Beta Testing Agreement

TESTING AGREEMENT

PLEASE READ THIS SOFTWARE TESTING AGREEMENT ("LICENSE") CAREFULLY BEFORE USING THE TXT FLIGHT SERVICE STATION SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE SOFTWARE.

THIS AGREEMENT is made by and between Robert Schapiro Consulting, LLC ("RSC"), located at 11808 New Country Lane Columbia, Maryland 21044-4401 and you ("Licensee").

GENERAL

  1. RSC has developed Text Flight Service Station an application and system (“Application” or alternatively “Products”) for the communication of weather and other flight related information to low flying aircraft via text messaging, which is the subject matter of US Provisional Application No. 61/290,077;
  2. RSC desires that the Application be tested prior to general release; and
  3. Licensee wishes to serve as a Beta tester for such Application;

NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the parties hereto agree as follows:

RSC grants to Licensee a non-exclusive, non-transferable license to use the Application on a single mobile device solely for Beta testing and Beta use (“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 the Application for testing, Licensee agrees to serve as a Beta Use for the Application and will notify RSC of all problems and ideas for enhancements which come to Licensee's attention during the period of this Agreement, and hereby assigns to RSC 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.

Licensee agrees that Application is the sole property of RSC and includes valuable trade secrets of RSC. Licensee agrees to treat Application as confidential and will not without the express written authorization of RSC:

Demonstrate, copy, sell or market Application to any third party; or

Publish or otherwise disclose information relating to performance or quality of the Application to any third party; or

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

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 Application may not operate correctly and may be substantially modified prior to first commercial shipment, or withdrawn.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

The Licensee upon completion of the Beta Use agrees to provide material, statistics, or information that is not deemed confidential to Licensee’s business for use in press releases, customer testimonials, and as a reference in marketing and sales initiatives by RSC. Licensee will provide a quote to RSC 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 Maryland. 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 Application 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.

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

Failure of RSC 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.

IN WITNESS WHEREOF, parties hereto have caused their duly authorized representatives to execute this Agreement.

I do accept the terms in the license agreement.

I accept the terms in the license agreement.

Upd. Feb 07, 2010.