, shift, short-term contract or other types of Care Services, which shall be provided to the Institutional Client by Skynapse. You understand and intend that you will provide the Care Services to Care Recipients strictly as an independent contractor, and not as an employee, worker, agent, joint venturer, partner or franchisee of Skynapse or any Client for any purpose. For Care Services provided to Individual Clients, Skynapse’s role is limited to offering the technology platform as a source of referrals for Individual Clients and Medical providers and facilitating payments from Individual Clients to Medical providers. In these circumstances, Skynapse is acting as the disclosed agent for Medical provider and Medical provider is the principal of that contracting arrangement with the Individual Client. In these circumstances, Skynapse will be entitled to the Brokerage Fee set out below for the services it provides pursuant to this Agreement.

For Care Services provided to Institutional Clients, Skynapse’s role will be as the direct service provider to the Institutional Client and the principal of the contracting arrangement with the Institutional Client. In these circumstances, Skynapse engages Medical provider under this Agreement as Skynapse’s sub-contractor to provide the required Care Services to the Institutional Client.

Skynapse and Medical provider acknowledge and agree that the Care Services will be performed in a designated location as requested by the Clients.

Any third party who is engaged by the Medical provider to perform the Care Services, shall at all times remain as Medical provider’s Sub-Contractor and is not in any legal relationship with Skynapse (including without limitation any employment or contracting relationship).For the avoidance of doubt, Medical provider shall obtain prior written consent from Skynapse should the Medical provider intend to engage any third party to perform the Care Services.

      1. The Skynapse Platform and Terms of Use.

By entering into this Agreement with Skynapse, you hereby agree to be listed on Skynapse’s database of Medical provider for the purpose of receiving Booking Requests (as defined below). Before receiving access to the Skynapse Platform, you must also review and agree to the Terms of Use and Privacy Policy of the Skynapse Platform, which are incorporated herein by reference and which you acknowledge that you have reviewed and accepted. To the extent the Terms of Use are inconsistent with this Agreement, this Agreement shall prevail. From time to time, in their sole and complete discretion, the Clients will submit a request to Skynapse for Care Services, setting forth the nature of the Care Services required (Booking Request). Skynapse will review the Booking Request and decide in its sole discretion whether Skynapse is able to assist with the Booking Request. If Skynapse is able to assist with the Booking Request, Skynapse will make such Booking Request available on the Skynapse Platform. To the extent feasible, Skynapse will provide details relating to the Booking Request, including requested Care Services, location, booking time, and any other additional requirements for such Care Services. Some of the details necessary for Medical provider to provide the Care Services may also be provided by the Clients and/or Care Recipients. Skynapse is not responsible for verifying any such details provided by the Clients and/or Care Recipients. Skynapse does not guarantee any minimum number of Booking Requests will be available to Medical provider at any point during the term of this Agreement.Medical provider will have the opportunity to review Booking Requests on the Skynapse Platform and apply for Booking Requests (Application) as described herein. Medical provider has no obligation to apply for Booking Requests, however once Medical provider has submitted an Application for a Booking Request, Medical provider will be subject to Skynapse’s cancellation policy. Once a Medical provider applies for a Booking Request, Skynapse will review the Application and determine Medical provider’s suitability. The selection of Medical provider for the Booking Request shall be subject to Skynapse’s sole discretion.

Once Skynapse confirms Medical provider for a Booking Request, the Skynapse Platform will confirm that the Booking Request has been booked by the Medical provider (Booked Services) and thereafter notify Medical provider and the Client. Booked Services are Care Services for which you have applied and Skynapse has approved you for a Booking Request.

At this point, for Care Services to be provided to Individual Client, a contract will be formed directly between the Individual Client and Medical provider for Medical provider to complete the Booked Services. In such circumstances, you hereby appoint Skynapse to be your disclosed agent for the purposes of entering into such a contract with Individual Client. You acknowledge that you shall be principally responsible for providing the Care Services to the Individual Client and the principal pursuant to that contracting arrangement.

For the Care Services to be provided to Institutional Client, Skynapse will be principally responsible for providing the Care Services to the Institutional Client, with Medical provider as a Skynapse’s sub-contractor in such arrangements.

You agree that your name, phone number, likeness, and other profile information may be provided or made available to the Clients by or on behalf of Skynapse after the Care Service is booked.

      1. Background Checks.

Before receiving access to the Skynapse Platform, Medical provider must submit to and pass a background check through Skynapse’s background check provider. After receiving access to the Skynapse Platform, Skynapse may from time-to-time, in its reasonable discretion and in accordance with applicable law, conduct additional background checks on Medical provider through Skynapse’s background check provider.

      1. Requirements.

        Prior to being able to accept Booking Requests, Medical provider agrees to provide Skynapse with the following information and personal data:

        1. Contact details, including full legal name, address, date of birth, gender, telephone number, photograph, bank account details, credit card details and email address;
        2. A copy of his/her NRIC (or, if Medical provider is a business or company, a copy of the NRIC of each of its partners or directors and that of any sub-contractor, employee and/or assistants (Sub-Contractors) which Medical provider wishes to utilize in the provision of the Booked Services);
        3. A copy of the relevant up-to-date educational and professional certificates (for example, nursing or caregiver certificates, first aid certificates, etc.) and health screening report of Medical provider;
        4. References of previous employer(s) and/or trainer(s) with whom Medical provider has worked, if so requested by Skynapse;
        5. Language, race and religion;
        6. Timeslots during which Medical provider expects to be available for the provision of Care Services;
        7. The scope of Care Services Medical provider is qualified and willing to provide; and
        8. Any other information reasonably requested by Skynapse.

Medical provider agrees to notify Skynapse immediately of any changes to the above information. Medical provider agrees to provide Skynapse with updates to the above information, including but not limited to copies of renewed licenses and certificates, as required by applicable laws, rules or regulations. Any failure to notify or provide such information to Skynapse shall entitle Skynapse to deactivate or deprioritize Medical provider’s access to Booking Requests and/or the Skynapse Platform.

The information provided by Medical provider as set forth in this Section 1.4 is required by Skynapse to carry out its business and Skynapse shall process such information in accordance with the Personal Data Protection Act 2010 (PDPA) and the Privacy Policy. Medical provider hereby consents to the collection, use, disclosure, transfer and storage of its personal data for Skynapse to assess the suitability of Medical provider for the Skynapse Platform and/or the provision of Care Services, recommend Medical provider for particular Booking Requests, conduct general marketing analysis and outreach with respect to Care Services, and improve internal business operations. Medical provider is aware of its obligations under the PDPA and any personal data collected or processed by Medical provider pursuant to or in relation to any Booking Request, Booked Services and this Agreement shall be used for the sole purpose of providing Care Services only.

To ensure the safety and security of the Clients, Skynapse reserves the right in its absolute and sole discretion to reject, remove, or otherwise cease recommendation of any Medical provider or Medical provider’s Sub-Contractors from the Skynapse Platform whom it deems unfit to provide Care Services. Medical provider shall have no claim against Skynapse for Skynapse’s rejection or removal of Medical provider from the Skynapse Platform.

    1. THE SERVICES.
      1. Booking Requests.

Medical provider shall be eligible to apply for Booking Requests through the Skynapse Platform requesting any Care Services that Medical provider is qualified and fully-licensed (to the extent required by applicable law) to provide. In those jurisdictions where a license, permit, or certification is required to perform the Care Services, Medical provider shall, upon reasonable request, provide proof to Skynapse of all necessary, up-to-date licenses, permits and/or certifications before Medical provider provides any such Care Services under this Agreement. To ensure that the Skynapse Platform remains a reliable source of referrals, once an Application is confirmed by Skynapse or Medical provider has agreed to provide subcontracting services to Skynapse in respect of any particular Institutional Client (as applicable), Medical provider is contractually obligated to complete the Booked Services to the satisfaction of the Clients, and Skynapse in the case of Care Services provided to Institutional Client.By applying for a Booking Request, Medical provider is deemed to have agreed to perform the Booked Services at the location, time and dates as specified in the Booking Request, and Medical provider further agrees that the estimated amount of time to carry out the Care Services as specified in the Booking Request is an appropriate timeframe in which Medical provider can effectively and efficiently complete the Booked Services.

In order to apply for Booking Requests, Medical provider must possess a smartphone equipped with access to the Skynapse’s Platform (Compatible Mobile Device), subscribe to an appropriate data plan, and download Skynapse’s Medical provider mobile application (Mobile Application) onto the Compatible Mobile Device used by Medical provider. All Applications for Booking Requests must be submitted through the Mobile Application. Medical provider will record his or her time and provide the Clients summaries through the Mobile Application.

Skynapse collects the latitude and longitude location (Location Coordinates) of the Compatible Mobile Device for a period of time prior to the scheduled start of a Booked Service for the purpose of confirming when Medical provider begins providing the Booked Service, and following the scheduled end of a Booked Service for the purpose of confirming that the Booked Service is completed. In addition, Skynapse may collect the Location Coordinates of the Compatible Mobile Device to verify Medical provider’s location at Clients’ or Care Recipient’s site. Skynapse may also disclose Medical provider’s location information and contact information as required by applicable law, to authorized service providers, or when Skynapse believes that such disclosure is necessary to protect the rights, property, or safety of Skynapse, Skynapse Platform’s users, Clients, Care Recipients, and/or others. Skynapse has no right to collect or use GPS data for the purpose of controlling or monitoring the manner and means by which the Medical provider provides the Care Services contemplated by this Agreement, or the frequency with which the Medical provider uses the Skynapse Platform to apply for Booking Request. Skynapse retains Location Coordinates information to confirm that the Booked Services have been completed and retains de-identified Location Coordinates data indefinitely. By executing this Agreement, Medical provider agrees to the use and disclosure of Location Coordinates information as described above.

      1. Provision of Care Services.

Medical provider is solely responsible for determining the manner and method of performing all Care Services under this Agreement. Medical provider may personally provide Care Services or permit any Medical provider’s Sub-Contractors who have been prior approved by Skynapse to perform Care Services. Medical provider and any of the Medical provider’s Sub-Contractors will comply with reasonable guidelines, specifications, instructions, policies and/or codes of conduct and practice as may be provided by Skynapse from time to time. While performing all Care Services, Medical provider will comply with Skynapse’s dress code policy, available at healp website as described in the Service Agreement .When providing the Care Services to the Individual Client, Medical provider shall be, at all times while this Agreement is in effect, free from supervision, control and direction in the performance of the Care Services. Skynapse shall not control or have any right to control the manner or means by which Medical provider performs the Care Services, including but not limited to the Booking Requests that Medical provider accepts, or the manner in which Medical provider completes Booked Services. Skynapse has no obligation (but has the right) to inspect Medical provider’s work for quality purposes.  For Care Services to be provided to Institutional Client, Skynapse will be the principal contracting party with the Institutional Client. Medical provider agrees to follow all requirements, instructions, guidelines, specifications, policies, codes of conduct and/or practice as may be communicated directly to Medical provider by the Institutional Client. Medical provider must personally provide the Care Services and may not allow or appoint any Medical provider’s Sub-Contractors to perform such Care Services to the Institutional Client, unless the prior written approval of Skynapse is first obtained. While providing the Care Services to the Institutional Client, Medical provider will comply with Skynapse’s or Institutional Client’s dress code policy.

Medical provider agrees that it shall be subject to the supervision, control, and direction of Skynapse at all times during the term of this Agreement or when the Care Services are provided by Medical provider to the Institutional Client, Skynapse shall reserve the rights to control the manner or means by which Medical provider performs the Care Services to the Institutional Client. Medical provider agrees that it shall remain responsible for its own performance of all Care Services that it sub-contracts to Skynapse and shall obtain and maintain appropriate insurance in respect of itself and its obligations under this Agreement.

To the extent required by applicable law, Medical provider agrees to maintain a separate set of books or records reflecting all items of income and expense associated with operating his or her business.

Medical provider understands and agrees that Medical provider’s failure to complete a Booked Service in accordance with the Client’s requirements as described through the Skynapse Platform constitutes a material breach of this Agreement and may result in termination of this Agreement in accordance with Section 9. If Medical provider fails to complete any Booked Service in accordance with this Agreement, Medical provider understands and agrees that Skynapse may request that Medical provider arrange, via Skynapse, at a date and time mutually agreed with the Client, to complete the Booked Service or rectify the Booked Service, and no additional payment will be paid to Medical provider. Skynapse may make compensatory payments to the Client for any damage alleged to have been caused to the Client by Medical provider, and Skynapse may require, in its sole discretion, Medical provider to reimburse Skynapse for compensatory payments made by Skynapse. At this time, Medical provider will be covered by Skynapse’s general liability and malpractice insurance while providing Care Services under this Agreement. This is subject to change at any time, provided that Skynapse will notify you in the event of any material change.

      1. Cancellations; Rescheduling; Late Arrival.

Medical provider may not cancel a Booked Service, and cancelling a Booked Service will result in Medical provider being subject to payment of cancellation fees as set out in Skynapse’s cancellation policy (which may be amended from time to time by Skynapse without any notice to Medical provider). In the event Medical provider, upon more than twenty-four (24) hours’ notice, needs to reschedule a Booked Service, Medical provider may contact Skynapse and attempt to reschedule the Booked Service.
In the event that the Client declines to reschedule the Booked Service (on the request by Medical provider), and Medical provider is unable to perform the Booked Service as originally scheduled, Skynapse shall have the right to make the Booking Request available to other replacement professionals on the Skynapse Platform, provided that Medical provider may still be subject to cancellation fees. Repeated cancellations and/or rescheduled Booked Services on short-notice by Medical provider may result in termination of this Agreement in accordance with Section 9 or deactivation or de-prioritization of Medical provider’s access to Booking Request and/or the Skynapse Platform. Additionally, at Skynapse’s reasonable discretion, cancellation, rescheduling, no-show (without prior notification to Skynapse) or late arrivals by the Medical provider may be subject to cancellation fees as set out in the cancellation policy. Medical provider may be entitled to cancellation fees in the event a Client cancels or reschedules any Booked Services. By accepting this Agreement, Medical provider authorizes Skynapse to withhold any cancellation fees (where applicable) as payment of liquidated damages from amounts payable to Medical provider.

      1. Client Reviews.

        Medical provider acknowledges that the Skynapse Platform is intended to refer Clients only to Medical providers who maintain the highest standards of professionalism and quality of service. Medical provider acknowledges that the Client may rate and review a Medical provider at the end of every booking. Medical provider agrees to maintain high standards of professionalism and service, including but not limited to maintaining appearance and grooming standards consistent with industry standard, and maintaining a Client’s rating at or above the minimum rating established by Skynapse for access to the Skynapse Platform, as modified from time to time. In the event a Medical provider’s aggregate rating falls below the applicable minimum rating, Skynapse may issue a written warning to Medical provider, and reserves the right to deactivate or deprioritize the Medical provider’s access to Booking Request and/or the Skynapse Platform. Skynapse agrees to provide Medical provider written notice of the minimum rating and any changes thereto. Medical provider may appeal any written warning and provide proof of extenuating circumstances. Skynapse shall be entitled, in its sole discretion, to accept or reject any appeal.

      2. Costs of Operation.

        Medical provider may be eligible to seek reimbursement for certain expenses incurred by Medical provider depending on the Client and type of Care Services provided. Please refer to Skynapse’s expense reimbursement policy and procedures.

      3. Use of Voice, Image and Likeness.

        Medical provider gives Skynapse permission to use any and all of Medical provider’s voice, image, likeness, and any ratings and reviews from the Clients about Medical provider, with or without using Medical provider’s name, in connection with the products and/or services available through the Skynapse Platform, for the purposes of advertising and promoting such products and/or services and/or Skynapse, for the purposes of identifying Medical provider to the Clients, and/or for other purposes deemed appropriate by the Skynapse in its reasonable discretion, except to the extent expressly prohibited by laws. In addition to the foregoing, Medical provider may be required to submit an image for use by the Skynapse Platform to facilitate identifying Medical provider with the Clients. Medical provider also represents and warrants the Medical provider owns the copyright of any image or likeness that the Medical provider provides to Skynapse.

      4. Call and SMS Data.

        Medical provider agrees that Skynapse may mask Medical provider’s phone number when Medical provider calls or exchanges text (SMS) messages with the Clients and/or Care Recipients through the Mobile Application. To facilitate this process, Skynapse and its service provider may receive in real time and store call data, including the date and time of the call or text (SMS) message, the parties’ phone numbers, and the content of the text (SMS) messages. Medical provider consents to the masking process described above and to Skynapse’s use and disclosure of this call data for its legitimate business purposes. Medical provider also consents to Skynapse’s sending text (SMS) messages directly to Medical provider as described in the Terms of Use. Medical provider understands and agrees that the Clients and/or Care Recipients may have access to Medical provider’s phone number outside of the Mobile Application.

  1. SERVICE FEES.
    1. Booked Service Fees.

For the Care Services provided to Individual Client, Skynapse will invoice the Client on behalf and in the name of Medical provider for fees payable by the Individual Client for the Booked Services (Booked Services Fees) after completion of the Booked Services. All payments due shall be made to the third party escrow and payment agent engaged by Skynapse to collect the Booked Service Fees and process the relevant payments in respect to the Care Services to Medical provider and Skynapse (Payment Agent). Payment Agent will collect the Booked Services Fees from the Individual Client and will process payment as set forth below. For the Care Services provided to the Institutional Client, Skynapse shall invoice the Institutional Client in its own name for fees payable by the Institutional Client for the Booked Services after the completion of the Booked Services. Medical provider acknowledges that Skynapse will be solely entitled to the fees received from the Institutional Clients (Institutional Fees). Medical provider will be entitled to the agreed rate with Skynapse for providing the Care Services to the Institutional Client (Sub-Contracting Fees). All Booked Services Fees (after deducting the Brokerage Fee) and/or Sub-Contracting Fees payable to Medical provider shall be paid by the Payment Agent at the end of the applicable payment cycle following completion of the Care Services (Payment Cycle) into the bank account as specified by Medical provider. Payment cycle durations are subject to change at any time in Skynapse’s sole discretion. Medical provider acknowledges that Skynapse maintains the right to amend the Booked Service Fees and/or Institutional Fees at its sole discretion provided that this does not affect the agreed fee to be paid to Medical provider.

    1. Brokerage Fees.

      For the Care Services provided to Individual Client, a brokerage fee (exclusive of Tax) (Brokerage Fee) will be payable to Skynapse for the Booked Services that Medical provider provides. Once a Care Service is booked, the Brokerage Fee shall immediately be due and payable by Medical provider to Skynapse. Medical provider hereby irrevocably authorises and directs the Payment Agent to deduct the Brokerage Fee from the Booked Services Fees and to make payment of the Brokerage Fee to Skynapse. The deduction of the Brokerage Fee from the Booked Services Fees shall be made prior to the payment of the remainder of the Booked Services Fees to Medical provider.Medical provider further acknowledges that Skynapse maintains the right to alter the Brokerage Fees payable by Medical provider or to include any other fees from time to time at its sole discretion provided that this does not affect the agreed fee to be paid to Medical provider for Care Services previously performed. Any Tax on Skynapse’s services (where applicable) shall be borne by Medical provider and charged at the prevailing rate at the material time.

Medical provider acknowledges and agrees that (a) Skynapse will not be liable for any Client’s failure to pay any Booked Services Fees due in connection with the completed Booked Services, and Medical provider agrees that it will not make any claim against Skynapse and its sole recourse is against the Client, and (b) notwithstanding the failure by any Client to pay any Booked Services Fees, any Brokerage Fee that Skynapse is entitled to receive from the Booked Services shall remain due and payable to Skynapse by Medical provider.

    1. Tax

      Medical provider shall be responsible for ensuring that all required Tax payments (including the Medical provider’s personal income tax) arising out of all payments made to the Medical providers are made to the relevant authorities in a timely manner. Any penalties, fines or other charges resulting from Medical provider’s failure to comply with applicable tax laws shall be the sole responsibility of Medical provider. For the Institutional Fees, Skynapse will be responsible to remit any applicable Tax payable by Skynapse (but not Medical provider) under the applicable laws to the relevant authorities in a timely manner.

In the event that Medical provider is a registered person and required under the applicable laws to impose Tax on the Care Services provided to either Individual Clients or Institutional Clients, Medical provider shall inform Skynapse their registration status in a timely manner in order for Skynapse to impose and collect such Tax on behalf of the Medical provider. Medical provider agrees to indemnify Skynapse for any fines, penalties, or other liabilities arising from the wrongful imposition or collection of such Tax.

In the event that Skynapse is a registered person and required under the applicable laws to impose Tax on any of the Brokerage Fees, Sub-Contracting Fees and/or Institutional Fees, Skynapse shall be entitled to charge such Tax in addition to the quoted fees. The respective person shall be responsible to pay such Tax to Skynapse.

For the purpose of this Agreement, Tax shall mean any and all taxes, duties, levies, charges, fees or other assessments imposed by any governmental authority (including but not limited to any sales and services, goods and services, value added, excise, or other similar tax), including any interest, penalties, or other amounts imposed in connection therewith.

  1. CONFIDENTIALITY AND CLIENT PRIVACY.

Medical provider understands that in performing the Care Services, he or she will receive certain private and/or confidential information regarding the Clients and will have access to their homes, care locations, and personal belongings, and will also receive or have access to proprietary or confidential information relating to Skynapse, the Skynapse Platform, and our Services. Except upon order of government authority (e.g., Court, administrative agency) having jurisdiction, or upon written consent by the Clients, Medical provider agrees that he or she shall not use, publish, disseminate or disclose, for his or her own benefit or the benefit of any third party, any confidential information regarding Skynapse or Clients, including addresses, telephone numbers, financial information, training materials and/or operational details. Medical provider further agrees not to engage in any activity which violates the privacy of any Client, including, but not limited to, taking unauthorized photographs or making unauthorized audio or video recordings of a Client or his or her homes, care locations or personal belongings, or publishing, disseminating or disclosing any such photographs or recordings. Medical provider acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement.

  1. RELATIONSHIP OF THE PARTIES.

Medical provider is an independent contractor and has not been engaged by Skynapse to perform services on Skynapse’s behalf. Medical provider has entered into this Agreement for the purpose of having access to the Skynapse Platform or Clients introduced to it by Skynapse. In exchange for which, when Medical provider provides the Care Services to the Individual Client, Medical provider pays Skynapse a Brokerage Fee, as described herein. Further, when Medical provider provides Care Services to Institutional Client, Medical provider acknowledges that Skynapse will be solely entitled to the Institutional Fees, and Skynapse will pay Medical provider Sub-Contracting Fees, as described herein.

This Agreement shall not be construed to create any association, partnership, joint venture, employee, worker or agency relationship between Medical provider and Skynapse or any Client for any purpose. Accordingly, the Employment Act 1955 does not apply to this Agreement.

Medical provider has no authority (and shall not hold himself or herself out as having authority) to bind Skynapse and Medical provider shall not make any agreements or representations on Skynapse’s behalf without Skynapse’s prior written consent. Medical provider understands that Medical provider will not be eligible to participate in any benefit plans offered to Skynapse’s employees, including, but not limited to, vacation, group medical or life insurance, disability, profit sharing or retirement benefits or benefit plans offered by Skynapse to its employees.

Medical provider shall be responsible for its own Tax, deductions, assessments, premiums and remittances to the Inland Revenue Board of Malaysia and any other governmental or statutory authority in respect of any amount received under this Agreement. Medical provider shall be responsible for, and shall indemnify and hold Skynapse harmless for any claims, suits, or actions related to this provision, including any such claims brought by Medical provider or by any third party with respect to any claims for taxes or contributions, including penalties and interest.

  1. REPRESENTATIONS AND WARRANTIES.

Medical provider represents and warrants to Skynapse that: (a) Medical provider has the legal right to provide the Care Services that are contemplated by this Agreement; (b) Medical provider is fully-licensed (to the extent required by applicable law) and authorized to provide the Care Services contemplated by this Agreement, and has the required skill, experience, and qualifications to perform the Care Services; and (c) Medical provider shall perform the Care Services in a professional and diligent manner in accordance with best industry standards for similar services, including the completion of all accepted Booking Requests referred to Medical provider that he/she opts to accept through the Skynapse Platform; and (d) Medical provider shall perform the Care Services in accordance with all applicable laws, rules and regulations, including, but not limited to, the PDPA.

Medical provider acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement.

  1. INDEMNIFICATION

Medical provider shall defend, indemnify and hold harmless Skynapse and its affiliates and its officers, directors, employees, agents, successors, and assigns and any other entity that requests or is in any way involved in making available, arranging and/or facilitating services through the Skynapse Platform or directly via Skynapse in respect of the Care Services provided to the Institutional Client, from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable legal fees) arising out of or resulting from: (a) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from Medical provider’s acts or omissions; (b) Medical provider’s breach of any representation, warranty, or obligation under this Agreement; and/or (c) Medical provider’s breach of Section 4 of this Agreement.

The Care Services that Medical provider provides pursuant to this Agreement are fully and entirely Medical provider’s responsibility. Save for the Care Services to be provided to the Institutional Client where Skynapse directly contracts with, Skynapse is not responsible or liable for the actions or inactions of a Client or other third party in relation to the Care Services provided by Medical provider. Medical provider understands, therefore, that by using the Skynapse Platform, Medical provider will be introduced to third parties in relation to whom Skynapse has not conducted any background or reference checking, that may be potentially dangerous, and that Medical provider uses the Skynapse Platform at his/her own risk.

  1. INTELLECTUAL PROPERTY

Medical provider will not use Skynapse’s Intellectual Property without the prior written consent of Skynapse, and shall not authorize any third parties to use any of Skynapse’s Intellectual Property. Nothing in this Agreement will give Medical provider any rights in respect of any of the Intellectual Property or the goodwill associated with Skynapse or its business. Any content or information that Medical provider creates on behalf of Skynapse, including Care Reports, is owned by Skynapse.

For the purpose of this Agreement, Intellectual Property means all intellectual property, whether or not now existing, both register and unregistered, protected by statute, common law or equity in Malaysia or elsewhere in the world, including but not limited to copyright, trademarks, designs, patents, patentable information, confidential information, circuit layouts and plant varieties, licences, goodwill and other rights to possess and use any works and other subject matter of intellectual property rights, trading names, and domain names.

  1. TERM; TERMINATION.
      1. Term

This Agreement shall be effective as of the date it is executed by Medical provider and shall remain in effect unless and until terminated as set forth in this Section 9 (the Term). Medical provider understands that Skynapse may temporarily deactivate Medical provider’s profile on Skynapse Platform in the event that Medical provider is inactive on the Skynapse Platform for a period of 28 days or more, as modified from time to time. In such circumstances, Skynapse shall reactivate Medical provider’s profile upon request from Medical provider.The parties acknowledge that the term of this Agreement does not reflect an uninterrupted service arrangement, as this Agreement guarantees Medical provider the right to choose when to make himself or herself available and each Booked Services referred and accepted is treated as a separate service arrangement.

      1. Termination
        1. Skynapse and Medical provider may terminate this Agreement, effective immediately upon written notice to the other party, in the event that other party materially breaches this Agreement. A material breach shall include, but not be limited to, the acts or omissions expressly defined as constituting a material breach herein, misconduct, Skynapse’s failure to timely remit Booked Services Fees as described herein, Medical provider’s repeated failure to complete a Booked Services to Client’s satisfaction, failure to meet the applicable minimum rating, or if a Medical provider cancels or reschedules two (2) or more Booked Services on less than 2 hours’ notice prior to the applicable start time within any twenty-eight (28) days period as set out in Section 2.3 of this Agreement and/or any material absence from Medical provider in the case of Care Services provided to Institutional Clients. In the event there is a dispute whether Skynapse or Medical provider materially breached the Agreement, and it cannot be resolved by informal negotiations, the parties agree to submit any such dispute to final and binding arbitration, as described in Section 12.2 below.
        2. In addition to the foregoing, either party may terminate the Agreement for any reason upon fifteen (15) days’ written notice to the other party.
      2. Medical provider’s Obligations Upon Termination.

        Upon termination of this Agreement for any reason, Medical provider shall: (a) complete any outstanding Booked Services (Outstanding Jobs); (b) return to Skynapse any confidential information or other property belonging to Skynapse; (c) cease all further use of the Skynapse Platform except as required to complete any outstanding Booked Services; and (d) certify in writing to Skynapse that Medical provider has complied with the requirements of this Section.

      3. Skynapse’s Obligations Upon Termination.

Upon termination of this Agreement:(a) if the termination is effected by Skynapse, Skynapse shall pay or procure the Payment Agent to pay to Medical provider any outstanding earned Booked Services Fees (less any Brokerage Fees) and/or Sub-Contracting Fees; or

(b) if the termination is effected by Medical provider, Skynapse shall pay or procure the Payment Agent to pay to Medical provider any outstanding earned Booked Services Fees (less any Brokerage Fees) and/or Sub-Contracting Fees at the end of the applicable payment cycle following completion of the Care Services.In either event, Skynapse shall pay Booked Services Fees (less any Brokerage Fees) and/or Sub-Contracting Fees for any Outstanding Jobs as soon as practicable after Medical provider has completed the Outstanding Jobs.

      1. Surviving Provisions.The terms and conditions of this Section 9.5 and Sections 5, 6, 7, 9.3, 9.4, 10, 11, and 12 (including, but not limited to, Section 12.2) shall survive the expiration or termination of this Agreement.
  1. OTHER BUSINESS ACTIVITIES.

Medical provider may be engaged or employed in any other business, trade, profession, or other activity, including providing services to customers booked through means other than the Skynapse Platform, including other web-based portals, provided that Medical provider shall not promote, offer, or otherwise sell or attempt to sell additional, similar, or any other services to the Clients and/or Care Recipients outside of the Skynapse Platform, without Skynapse’s prior written consent.

Notwithstanding the foregoing, Medical provider agrees not to affirmatively solicit work from and/or provide services to an Individual Client originally referred through the Skynapse Platform through any means other than the Skynapse Platform for a period of six (6) months following Medical provider’s initial engagement by the Individual Client, unless Medical provider has obtained the prior written consent of Skynapse. Additionally, Medical provider agrees not to solicit work from and/or provide services to an Institutional Client introduced by Skynapse for a period of twelve (12) months after the end of the engagement.

If Medical provider fails to comply with this Section 10, Medical provider shall pay a referral fee of RM1,000 (for Individual Client) and/or RM3,000 (for Institutional Client) (as the case may be) to Skynapse and Skynapse may terminate this Agreement and deactivate and or deprioritize Medical provider’s access to Booking Request and/or the Skynapse Platform.

The restriction set out in this Section 10 is considered by the parties to be reasonable and necessary to protect Skynapse’s legitimate interests. While the restrictions are considered by the parties to be reasonable in all the circumstances, it is agreed that if for any reason, any one or more of such restrictions shall either taken by itself or themselves together be adjudged to go beyond what is reasonable in all the circumstances for the protection of Skynapse’s legitimate interests, the prohibitions shall be effected to the fullest extent permissible under applicable law. If any provision or part of a provision in this Section 10 is held or found to be void, invalid or otherwise unenforceable, it shall be deemed to be severed from such provision but the remainder of such provision shall remain in full force and effect.

The parties agree that if damages alone may not be an adequate remedy if the Medical provider breaches this Section 10, and agree that without limiting the relief that Skynapse is entitled to seek, Skynapse may apply for an injunction if Medical provider breaches this Section 10 or Skynapse reasonably believes that Medical provider is likely to breach this Section 10.

  1. ASSIGNMENT.

Medical provider may not assign this Agreement, absent written authorization by Skynapse. Skynapse may freely assign and novate its rights and obligations under this Agreement at any time, without any further consent of Medical provider and any novation of obligations shall have effect once Medical provider is notified in writing. This Agreement will inure to the benefit of, be binding on, and be enforceable against, each of the parties hereto and their respective successors and assigns.

  1. DISPUTE RESOLUTION; GOVERNING LAW.
    1. Informal Negotiations.

      To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement or otherwise arising from the relationship between Medical provider and Skynapse, Medical provider and Skynapse agree to first attempt to negotiate any dispute informally for at least thirty (30) days before initiating any arbitration proceeding. Such informal negotiations will commence upon written notice. Medical provider’s address for such notices is the address provided by Medical provider to Skynapse.

    2. Governing Law.

      This Agreement shall be governed and interpreted pursuant to the laws of Malaysia, notwithstanding any principles of conflicts of law.

  1. MODIFICATION.

Medical provider hereby expressly acknowledges and agrees that, by using or receiving access to the Skynapse Platform, Medical provider and Skynapse are bound by the then-current version of this Agreement, including any supplements to this Agreement or documents incorporated herein. Medical provider shall be bound by modifications to this Agreement only upon Medical provider’s electronically signing any modifications or supplements.

  1. MISCELLANEOUS.

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a Notice) shall be in writing and addressed to Skynapse at the address set forth on the first page of this Agreement and to Medical provider at the address set forth in his/her account. The parties agree that Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), electronic mail (with confirmation of transmission), or certified or registered mail. This Agreement, together with any other documents incorporated herein by reference, and related exhibits, schedules, and addenda (if any) constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. Any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance. Except as expressly provided otherwise in this Agreement, if any term or provision of this Agreement is determined to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. This Agreement may be executed in multiple counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument. Headings appear solely for convenience of reference. Such headings are not part of this Agreement and shall not be used to construe it.

This Agreement may not be amended, by implication or otherwise, by any marketing material contained on Skynapse’s website or the Skynapse Platform. Nothing contained in this provision or this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims, save for as expressly stated herein.

Medical provider acknowledges that he/she has read and understands this Agreement and also acknowledges that he/she had a reasonable and adequate opportunity to seek and receive independent legal advice, at the Medical provider’s own expense, prior to signing this Agreement.