This Beta Test Agreement (“Agreement”) governs the disclosure of information by LenzVR LLC, a Utah limited liability company (“Company”) to the undersigned (the “Recipient” or “you”) and such Recipient’s use of Company’s beta software offering.

1           Scope of this agreement

Subject to the terms and conditions of this Agreement, Company grants Recipient a nonexclusive, nontransferable, non-sublicenseable and revocable limited license (the “License”) to test the software provided to Recipient by Company under this Agreement (the “Beta Product”) for a period designated by the Company, in the Company’s sole discretion, only for the purpose of Recipient’s testing and evaluating (the “Beta Test”) of the Beta Product, including all components, accessories, documentation, technology, and other technical information (collectively, the “Product Additions”).

2           Proprietary Rights and Ownership

The Beta Product and the Product Additions are the sole property of the Company and its licensors, as applicable. All applicable rights in all copyrights, trademarks, trade secrets, trade names, patents and other intellectual property rights in or associated with the Beta Product and Product Additions are and will remain in the Company or its licensors, as applicable, and you shall have no such intellectual property rights in the Beta Product or Product Additions. Licensee shall not remove copyright notices from the Beta Product. Licensee shall prevent any unauthorized copying of the Beta Product and the Product Additions. Except as expressly provided herein, Company does not grant any express or implied right to you under Company’s patents, copyrights, trademarks, or trade secret information.

3           License and Acceptable Use

You are entitled to access, download, or install, and operate the Beta Product and Product Additions solely for the purposes of performing your obligations under this agreement. You may not sell, license, or transfer the Beta Product or the Product Additions, or reproductions of the Beta Product or Product Additions, to other parties in any way. You may download or install and operate the Beta Product on computers used by you personally.

4           Feedback

Recipient agrees to report any flaws, errors or imperfections discovered in the Beta Product or the Product Additions where Recipient has been granted access to the Beta Product (the “Feedback”). Recipient understands that prompt and accurate reporting is the purpose of the Beta Test and undertakes to use best efforts to provide frequent Feedback on all aspects of the product both positive and negative and acknowledges that any improvements, modifications and changes arising from or in connection with the Recipient’s contribution to the Beta Test, including but not limited to the Feedback, remain or become the exclusive property of Company. Recipient hereby assigns all worldwide right, title and interest in the Feedback and the related intellectual property rights to the Company and agrees to assist Company, at Company’s sole expense, in perfecting and enforcing such rights. Company may disclose or use the Feedback for any purpose whatsoever without any obligation to you, and Company shall have no confidentiality obligations with respect thereto. You agree that Company may copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense, incorporate and otherwise use the Feedback, for any and all commercial and/or non-commercial purposes, in Company’s sole discretion.

5           Privacy Policy

You acknowledge and agree that by participating in the Beta Test or by using the Beta Product, Company may receive certain information about you, including but not limited to personally identifiable information. You hereby consent to Company’s collection, use and disclosure such information in accordance with this Section 5. Company will not sell or rent your personal information to anyone, for any reason, at any time. Company uses and discloses your personal information only as follows: (a) to analyze usage and improve the Beta Product, (b) to deliver to you any administrative notices, alerts and communications relevant to your use of the Beta Product, and (c) for market research, project planning, troubleshooting problems, detecting and protecting against error, fraud or other criminal activity. Notwithstanding the foregoing, Company reserves the right (and you authorize Company) to share or disclose your personal information when Company determines, in its sole discretion, that the disclosure of such information is necessary or appropriate (x) to enforce Company’s rights against you or in connection with a breach by you of this Agreement, (y) to prevent prohibited or illegal activities, or (z) when required by any applicable law, rule regulation, subpoena or other legal process.

6           Disclaimer of Liability and Warranties

The Beta Test is a beta release offering and is not at the level of performance of a commercially available product offering. The Beta Product and Product Additions may not operate correctly and may be substantially modified prior to first commercial release, or at Company’s option may not be released commercially in the future. THE BETA PRODUCT AND PRODUCT ADDITIONS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND COMPANY AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN ADVICE OR CONSULTATION GIVEN BY COMPANY, ITS AGENTS OR EMPLOYEES WILL IN ANY WAY GIVE RISE TO A WARRANTY. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE BETA PRODUCT AND PRODUCT ADDITIONS REMAINS WITH RECIPIENT. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, INJURY, OR PROPERTY DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE BETA PRODUCT, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

COMPANY AND ITS LICENSORS SHALL NOT BE LIABLE FOR LOSS OF USE, LOST PROFIT, COST OF COVER, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY’S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED $50.00 OR THE AMOUNT RECIPIENT ACTUALLY PAID COMPANY UNDER THIS AGREEMENT (IF ANY).

7           Term and Termination

Unless otherwise terminated as specified under this Agreement. Recipient’s rights with respect to the Beta Product will automatically terminate upon the earlier of (a) the initial commercial release by Company of a generally available version of the Beta Product or (b) automatic expiration of the Beta Product based on the system date. Either party may terminate this Agreement at any time for any reason or no reason by providing the other party advance written notice thereof. Company may immediately terminate this Agreement and any Recipient rights with respect to the Beta Product without notice in the event of improper disclosure of the Beta Product as specified under Section 8 (Confidentiality) below. Upon any expiration or termination of this Agreement, the rights and licenses granted to Recipient under this Agreement shall immediately terminate, and Licensee shall immediately cease using, and will return to Company (or, at Company’s request, destroy), the Beta Product, Product Additions, and all other tangible items in Recipient’s possession or control that are proprietary to or contain confidential information. The rights and obligations of the parties set forth in Sections 2, 3, 5, 6, 8, 9, 10, 12, 13, 14 and 15 shall survive termination or expiration of this Agreement for any reason.

8           Confidentiality

You acknowledge that as a beta tester in the Beta Test, you may have access to, or Company may disclose to you, in oral, visual, written, electronic, or other tangible or intangible form, whether or not marked or designated as “confidential,” certain valuable information belonging to and relating to Company which Company considers confidential, including, but not limited to, information concerning the Beta Product and Product Additions, computer programs, sales and marketing plans, business plans, processes, all notes, analyses, summaries, materials prepared by Company and other trade secrets (“Confidential Information”). You shall use the Confidential Information solely for testing purposes, and shall not disclose, without the Company’s express written consent, such Confidential Information to third parties or use such Confidential Information for your own benefit or for the benefit of third parties

Recipient will not be liable for the disclosure of any Confidential Information which is:

(a) in the public domain other than by a breach of this Agreement on Recipient’s part; (b) rightfully received from a third party without any obligation of confidentiality; (c) rightfully known to Recipient without any limitation on use or disclosure prior to its receipt from Company; or (d) generally made available to third parties by Company without restriction on disclosure.

9           Support

Support for the Beta Product will be provided as feasible. Recipient acknowledges that issues caused by bugs in the software will take time to find and fix, and that issues will be handled based on priority, and severity as determined by Company. Support for the Beta Product will cease at the end of the Beta Test.

10       Intellectual Property

The Recipient agrees that nothing contained in this Agreement shall be construed as granting any ownership rights to any confidential Information disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right. The Recipient shall not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information, the Beta Product or the Product Additions. The Recipient will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Confidential Information, the Beta Product or the Product Additions.

11       Fees and Costs

There are no license fees for Recipient’s use of the Beta Product under this Agreement.

Recipient is responsible for all costs and expenses associated with the use of the Beta Product and the performance of all testing and evaluation activities.

12       Modification

No waiver or modification of this Agreement shall be valid.

13       Assignment

This Agreement is personal to Recipient. Recipient shall not assign or otherwise transfer any rights or obligations under this Agreement.

14       Severability

If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement.

15       Choice of Law and Disputes

For other than the U.S. Government as a party, this Agreement shall be governed by and construed in accordance with the laws of the State of Utah as If performed wholly within the state and without giving effect to the principles of conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Provo or Salt Lake City, Utah and the parties hereby consent to personal Jurisdiction and venue therein.