*** NOTICE ***

THIS IS A CONTRACT. BY INSTALLING THIS SOFTWARE YOU ACCEPT ALL THE TERMS AND
CONDITIONS OF THIS CUSTOMER SOFTWARE LICENSE AGREEMENT AND THE PULSE SERVICES
AGREEMENT which defines what you may do with the software and contains limitations
on warranties and/or remedies. The software is protected by copyright, patent,
trade secret and trademark laws. It may not be copied or distributed in any form
or medium, disclosed to third parties, or used in any manner not provided for in
the License Agreement except with prior written authorization from Pulse
Microsystems Ltd.

Under no circumstances does this notice or any other reproduction of the License
Agreement create multiple licenses. You have the limited, non-exclusive, revocable
right to install and use one copy of the Licensed Program on a single computer in
accordance with the License Agreement. IF YOU WISH TO USE THE LICENSED PROGRAM ON
MORE THAN ONE COMPUTER, YOU WILL NEED AN ADDITIONAL LICENSE FOR EACH COMPUTER.

CUSTOMER SOFTWARE LICENSE AGREEMENT

(FOLLOWED BY PULSE SERVICES AGREEMENT)

The license set forth below is granted by PULSE MICROSYSTEMS LTD. ("Licensor").

This package contains software programs on either floppy disk, CD-ROM or other data
storage medium (the "Media") in machine readable form (the "Licensed Program") and
may include a user manual ("Documentation") and/or a security device (the "Security
Device") provided in a manner other than the Media that allows the use of the
Licensed Program. The Media, Licensed Program, Documentation and Security Device
are collectively referred to herein as the "Licensed Product" and are individually
referred to as the "Components".

THE LICENSED PROGRAM IS PROVIDED WITH SECURITY PROTECTION WHICH REQUIRES USE OF A
SECURITY DEVICE OR OTHER MECHANISM FROM LICENSOR TO RUN THE SOFTWARE. ANY ATTEMPT
TO DEFEAT OR AVOID THE SECURITY DEVICE OR MECHANISM TO ALLOW OPERATION OF THE
LICENSED PROGRAM, OR A BACKUP COPY THEREOF, WITHOUT THE SECURITY DEVICE OR
MECHANISM IS STRICTLY FORBIDDEN, CONSTITUTES A MATERIAL BREACH OF THIS LICENSE
AGREEMENT AND SHALL RESULT IN TERMINATION OF YOUR LICENSE TO USE THE LICENSED
PRODUCT.

1. LICENSE: You (the "Licensee") have the limited, non-exclusive, non-

transferable, revocable right to install and use one copy of the Licensed Program
on a single computer in accordance with this License Agreement. You may not execute
multiple instances of the Licensed Program on a computer network. You may not
translate, convert to another programming language, decompile or disassemble the
Licensed Product or any Component thereof. Removal, emulation or reverse-
engineering of all or any part the Licensed Program or protection mechanism
constitutes an unauthorized modification to the Licensed Program and is
specifically prohibited. Nothing in this license statement permits you to derive
the source or assembly code of files that are provided to you in executable or
object forms. You may physically transfer the Licensed Program from one computer
system to another provided that the Licensed Program is used on only one computer
at a time and is not stored in any form on more than one computer at a time. This
license supersedes any previous agreements you may have had with the Licensor to
use the Licensed Product. IF YOU WISH TO USE THE LICENSED PROGRAM ON MORE THAN ONE
COMPUTER, YOU WILL NEED AN ADDITIONAL LICENSE FOR EACH COMPUTER.

2. COPIES AND MODIFICATIONS: The Licensed Product, and each of its Components, is
copyrighted to the fullest extent of the law under the laws of the United States of
America and International Laws. You may not copy, duplicate, replicate or otherwise
reproduce or modify the Licensed Product or any Component thereof in any manner
whatsoever, except as explicitly provided by this License Agreement. You may make
one copy of the Licensed Program solely for backup purposes only if you have not
been provided with a backup copy. You must reproduce and include the copyright
notice on the backup copy. The Licensed Program may contain embroidery designs. You
may modify, adjust and add-to the embroidery designs as you choose. You may re-
produce the embroidery designs on as many embroidered products as you wish,
however, your right to copy the electronic file is governed by this provision.

3. SECURITY MECHANISMS: Licensor and its affiliated companies take all legal
steps to eliminate piracy of their software products. In this context, the Licensed
Product may include a security mechanism that can detect the installation or use of
illegal copies of the Licensed Product, and collect and transmit data about those
illegal copies. By using the Licensed Product, you consent to such detection and
collection of data, as well as its transmission and use if an illegal copy is
detected. Licensor also reserves the right to use a hardware lock device, license
administration software, and/or a license authorization key to control access to
the Licensed Product. You may not take any steps to avoid or defeat the purpose of
any such measures. Use of any Licensed Product without any required lock device or
authorization key provided by Licensor is prohibited.

4. CONFIDENTIALITY: The Licensed Product is protected by copyright, patent, trade

secret and trademark law. By accepting this license, you expressly acknowledge,
accept and agree that the Licensed Product including, without limitation, its data
processing algorithms, innovations, concepts, and look and feel is proprietary in
nature, and that the Licensed Product contains valuable confidential information
developed or acquired at great expense and through extensive efforts by Licensor.
You will not disclose to others or utilize such trade secrets or proprietary
information except as provided herein. You agree to protect the Licensed Product
from unauthorized copying, use or disclosure and to inform anyone having access to
the Licensed Product of its confidential and proprietary nature and to obligate any
such persons to the same obligations that Licensee has hereunder. You further agree
to to provide Pulse with the name of any person or legal entity having access to
unauthorized copy(s). This obligation shall survive the termination of this
Agreement.

5. TERM: This license is effective from the moment you open the package until the
License is terminated. You may terminate this license by ceasing all use of the
Licensed Product, erasing or destroying the Licensed Program residing on any
computer, together with any copy thereof (including the hard disk copy) made in
support of your use of the Licensed Program and returning all original, copies
backups of the Licensed Program on any Media not destroyed and all other Components
of the Licensed Product to Licensor. Terminating the license will not give you the
right to demand a refund from Licensor or its distributors. If you fail to comply
with any term of this Agreement or any other written Agreement with respect to the
Licensed Product, Licensor may (but is not obligated to, and failure to do so shall
not constitute a waiver of Licensor's rights under this License Agreement)
terminate this license upon notice to you and you must then promptly cease all
further use of the Licensed Program, destroy all copies of the Licensed Program and
return all original, copies, backups of the Licensed Program on any media not
destroyed and all other Components of the Licensed Product to Licensor. In the
event of breach by Licensee, termination by Licensor shall not be Licensor's sole
or exclusive remedy, and shall not be interpreted as to inhibit or prevent Licensor
from seeking any other relief or remedy against Licensee or third party.

6. REMEDIES: The Licensee acknowledges and agrees that it would be difficult to

measure damage to the Licensor or any of its subsidiaries or affiliates for any
breach by the Licensee of the covenants set forth in this License Agreement and
that injury to the Licensor from any such breach would be impossible to calculate,
and that money damages would therefore be an inadequate remedy for any such breach.
Accordingly, the Licensor shall be entitled, in addition to all other remedies
available hereunder or under law or equity, to injunctive or such other equitable
relief (including specific performance) as a court may deem appropriate to restrain
or remedy any breach of such covenants (in any event without the need to post a
bond or other security and without any showing of any actual damage sustained by
the Licensor).

7. LIMITED WARRANTY: The Media on which the Licensed Program and the Security
Device is recorded are warranted against defective material or workmanship under
normal use as follows for a period of one (1) year after purchase from Licensor or
its authorized distributor. Defective Media returned to Licensor with proof of
purchase, during the warranty period, which proves to be defective upon inspection
shall be replaced without charge. Replacement Media will be warranted for the
remainder of the original one (1) year warranty period of the defective Media. A
Security Device shall be replaced if, and only if: (a) Licensee delivers to
Licensor the Security Device with all component parts, a reasonable administrative
fee and proof of purchase; and (b) the Security Device is proven defective upon
inspection. The limited warranty does not apply if the failure of the Media or
Security Device resulted from accident, abuse or misapplication thereof by
Licensee, its employees, agents, or other party granted access or use thereof by
Licensee. This remedy is your exclusive remedy for breach of this warranty. The
limited warranty gives you specific legal rights and you may also have other rights
which vary from jurisdiction to jurisdiction.

8. LIMITATIONS OF WARRANTIES AND LIABILITY: It is Licensee's sole responsibility

to choose, maintain and match the hardware and software components of a
microcomputer system which will operate the Licensed Program. Licensor makes no
representations or warranties that the Licensed Program is compatible with your
hardware or software configuration and does not guarantee uninterrupted service
thereof or correction of errors thereto.

THIS LIMITED WARRANTY SHALL NOT EXTEND TO ANYONE OTHER THAN THE LICENSEE OF THE
LICENSED PRODUCT. EXCEPT FOR THE WARRANTY ABOVE, THE LICENSED PRODUCT IS LICENSED
ON AN "AS IS" BASIS, WITHOUT ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABLE QUALITY,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING BY LAW,
STATUTE, USAGE OF TRADE, OR COURSE OF DEALING. ALL SUCH WARRANTIES ARE EXPRESSLY
DISCLAIMED (EXCEPT FOR IMPLIED WARRANTIES ON THE MEDIA WHICH ARE LIMITED IN
DURATION TO THE ONE (1) YEAR PERIOD DESCRIBED ABOVE). NO OTHER WARRANTY OR
GUARANTEE GIVEN BY ANY PERSON, FIRM OR CORPORATION WITH RESPECT TO THE LICENSED
PRODUCT OR DELIVERY OF THE LICENSED PRODUCT SHALL BIND LICENSOR OR ANYONE ELSE WHO
HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE (SOME
COUNTRIES, STATES OR PROVINCES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED
WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU).

THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE LICENSED PRODUCT IS
ASSUMED BY YOU. NEITHER LICENSOR NOR ANY OTHER PERSON, FIRM OR SHALL HAVE ANY
LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER CAUSED BY THE USE, MISUSE OR INABILITY
TO USE THE SOFTWARE, WHETHER ON ACCOUNT OF NEGLIGENCE OR OTHERWISE OR BY FAILURE TO
CONFORM TO ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WITHOUT
LIMITATION, LOSS OF REVENUE OR PROFIT, EXPENSE OR INCONVENIENCE, LOST OR DAMAGED
DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF LICENSOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE. LICENSOR IS ALSO NOT
RESPONSIBLE FOR CLAIMS BY A THIRD PARTY. OUR MAXIMUM AGGREGATE LIABILITY TO YOU AND
THAT OF OUR DEALERS AND SUPPLIERS SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE
LICENSED PRODUCT. THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE
ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM OR A
FUNDAMENTAL BREACH. SOME COUNTRIES, STATES OR PROVINCES DO NOT ALLOW THE EXCLUSION
OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR
EXCLUSION MAY NOT APPLY TO YOU.

9. SUPPORT AND UPGRADES: The Licensed Product is provided "AS IS". Licensor and
it's distributors do not provide support and are not responsible for maintaining or
helping you to use the Licensed Program. Licensor may, from time to time, without
obligation to do so, create upgrades or updates of the Licensed Program. Licensee
may obtain such upgrades at its own expense. Such upgrades shall be deemed
integrated into and a part of the Licensed Program and the upgraded Licensed
Program shall be treated under this License Agreement on the same terms as the
original Licensed Program. The application of upgrades to the Licensed Program
shall not create additional licenses nor shall it create multiple instances of the
Licensed Program. Once Licensee obtains an upgrade to the Licensed Program, it must
be applied immediately and only that upgraded version of the Licensed Program may
be operated by the Licensee. Under no circumstances may the Licensee operate both
the upgraded version of the Licensed Program and the pre-upgraded version of the
Licensed Program at the same time on any computer or computers.

10. SEVERABILITY: In the event that any of the provisions of this Agreement shall
be held by a court or other tribunal of competent jurisdiction to be unenforceable,
the remaining portions of this Agreement shall remain in full force and effect.

11. ACKNOWLEDGMENTS: By installing this software, you acknowledge that you have
read this License Agreement, understand it, and agree to be bound by its terms and
conditions. You also agree that this License Agreement is the complete and
exclusive statement of agreement between the parties and supersedes all proposals
or prior agreements, verbal or written, and any other communications between the
parties relating to the subject matter of this agreement. No amendment to this
agreement shall be effective unless signed by an authorized officer of Licensor.

12. TRANSFER: You may not transfer the Licensed Product without the express
written consent of the Licensor. In the event that the Licensor grants you
permission to transfer the Licensed Product, you may do so only if you assign all
of your rights under this License Agreement, cease all use of the Licensed Product,
erase or destroy any copy (including the hard disk copy) made in support of your
use of the Licensed Product, and ensure that the third party agrees to the terms
and conditions of this License Agreement. Licensee may not otherwise assign,
sublicense, rent, lease, convey, encumber or otherwise transfer the Licensed
Product.

13. SURVIVAL: You agree that sections 4, 7 and 8 shall survive termination of
this agreement for any reason and shall be binding upon and inure to the benefits
of the parties and their legal representatives, successors and permitted
transferees and assigns.

14. APPLICABLE LAW: This License Agreement shall be governed and construed in
accordance with the laws of the Province of Ontario, Canada applicable to
agreements negotiated, executed and performed wholly within Ontario. Any legal
action or proceeding of any sort against Licensor by or on behalf of Licensee shall
be brought in a court of competent jurisdiction situated in Toronto, Ontario,
Canada. The Licensee consents to the exclusive venue and exclusive jurisdiction of
such court for purposes of any such dispute.

15. GENERAL: This License Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors. This paragraph shall
not be construed to alter or modify the prohibitions upon assignments or transfers
by Licensee expressed elsewhere in this Agreement.
PULSE SERVICES AGREEMENT

Pulse Microsystems Ltd.'s services, including but not limited to Librarian Central
and/or Embroidery i², are made available to You subject to the following terms and
conditions. If You disagree with one or more of these terms, You must discontinue
Your use of Pulse's services.

A. Definitions.

As used in this Agreement, certain terms used herein shall have the following
meanings:

1. Pulse: Pulse Microsystems Ltd. and its successors, assignees, agents,

distributors, dealers and licensees.

2. Agreement: These Terms of Use, Pulse's Privacy Policy, Pulse's Billing Policy,
Pulse's Copyright Infringement Policy below and any and all additional agreements,
policies or amendments in place between You and Pulse governing Your use of Pulse's
services.

3. Storage Data:The electronic data, including, but not limited to, embroidery
designs and other graphical or textual material embodying Your works and any
descriptions, titles, captions and other identifying characteristics You or others
attribute thereto, stored on Pulse at Your request.

4. User: Any individual, group or entity accessing Pulse's services and/or

utilizing one or more of Pulse's services to store, transfer, share or receive
Storage Data.

5. You, Your, Yours: The person who is over the age of 18, and the minor(s),
individual(s), group(s), entity(ies) or other association(s), individually and as a
whole, and their agents, successors and assignees, on whose behalf that person has
entered this Agreement with Pulse and for whom Pulse has established an account.

B. Terms and Conditions.

1. Pulse Services. Pulse provides a service that enables You to store, transfer,
share and receive Storage Data online. Pulse is not Your agent nor of any other
party designated by You, nor is Pulse a direct party to any Transaction. You and
Pulse act independently in all Transactions, and no agency, partnership, joint
venture, trust, employer/employee, or franchiser/franchisee relationship is
intended or created by this Agreement or by Your use of Pulse's services. The
standard Pulse Services are available for Your personal home use only at no charge
up to the storage limits set forth by Pulse from time to time.

2. Users/Subscription Plans. You agree to pay the applicable fees and charges for
any storage or usage plans You purchase from Pulse. All charges are nonrefundable.
Your account will be charged the applicable fees and charges monthly or annually in
advance as applicable to the subscription plan You have chosen, unless such fee is
explicitly waived by Pulse as part of another package of software or services. You
agree to allow Pulse to place Your account on a recurring payment plan. You must
give us accurate billing and payment information and keep this information up-to-
date. Incomplete, incorrect or questionable signup information will be rejected and
You will be unable to open an account. You agree to pay us for all charges incurred
under Your account, including all applicable taxes, fees and surcharges. You
authorize us to charge Your designated payment method for these charges and to
retain information about the payment method associated with Your account. If we do
not receive payment from Your designated payment method, You agree to pay all
amounts due upon demand by us. We may, in our discretion, post charges to Your
payment method individually or may aggregate Your charges with other purchases You
make from us. Every time You make a purchase or use Pulse services, You reaffirm
that (i) Pulse is authorized to charge Your designated payment method; (ii) Pulse
may submit charges incurred under Your account for payment; and (iii) You will be
responsible for such charges, even if Your subscription is canceled or terminated.
You are responsible for all charges incurred under Your account made by You or
anyone who uses Your account. Pulse will automatically charge Your payment method
for Your monthly service charges, and any applicable fees and taxes, after the last
day of the billing period. After 30 days from the date of any unpaid charges, Your
account will be deemed delinquent and we may terminate or suspend Your account for
nonpayment. We reserves the right to assess an additional 1.5 percent (or the
highest amount allowed by law, whichever is lower) per month late charge if Your
payment is more than 30 days past due and to use alternate means to collect any
unpaid charges. You are liable for any fees, including attorney and collection fees
incurred by us in our efforts to collect any remaining balances from You. You must
notify us about any billing problems or discrepancies within 60 days after they
first appear on the statement You receive from Your bank or credit card company. If
You do not bring such problems or discrepancies to our attention within 60 days,
You agree that You waive the right to dispute such problems or discrepancies. Pulse
will remove and destroy any Storage Data of any User whose account has been deemed
delinquent. You may cancel Your account by notifying Pulse of your desire to
terminate. Your account will be terminated effective at the end of the currently
monthly billing cycle. Pulse reserves the right to terminate any and all User
accounts at any time, with or without notice or cause. If Pulse terminates your
account for any reason other than a violation by You of these Terms of Service,
Pulse will refund you any amounts prepaid by you on a prorata basis for the
remainder of the existing month or year on Your account.

3. Your Identity. You agree to provide Pulse with accurate, timely information
about Yourself and/or the minor over the age of 13 on whose behalf You are entering
this Agreement, and update Your contact data such that it remains current. You will
not provide Pulse with false information about Your identity, impersonate another
person or entity, or otherwise misrepresent Your identity or affiliation to Pulse.
Pulse will use that information only in a manner consistent with that disclosed in
Pulse's Privacy Policy, which is incorporated into this Agreement by reference.
Your failure to comply with this provision automatically nullifies any obligation
Pulse may have to contact You or provide You with any notice required by this
Agreement or by law.

4. Authority. You represent and warrant that (1) You are over the age of 18; (2)
You have full right and power to enter into and perform this Agreement, and have
secured all third party consents necessary to enter into this Agreement; and (3) if
You are establishing an account on behalf of a minor or if any contribution to Your
Storage Data is from a minor, You have the legal right to execute this Agreement on
behalf of the minor and guarantee such minor's performance of the terms of this
Agreement. These warranties shall survive any termination of this agreement. You
agree to indemnify and hold Pulse and its Users harmless from any and all damages
and costs, including reasonable attorney's fees, arising out of or related to Your
breach of the representations and warranties described herein. You agree to execute
and deliver documents to Pulse, upon Pulse's reasonable request, that evidence or
effectuate Pulse's rights under this Agreement.

5. Access to Pulse Services. You are solely responsible for maintaining the
confidentiality of Your password and any additional identifying information
required for Your use of Pulse's services. You may not share Your account with
other people. Please keep Your password private. You must immediately notify Pulse
if You become aware of any loss, theft, or unauthorized use of Your password or of
any other unauthorized use of any User's account information, contact data, Storage
Data or Pulse's services. Pulse does not guarantee the security of any information
transmitted to or from Pulse. You are solely responsible for all Storage Data and
other information stored, transferred, and received under Your username and
password including, but not limited to, sole responsibility for completing
transactions initiated under Your username and password. If You lose control of
Your password, You may be subject to legally binding actions taken on Your behalf.
You are solely responsible for the accuracy and appropriateness of the Storage Data
maintained under Your username and password; for ensuring that Storage Data posted
or distributed under Your username and password does not violate or infringe this
Agreement or upon the rights of any third party (including, without limitation,
copyrights, trademarks, privacy or other personal or proprietary rights); and for
ensuring that Storage Data maintained under Your username and password are not
illegal or obscene. Pulse disclaims any and all liability for such matters, and, to
the fullest extent permitted by law.

6. Review of Storage Data.Although Pulse does not regularly monitor the use of its
services by any particular user, it reserves the right to do so if Pulse, in its
sole discretion, determines there may be misuse as defined by the terms of this
Agreement. Pulse may monitor Your access, use, files and/or Storage Data to detect
signs of misuse. Pulse will not knowingly tolerate the use of its services for
illegal or other injurious or damaging activities. If Pulse believes, in its sole
and absolute discretion, that You may be engaging in or in any way connected with
any unlawful or improper activity, Pulse may disclose its user files and Storage
Data to law enforcement or any other authority Pulse deems proper. Pulse may, in
its sole discretion, remove, reclassify, recategorize, or block Your access to all
or any part of Pulse's services or to any particular Storage Data at any time for
any reason, or for no reason at all. Without limiting the foregoing, Pulse reserves
its right to remove any Storage Data if (a) it decides, in its sole discretion,
that the Storage Data may breach any of Your obligations, representations, or
warranties hereunder, (b) Pulse is advised of a court order, subpoena or notice
under the Digital Millennium Copyright Act ("DMCA") requiring removal of the
Storage Data or any similar rule or regular of any other jurisdiction, (c) Pulse
determines, in its sole and absolute discretion, that continued availability of the
Storage Data may lead to Pulse becoming party to a claim, lawsuit, affirmative
defense, or any liability of any kind.

7. Maintenance of Storage Data. Pulse shall have no responsibility for and does
not guarantee the integrity, completeness or availability of Storage Data residing
on Pulse's equipment. You are responsible for independent backup of Storage Data
stored using Pulse's services. You agree to assume all risk of loss of such data.
You agree to defend, indemnify and hold Pulse harmless for any loss of data,
whether on Your equipment or through Pulse's services, arising out of or resulting
from use of Pulse's services, including use of software provided by Pulse, if any.
Pulse may, but shall not be required to, delete Your Storage Data after the
termination of this Agreement.

8. Site Restrictions. You will not attempt to gain access to Pulse's private
system areas or to other areas to which You are not expressly permitted access and
You shall not reverse engineer or attempt to reverse engineer any portion of
Pulse's services. You may not attempt to circumvent free trial account restrictions
including by (a) creating additional user accounts, by including files with an
invalid or disguised file format, (b) encryption, or (c) steganography. You may not
upload files with an invalid extension or in an invalid format for the purpose of
circumventing Pulse's rules. All files that do not match their file extension or
type may be deleted by Pulse. Pulse will prosecute those who illegally threaten the
system or its services. You agree that if any of Your activities conducted in
violation of this Agreement are found to disrupt or damage Pulse's hardware,
software, system or their functions, You will reimburse Pulse for system
administration costs incurred in repairing the affected systems as well as direct
and consequential damages incurred by Pulse arising out of Your activities.

9. Prohibited Storage Data. You shall not use Pulse's services to transmit,
transfer or convey Storage Data that might be illegal or otherwise damaging to
Pulse, its users, or others. Specifically, You agree that, and represent and
warrant that, no Storage Data (or any portion thereof) provided by You, on Your
behalf, with Your username and password shall:
- Infringe any third party's copyright, patent, trademark, trade secret or other
proprietary rights or rights of publicity or privacy;
- Divulge information that You do not have a right to divulge due to a contractual,
fiduciary, or privileged relationship;
- Violate any law, statute, ordinance or regulation (including without limitation
those governing export control, consumer protection, unfair competition, anti-
discrimination or false advertising);
- Be defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
- Be false, inaccurate or misleading;
- Be fraudulent or incorporate counterfeit or stolen items or property;
- Promote physical harm or injury or otherwise advocate violence against or
unreasonable hostility toward people or groups based on their race, religion,
national origin, sexual orientation, gender, or disability;
- Instruct, aid, abet, or promote any illegal activity including, without
limitation, instructions on constructing explosive or incendiary devices; growing
or producing controlled substances, or counterfeiting currency, passports, drivers.
licenses, etc;
- Contain child pornography. It is a federal crime to buy or sell child pornography
as defined in United States Code, Title 18, Chapter 110 - Sexual Exploitation and
Other Abuse of Children. ANY CONTENT THAT Pulse CONSTRUES AS CHILD PORNOGRAPHY WILL
BE IMMEDIATELY FORWARDED TO THE PROPER AUTHORITIES.
- Contain any viruses, Trojan Horses, Worms, Time Bombs, or other computer
programming routines that are intended to damage, detrimentally interfere with,
surreptitiously intercept or expropriate any system, data or personal information;
- Provide advice for which any jurisdiction requires a professional license to
disseminate including, but not limited to, legal, or medical advice;
- Create liability for Pulse or cause Pulse to lose (in whole or in part) the
services of its advertisers, service providers or suppliers; or
- Link directly or indirectly to or include descriptions of goods or services that
are prohibited under this Agreement
This Prohibited Storage Data policy precludes the use of Pulse's services to
transmit, transfer or receive electronic or other data that comprises or depicts
any of the foregoing, as well as similar Storage Data. You are responsible for
complying with the rules, terms and conditions outlined in the User Agreement and
this Prohibited Storage Data policy. If You have any questions as to if any
particular Storage Data is prohibited, please contact Pulse.

10. Non-Assignability. You may not assign, transfer, or delegate this Agreement,
Your duties and obligations under this Agreement, Your benefits under this
Agreement, or Your Pulse account to anyone without the express written consent of
Pulse. Upon reasonable notice to You, Pulse may assign or transfer this Agreement
at its sole discretion.

11. DISCLAIMER OF WARRANTIES. PULSE'S SERVICES AND MATERIALS AND THIRD PARTY
CONTENT ACCESSIBLE IN CONNECTION THEREWITH ARE PROVIDED "AS IS" AND "AS AVAILABLE",
AND, EXCEPT AS EXPRESSLY PROVIDED HEREIN, WITHOUT WARRANTIES OF ANY KIND. TO THE
FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, PULSE DISCLAIMS ALL SUCH WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE. Without limiting the generality of the
foregoing, Pulse does not warrant that the functions and/or services of Pulse-
related services, Storage Data, hardware, sites, software, data or other material
will be uninterrupted or error-free, or that defects will be detected or corrected;
neither Pulse nor any third party Storage Data provider warrants that any service,
software, Storage Data or the methods by which they are made available will be free
of viruses or similar contamination or destructive features. You expressly agree to
solely assume the entire risk as to the quality and performance of Pulse's services
and the accuracy or completeness of Storage Data. Pulse does not warrant or make
any representations regarding the use or the results of the use of its services,
software, Storage Data, the materials, functions, data or services in or provided
by Pulse, its affiliates or its Users in terms of accuracy, reliability, or
otherwise. You expressly agree to assume the entire cost of all necessary
servicing, repair, correction and related liabilities resulting from Your use of
Pulse's services. If applicable law does not allow the exclusion of implied
warranties, certain of the above exclusion may not apply to You.

12. LIMITATION OF LIABILITY. YOU AGREE THAT, EXCEPT AS OTHERWISE EXPRESSLY

PROVIDED IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES, INCLUDING (BUT NOT LIMITED TO)
NEGLIGENCE, SHALL PULSE BE LIABLE FOR ANY DAMAGES (INCLUDING, BUT NOT LIMITED TO,
DIRECT, ACTUAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES)
THAT RELATE TO OR RESULT FROM THE USE OF, THE INABILITY TO USE, OR THE CORRUPTION
OF STORAGE DATA, OR OTHER DATA STORED ON, STORED IN, RETRIEVED FROM, ACQUIRED,
TRANSMITTED OR TRANSFERRED THROUGH PULSE'S SERVICES, EVEN IF PULSE OR ITS
REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT
SHALL PULSE'S AGGREGATE LIABILITY TO YOU ANY USER DESIGNATED BY YOU FOR ALL
DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT
NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE GREATER OF U.S. $100 OR THE
AMOUNT ACTUALLY PAID BY YOU FOR ACCESSING THIS SITE. If applicable law does not
allow the limitation or exclusion of liability or incidental or consequential
damages, certain of the above limitations or exclusions may not apply to You.

13. Indemnification. You agree to defend, indemnify and hold Pulse and its agents,
employees, consultants, representatives and/or assignees harmless from and against
any and all claims, proceedings, damages, injuries, liabilities, losses, costs and
expenses (including, but not limited to, attorneys fees and costs through appeal)
relating to, arising out of or resulting from, in whole or in part, any acts or
omissions by You, Your Storage Data, materials or information stored, transmitted
or received by or for You, that in any way relate to Pulse or Pulse's Services.

14. Termination for Convenience. Pulse reserves the right to change, suspend or
discontinue all or any aspect of its services made available to You or others at
any time, including the availability of any feature, Storage Data, without prior
notice or liability to You. Either party may terminate this Agreement at any time
for any reason or for no reason by sending notice of termination to the other
party. You expressly waive and release Pulse from any and all claims You may have
against Pulse arising out of or related to any such termination.

15. Termination for Cause. Pulse may terminate this Agreement if You submit false
or misleading information to Pulse, if You breach any provisions of this Agreement,
or violate any laws, including the Digital Millennium Copyright Act of 1998. Upon
termination for cause, You will no longer have the right to access Pulse's services
and You will be precluded from accessing Pulse's services in the future. Pulse
expressly reserves any and all additional rights and remedies it may have against
You including, but not limited to, claims for breach of contract.

16. Choice of Law and Venue. All matters with respect to this Agreement,
including, without limitation, matters of validity, construction, effect and
performance shall be governed by the laws of the Province of Ontario, Canada,
applicable to contracts made and to be performed therein between the residents
thereof (regardless of the laws that might otherwise be applicable under principles
of conflicts of law). Any action or proceeding related to the subject matter of
this Agreement shall be venued in Toronto, Ontario, Canada. This Agreement shall
not be governed by the United Nations Convention on Contracts for the International
Sale of Goods.

17. Severability.If any provision of this Agreement shall be deemed unlawful,

void, or for any reason unenforceable, then that provision shall be severable from
this Agreement and shall not affect the validity and enforceability of any
remaining provisions. This Agreement may not be amended unless the President of
Pulse has approved and signed such an amendment in writing. Non-enforcement of any
section of this Agreement does not constitute consent or waiver and Pulse reserves
the right to enforce any provision of this Agreement at its sole discretion.

18. Incorporation. The terms of this Agreement supercede any prior representations
made by Pulse or negotiations between You and Pulse and is the entire agreement
between the parties relating to the subject matter contained herein.

19. Modifications. Pulse may from time to time amend the terms and conditions of
this Agreement. At the time of any such change, You will be notified of the
modified terms and conditions. Continued use of Pulse's services after the
effective date of the notification shall constitute acceptance of the changed
Agreement.

20. Time Limitation on Claims. Regardless of any statute or law to the contrary,
any claim, cause of action, or demand for arbitration against Pulse arising out of
or related to this Agreement or use of Pulse's services must be filed within six
months of the date upon which You were or should have first been aware of the
existence of the grounds for Your claim or cause of action.

21. Notice. Legal notice to Pulse must be delivered to:

Legal Notice
Pulse Microsystems Ltd.
6711 Mississauga Road, Suite 300
Mississauga, Ontario, Canada L5N 2W3
legal@pulsemicro.com

Any notice to You required by law or under this Agreement will be effectuated by
Pulse posting notice on its site in a designated area and via electronic mail (e-
mail) to the address on file with Pulse (if any).

22. Reporting Violations of this Agreement. Violations of the terms of this

Agreement or similar agreements should be reported to Pulse at
legal@pulsemicro.com. To report potentially infringing use of copyrighted material,
please refer to Pulse's Policy against Copyright Infringement.

23. Entire Agreement. You represent that You have carefully read this Agreement,
that You understand its contents, and that You have had an opportunity to seek
independent legal advice with respect to the review and advisability of entering
into this Agreement. Should You have any questions concerning this Agreement,
please contact legal@pulsemicro.com.

C. Policy against Copyright Infringement.

1. Non-Infringement. To protect copyright owners, and Pulse's users, Pulse has a

strict policy against the infringement of others' intellectual property rights.
Unauthorized copying, distribution, modification, public display, or public
performance of copyrighted works is an infringement of the copyright holders'
rights and a violation of United States and international laws. Although Pulse will
enforce its policies to the extent technically feasible, some Storage Data may have
been created or distributed without proper authorization. As a condition to
continued use of Pulse's services as well as a condition precedent to Your
obtaining a valid license to use any Storage Data, You agree that You will not
infringe the intellectual property rights of others in any way. Pulse will
terminate the account of any User whom Pulse has found to violate its policy
against intellectual property infringement.

Services may include embroidery designs. You may modify, adjust and add-to the
embroidery designs as you choose. You may re-produce the embroidery designs on as
many embroidered products as you wish, however, your right to copy the electronic
file is governed by this provision.

2. Remedies. Pulse may unilaterally terminate Your use of its services upon any
single act of infringement consummated through the use of Pulse's services or if
Pulse determines Your use of its services is harmful to the interests of Pulse or
others. Pulse will respond expeditiously to all claims of copyright infringement
that meet certain minimum requirements. If, as described below, Pulse obtains
sufficient knowledge of Storage Data containing potentially infringing material or
receives sufficient written notice of such Storage Data being shared through use of
Pulse's services, Pulse will act expeditiously to remove or disable access to such
files in accordance with 17 U.S.C. 512(d)(1). In addition, Pulse will fully comply
with the requirements of the Digital Millennium Copyright Act (DMCA) to remove or
disable access to all such Storage Data. Your Storage Data and access to Pulse's
services will be permanently disabled and/or terminated if Your use of Pulse's
services is the subject of two or more signed complaints by or on behalf of a
single copyright owner; if Pulse has disabled on five or more occasions, for any
reason, Storage Data You have designated for sharing; or if You attempt to re-post
Storage Data that Pulse has disabled without Pulse's written consent. If You are
subsequently found to have not violated Pulse's policies, other's rights, or any
law, Pulse, at its sole discretion, may reinstate Your account upon receipt of
proof of the applicable findings.

3. Procedure for notifying Pulse of copyright infringement claims: In accordance

with the Digital Millennium Copyright Act ("DMCA"), copyright owners, or persons
authorized to act on behalf of owners who believe specific Storage Data may
infringe any exclusive right(s) of the copyright owner should notify Pulse's
designated agent in the following manner:

4. Notices Must Be in Writing: Pulse must obtain all required information in

writing in the form of a 'Notice of Copyright Infringement' ("Notice"). Telephonic,
verbal or other non-written communications are insufficient under Pulse's policies
and do not meet the requirements of the DMCA.

5. Requirements of Notice: Notice to Pulse must include the following information:

1. Identification of the copyrighted work that You claim has been infringed, or, if
multiple copyrighted works are covered in the Notice, a representative list of the
copyrighted works that You claim have been infringed using Pulse's services;

2. Identification of Storage Data, material or activity that You claim is

infringing, that is to be removed or access to which is to be disabled. Such
identification must contain information sufficient to permit Pulse to locate that
Storage Data;

3. Your street and mailing address, telephone number and, if available, Your
electronic mail address;

4. A statement by You that You have a good faith belief that the disputed use of
the copyrighted material is not authorized by the copyright owner, its agent, or
the law (e.g., fair use);
5. A statement by You, made under penalty of perjury, that all the information in
Your Notice is accurate and that You are the copyright owner, or authorized to act
on behalf of an owner of any exclusive right that is allegedly infringed by the
materials referenced in Your Notice.

6. Notices Must be Signed: The written notice must be signed by the physical or
electronic signature of the copyright owner or of a person authorized to act on
behalf of an owner of any exclusive right(s) that are allegedly infringed by the
materials referenced in the Notice.

7. Delivery to Designated Agent: The Notice must be addressed and delivered via
U.S. Mail, Express Mail, or Courier to Pulse's Designated Copyright Agent, as
follows:

General Counsel
Pulse Microsystems Ltd.
7125 Mississauga Road, Suite 402
Mississauga, Ontario, Canada L5N 0C2
legal@pulsemicro.com

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