END USER LICENSE AGREEMENT (EULA) - Software Beta Testers

PLEASE READ THIS END USER LICENSE AGREEMENT ("EULA") CAREFULLY BEFORE PARTICIPATING AS A BETA TESTER FOR THE SOFTWARE. BY INSTALLING, ACCESSING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL, ACCESS, OR USE THE SOFTWARE.

SOFTWARE TESTING PROGRAM

1.1. Participation: As a Beta Tester, you have selected to participate in the testing program for Roger software ("Software") developed by Theia Exponential Research Inc. ("Developer"). This EULA governs your use of the Software during the beta testing phase.

1.2. The Beta Program is intended for you to test new and confidential features of the Software. You are not allowed to access the Software if you are an employee of a competitor of Developer or if you otherwise work for or are part of or have any interests in a competitor of Developer.

1.3. Feedback: You agree to provide feedback, bug reports, and suggestions to Developer regarding the Software, its performance, and any issues encountered during the testing phase. You understand that your feedback may be used by Developer to improve the Software.

LICENSE GRANT

2.1. License: Developer grants you a non-exclusive, non-transferable, revocable license to install, access, and use the Software for the sole purpose of testing, evaluating, and providing feedback during the beta testing phase

2.2. Restrictions: You shall not: a) Modify, adapt, or create derivative works of the Software; b) Reverse engineer, decompile, or disassemble the Software; c) Remove or alter any proprietary notices or labels on the Software; d) Use the Software for any illegal, unauthorized, or prohibited purposes; or e) Share, distribute, or sublicense the Software to any third party without prior written consent from Developer.

CONFIDENTIALITY

3.1. Confidential Information: You understand and acknowledge that the Software and any related materials, including but not limited to design, specifications, documentation, and communications, contain valuable proprietary information and trade secrets of Developer ("Confidential Information").

3.2. Non-Disclosure: The Software may include, without limitation, new features, new code, etc. ("New Items"). Any of these New Items constitute Confidential Information of Developer. You agree not to use any of the Confidential Information for any purposes other than the testing of the Software. You agree not to disclose any of the Confidential Information to any party outside Developer, whether it is an individual, a corporation, or any other entity, unless they are bound by these Program Conditions as well. The obligations herein will not apply to any confidential information which is or becomes available to the public other than by breach of this Agreement by you, is rightfully received by you from a third party without confidential limitations, is independently developed by you, or is known to you without any restriction as to use or disclosure prior to first receipt of same information from Developer. You agree to maintain the confidentiality of the Confidential Information and not to disclose, distribute, or reproduce it, in whole or in part, without the prior written consent of Developer. This obligation shall continue indefinitely, even after the termination of this EULA.

3.3. To guarantee confidentiality, the Software may not be installed on any public or shared computers. Only the person bound by these Program Conditions may have access to and/or use the Beta Software.

USAGE

4.1. Use is limited to the testing of the Software. In no event should the Software be used for any commercial activities. It is not permitted to make available or distribute the Software to any third party. Developer makes no commitment regarding any service levels, functionalities, features or data and provides no warranties at all. The Software may contain code that has not been fully tested, including errors that may cause loss of data or system failure. Use of the Software is restricted to the duration of the Beta Program. Developer reserves the right, without notice, to end access to the Beta Software at any time.

4.2. You shall not sublicense, sell, lease, rent, assign or otherwise transfer the rights granted herein without the prior written consent of Developer.

END-USER FEEDBACK

5.1. By participating in the Beta Program, you authorize Developer, at its sole discretion, to make any use of any feedback that you provide, free of charge, without limitation of time. You hereby warrant that you are authorized to provide any feedback that you give, and that this feedback is free of any third-party rights.

SOFTWARE PRODUCT OWNERSHIP

6.1. This is a license agreement and not a sale. Title, ownership rights, and intellectual property rights in and to the Software (including without limitation any code, images, animations, video, audio, music, and text incorporated into the Software, the accompanying printed materials, any copies of the Software, and any copies you as End-User-Licensee are permitted to make) are owned by Developer or its suppliers and affiliates and are protected by applicable copyright laws and international copyright treaties, as well as other intellectual property laws, treaties and trade secret laws. Absent a separate written agreement between you and Developer, your rights to use the Software are specified in this EULA and Developer retains all rights not expressly granted to you in this EULA. Nothing in this EULA constitutes a waiver of Developer' rights under international copyright law or any other applicable intellectual property laws or treaties. You agree to treat the Software like any other copyrighted material for archival purposes, and you may not copy the printed materials accompanying the Software. You may not remove, modify or alter any Developer copyright or trademark notice from any part of the Software, including but not limited to any such notices contained in the electronic media or documentation, in any of the runtime resources, or in any web presences or web-enabled notices, code, or other embodiments originally contained in or dynamically or otherwise created by the Software.

DISCLAIMER OF WARRANTY

7.1. Beta Version: You understand and acknowledge that the Software is a beta version and may contain errors, defects, or other issues. The Software is provided "as is" without any warranty of any kind, whether express or implied.

7.2. No Support: Developer shall have no obligation to provide technical support, maintenance, or updates for the Software during the beta testing phase.

LIMITATION OF LIABILITY

8.1. No Liability: To the maximum extent permitted by applicable law, Developer and its affiliates, officers, employees, and licensors shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages arising out of or in connection with the use or performance of the Software, even if Developer has been advised of the possibility of such damages.

8.2. In no event shall Developer or its suppliers be liable for any special, incidental, indirect, speculative, punitive or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, damages for loss of good-will, computer failure or malfunction, or any other pecuniary loss) incurred by End-User Licensee or any other third party arising out of the use of or inability to use the Software, the documentation, or any other accompanying materials, or the provision of or failure to provide support services, even if Developer or its suppliers have been advised of the possibility of such damages. In any case, Developer's entire liability under any provision of this EULA shall be limited in any single event or in the aggregate to ten United States dollars (US$10.00). End-User Licensee accepts the terms and conditions of this Agreement with the understanding that Developer' liability is limited, the prices payable have and will be calculated accordingly, and that End-User Licensee may reduce its risk further by making appropriate provision for insurance. End-User Licensee agrees to mitigate any losses or damages.

8.3. Indemnification: You agree to indemnify, defend, and hold harmless Developer from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or in connection with your use of the Software or any breach of this EULA.

TERM AND TERMINATION

9.1. Term: This EULA shall remain in effect until terminated by either party.

9.2. Termination: Developer may terminate this EULA at any time for any reason without notice. Without prejudice to any of Developer' other rights, Developer may terminate this EULA if you fail to comply with the terms and conditions of this EULA. You may terminate this EULA by ceasing to use the Software and deleting all copies thereof.

9.3. Survival: Sections 3 (Confidentiality), 4 (Usage), 6 (Ownership), 7 (Disclaimer of Warranty), 8 (Limitation of Liability), 8.3 (Survival), and 10 (General) shall survive the termination of this EULA.

GENERAL

10.1. Entire Agreement: This EULA constitutes the entire agreement between you and Developer concerning the subject matter herein and supersedes all prior or contemporaneous oral or written agreements, understandings, or representations

10.2. Governing Law: This EULA shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of laws principles

10.3. Dispute Resolution: Any dispute arising out of or in connection with this EULA shall be resolved through good faith negotiations between the parties. If the dispute cannot be resolved amicably, it shall be submitted to the exclusive jurisdiction of the courts of Florida.

10.4. Severability: If any provision of this EULA is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law

10.5. Assignment: You may not assign or transfer any rights or obligations under this EULA without the prior written consent of Developer

10.6. Waiver: The failure of either party to enforce any right or provision of this EULA shall not be deemed a waiver of such right or provision

10.7. Contact Information: If you have any questions or need to contact Developer regarding this EULA, please contact us at roger@theiaexponential.com.

By installing, accessing, or using the Software, you acknowledge that you have read, understood, and agreed to be bound by the terms and conditions of this EULA