Beta Agreement

By downloading and installing a RedHorse Beta product, you hereby agree to the following:

RedHorse Systems, Inc. (RHS) grants to you a non-exclusive, non-transferable license to use the RedHorse Beta (RH) on a single computer at your business location solely for Beta testing and Beta use from effective date of agreement to 15 days after official release date of the products(s), subject to the term and conditions below.

In consideration for receiving a copy of RH for testing, you agree to serve as a “Beta Site” for RH and will notify RHS of all problems and ideas for enhancements which come to your attention during the period of this Agreement, and hereby assigns to RHS all right, title and interest to such enhancements and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights.

You agree that RH is the sole property of RHS until it is officially released and includes valuable trade secrets of RHS. You agree to treat RH as confidential and will not without the express written authorization of RHS:

-Demonstrate, copy, sell or market RH to any third party; or

-Publish or otherwise disclose information relating to performance or quality of RH to any third party; or

-Modify, reuse, disassemble, decompile, reverse engineer or otherwise translate RH or any portion thereof.

RH is prerelease code and is not at the level of performance or compatibility of a final, generally available product offering. RH may not operate correctly and may be substantially modified prior to first commercial shipment, or withdrawn. RH is provided “AS IS” without warranty of any kind. The entire risk arising out of the use or performance of RH remains with you. In no event shall RHS be liable for any damage whatsoever, under any legal theory, arising out of the use of or inability to use RH, even if RHS has been advised of the possibility of such damages.

Upon completion of the Beta test you agree to provide material, statistics, or information that is not deemed confidential to your business for use in press releases, customer testimonials, and as a reference in marketing and sales initiatives by RHS. You will provide a quote to RHS that may be used in a press release.

This License Agreement shall be governed, construed and enforced in accordance with the laws of the United States of America and of the State of California. Any notice required by this Agreement shall be given by prepaid, first class, certified mail, return receipt requested to above address or such other address as may be given from time to time under the terms of this notice provision.

This Agreement constitutes the entire and only agreement between the parties for RH and all other prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties.

You shall comply with all applicable federal, state and local laws, regulations, and ordinances in connection with its activities pursuant to this Agreement.

Failure of RHS to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved.

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.