This BETA TEST Agreement (“Agreement”) is entered into between Helixaeon Inc. (“Helixaeon”) and the Beta Tester identified below (“Beta Tester”) as of the last date signed below.

1. License Grant.

Subject to the terms and conditions hereof, Helixaeon grants to the Beta Tester, for the BETA Test Period identified below, a limited non-exclusive, non-transferable, revocable license to use the Helixaeon software products identified below (“Software”) solely for the purpose of Beta Tester’s evaluation of the Software and not for general commercial use.

2. No Services.

Helixaeon shall be under no obligation to provide Beta Tester with any services except as explicitly set forth in Section 5 herein.

3. Termination.

The licenses granted hereunder terminate on expiration of the BETA Test Period. Additionally, either party may terminate this Agreement upon written notice (email sufficient) to the other party at any time. Upon termination, the access code that you are provided will automatically terminate access to the application upon expiration of the BETA Test Period. Sections 2 through 10 shall survive termination of this Agreement.

4. Proprietary Rights; Confidentiality; Restrictions.

Beta Tester acknowledges that the Software contains confidential information and trade secrets of Helixaeon and its licensors. Beta Tester will not: copy, distribute, sell, sublicense or otherwise transfer or make available the Software or any portion thereof to any third party; remove from view any copyright legend, trademark or confidentiality notice appearing on the Software or Software output; modify, adapt, translate, reverse engineer, decompile or derive the source code for the Software, or authorize a third party to do any of the foregoing.

Beta Tester will not use the Software or any documentation provided therewith for any purpose other than Beta Tester’s internal evaluation and the provision of feedback to Helixaeon, and not to disclose to any third party without the prior written approval of Helixaeon, the Software, its features, feedback (as defined in Section 8), related technical information identified as confidential or the results of any performance or functional evaluation or test of the Software (the “Confidential Information”).

Beta Tester will use no less than all reasonable efforts to protect the Confidential Information from unauthorized use or disclosure. Beta Tester may disclose Confidential Information only to those of its employees who have a bona fide need to know such information for Beta Tester’s evaluation of the Software and who have first executed a written agreement that contains use and nondisclosure restrictions at least as protective as those set forth herein.

Beta Tester will immediately report any violation of this provision to Helixaeon and shall employ all reasonable means to mitigate any damages or losses that Helixaeon may incur as a result of any such violation. Beta Tester’s rights in the Software will be limited to those expressly granted in Section 1. Helixaeon and its licensors reserve all rights and licenses in and to the Software not expressly granted to Beta Tester hereunder.

5. Delivery and Installation.

Helixaeon will provide the Software via electronic delivery. Beta Tester will be responsible for installing the Software. Helixaeon may provide reasonable assistance in connection with such installation.

6. Warranty.

THE SOFTWARE IS PROVIDED “AS-IS.” HELIXAEON DISCLAIMS ALL OTHER WARRANTIES,EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE IN TRADE.

7. Acknowledgment of Beta Software.

Beta Tester acknowledges and agrees that: (a) the Software is not an official product and has not been commercially released for sale by Helixaeon; (b) the Software may not operate properly, be in final form or fully functional; (c) the Software may contain errors, design flaws or other problems; (d) it may not be possible to make the Software fully functional; (e) the information obtained using the Software may not be accurate and may not accurately correspond to information extracted from any database or other source; (f) use of the Software may result in unexpected results, loss of data or communications, project delays or other unpredictable damage or loss; (g) Helixaeon is under no obligation to release a commercial version of the Software; and (h) Helixaeon has the right unilaterally to abandon development of the Software, at any time and without any obligation or liability to Beta Tester. Beta Tester acknowledges and agrees that it should not rely on the Software for any reason. Beta Tester is solely responsible for maintaining and protecting all data and information that is retrieved, extracted, transformed, loaded, stored or otherwise processed by the Software. Beta Tester will be responsible for all costs and expenses required to backup and restore any data and information that is lost or corrupted as a result of Beta Testers Use of the Software.

8. Limitation of Liability.

EXCEPT AS OTHERWISE REQUIRED BY LAW, THE LIABILITY OF HELIXAEON AND ITS LICENSORS TO BETA TESTER OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SOFTWARE, OR FOR ANY ERROR OR DEFECT IN THE SOFTWARE, OR FOR THE PROVISION OF TECHNICAL SUPPORT INSTALLATION, TRAINING OR OTHER SERVICES IN CONNECTION THEREWITH, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED ONE THOUSAND DOLLARS ($1,000.00). IN NO EVENT WILL HELIXAEON OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS, REVENUE, DATA OR DATAUSE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.

The limitations of liability set forth in this Agreement reflect the allocation of risk negotiated and agreed to by the Parties.The Parties would not enter into this Agreement without these limitations on its liability. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy

9. Feedback.

Beta Tester will provide reasonable feedback to Helixaeon concerning the features and functionality of the Software. If Beta Tester provides feedback to Helixaeon, all such feedback will be the sole and exclusive property of Helixaeon. Beta Tester hereby irrevocably transfers and assigns to Helixaeon and agrees to irrevocably assign and transfer to Helixaeon all of Beta Tester's right, title, and interest in and to all feedback including all intellectual property rights therein (collectively, “Intellectual Property Rights”). Beta Tester will not earn or acquire any rights or licenses in the Software or in any Helixaeon Intellectual Property Rights on account of this Agreement or Beta Tester's performance under this Agreement, even if Helixaeon incorporates any feedback into the Software. In the event that Beta Tester provides feedback or any review of the Software, Beta Tester authorizes Helixaeon to use their name in connection with the stated feedback, for any purposes related to the Company’s business, such as marketing, advertising, credits, and presentations.

10. General.

Beta Tester may not assign or otherwise transfer, by operation of law or otherwise, any of its rights under this Agreement without Helixaeon’s prior written consent, and any attempted assignment without such consent will be null and of no effect. This Agreement constitutes the entire agreement between the parties and supersedes any and all prior agreements, communications and understandings with respect to the evaluation of the Software and shall be construed in accordance with the laws of the State of Colorado (excluding its body of law controlling conflicts of law). Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the District of Colorado and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision will be construed so as to be enforceable to the maximum extent permissible by law, and the remaining provisions of the Agreement will remain in full force and effect. The waiver of any breach or default will not constitute a waiver of any other right hereunder or of any subsequent breach or default. All notices required or permitted under this Agreement will be in writing and delivered in person, by confirmed facsimile transmission or by overnight delivery service and in each instance will be deemed given upon receipt. All communications will be sent to the addresses set forth below or to such other address as may be specified by either party to the other in accordance with this Section.