Software Agreement

ARTAIC TYLIST

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE ARTAIC SOFTWARE, ANY DOCUMENTATION, OR THE ARTAIC WEBSITES (“SITES”) (COLLECTIVELY, THE “SOFTWARE”).

THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) GOVERNS USE OF THE SOFTWARE UNLESS YOU (“LICENSEE”) AND ARTAIC, LLC, (“ARTAIC”) HAVE EXECUTED A SEPARATE AGREEMENT.

Artaic is willing to license the Software to you only upon the condition that you accept all the terms contained in this Agreement. By signing this document, clicking on the “I accept” button, or by downloading, installing or using the Software, you indicate that you have read and understand this Agreement and accept all of its terms. If you do not accept all the terms of this Agreement then Artaic is unwilling to license the Software to you. If you agree to these terms on behalf of a business, you represent and warrant that you have authority to bind that business to this Agreement, and your agreement to these terms will be treated as the agreement of the business. In that event, “you” and “your” refer herein to that business.

1)    Grant of License

Subject to your compliance with the terms and conditions of this Agreement, Artaic grants you a non-exclusive and nontransferable license for a single user to use the Software for your

internal purposes, either as an installed product or accessed via the Internet on a subscription model, as dictated by your transaction documentation.

If installed as a software application in executable form, Artaic grants you a non- exclusive and nontransferable license for a single user to install and use the executable form of the Software on a single computer, solely for your internal use. You may make a single copy of the Software for backup purposes, provided that you reproduce on it all copyright and other proprietary notices that are on the original copy of the Software. Artaic reserves all rights in the Software not expressly granted to you in this Agreement.

2)    Restrictions

Except as expressly specified in this Agreement, you may not:

a)      copy or modify the Software;

b)     transfer, sublicense, lease, lend, rent or otherwise distribute the Software to any third party;

c)      make the functionality of the Software available to multiple users through any means, including, without limitation, by uploading the Software to a network or file-sharing service or through any hosting, application services provider, service bureau or any other type of services; or

d)      utilize this software for designing mosaics or producing mosaics for sale by any party other than Artaic or its licensees.

e)      upload, download, post, email or otherwise transmit any materials including but not limited to text, data, photos, graphics, or any of these elements in combination as a design (“Content”) that are unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, profane, indecent, inflammatory, libelous, tortious, hateful, racially, ethnically, socially, politically, legally, morally, religiously objectionable or otherwise objectionable, or invasive of another’s rights including but not limited to rights of celebrity, privacy and intellectual property;

f)      upload, download, post, email or otherwise transmit any Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. As a guideline, you may contribute only original work that you have created yourself from original elements. This means you can’t use images of celebrities or corporate products, nor images, text, or design that you’ve copied from a website without written permission from the owner. By uploading or downloading any Content, you represent and warrant that you have the lawful right to reproduce and distribute such Content and that the Content complies with all applicable federal, state and local laws, regulations and ordinances;

g)     upload, download, post, email or otherwise transmit any Content that would constitute or encourage a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law;

h)     upload, download, post, email or otherwise transmit false or misleading information.

You acknowledge that Artaic does not pre-screen submitted Content, but that Artaic and its designees shall have the right (but not the obligation) in their sole discretion to reject or remove any Content. You agree that you must evaluate, and bear all risks associated with, the use of any Content. You acknowledge that you may not rely on any Content, created by or submitted to, Artaic. You acknowledge and agree that you are responsible for the creation and compilation of your Content, and that neither Artaic nor any other party involved with the production of any product incorporating such Content assumes that responsibility. Artaic’s production of any product depicting your Content does not indicate that Artaic approves of the Content, that the Content obeys all applicable laws, or that you are absolved of any liability or harm arising from the use of the Content.

You acknowledge and agree that portions of the Software, including, without limitation, the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of Artaic and its licensors. Accordingly, you agree not to disassemble, decompile or otherwise reverse engineer the Software, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.

3)    Ownership

The Software is licensed, as dictated by your transaction documentation. Artaic and its licensors own all rights, title, and interest in and to their applicable contributions to the Software, including all intellectual property rights therein. The Software is protected by United States copyright law and international treaties. You will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on the Software as delivered to you.

4)    No Resale

You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Software, use of the Software or access to the Software without Artaic ‘s express written consent.

5)    Term and Termination

a)      This Agreement remains effective until terminated by either party. Artaic may terminate this Agreement without notice, at any time and for any reason. You may terminate it at any time by destroying all copies of the Software in your possession or control. This Agreement will automatically terminate without notice if you breach any term of this Agreement.

b)     Upon any termination, you will promptly destroy all copies of the Software in your possession or control. Sections 5(b), 6, 7, 8, 9, 10, 11, 12, 13 and 14 will survive any termination of this Agreement.

6)    Disclaimer of Warranty

YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THIS SITE AND THE INFORMATION, SERVICES, PRODUCTS, PROGRAMS AND MATERIALS AVAILABLE THROUGH IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ARTAIC AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

ARTAIC DOES NOT MAKE ANY WARRANTY THAT (A) THE SITE OR ITS CONTENT WILL MEET YOUR REQUIREMENTS, OR (B) THAT THE SITE OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR (C) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, OR (D) THAT DEFECTS, IF ANY, WILL BE CORRECTED. YOU AGREE THAT ARTAIC SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY YOU IN CONNECTION WITH THE SITE OR ANY CONTENT CONTAINED THEREIN.

YOU EXPRESSLY AGREE THAT USE OF THIS SITE, INCLUDING ALL CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THIS SITE, IS AT YOUR SOLE RISK. YOU UNDERSTAND AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR BUSINESS, YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, DATA AND/OR SOFTWARE.

YOU ACKNOWLEDGE THAT ARTAIC DOES NOT CONTROL IN ANY RESPECT ANY INFORMATION, PRODUCTS, OR SERVICES OFFERED BY THIRD PARTIES ON OR THROUGH THIS SITE. EXCEPT AS OTHERWISE AGREED IN WRITING, ARTAIC AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH THIS SITE.

YOU ACKNOWLEDGE THAT ARTAIC MAKES NO WARRANTY OR REPRESENTATION THAT CONFIDENTIALITY OF INFORMATION TRANSMITTED THROUGH THIS SITE WILL BE MAINTAINED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ARTAIC OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

7)    Warranty

YOU REPRESENT AND WARRANT THAT YOU ARE THE OWNER OF THE CONTENT WHICH YOU SUBMIT AND THAT THE CONTENT DOES NOT INFRINGE UPON THE PROPERTY RIGHTS, INTELLECTUAL PROPERTY RIGHTS (COPYRIGHTS AND TRADEMARKS) OR OTHER RIGHTS OF OTHERS. YOU ALSO REPRESENT THAT THERE ARE NO OUTSTANDING DISPUTES IN CONNECTION WITH THE PROPERTY RIGHTS, INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS IN THE CONTENT OR ANY PARTS OF THE CONTENT. YOU HEREBY REPRESENT AND WARRANT TO US THAT THIS AGREEMENT HAS BEEN DULY AND VALIDLY EXECUTED AND DELIVERED BY YOU AND CONSTITUTES YOUR LEGAL, VALID AND BINDING OBLIGATION, ENFORCEABLE AGAINST YOU IN ACCORDANCE WITH ITS TERMS; AND THAT THE EXECUTION, DELIVERY AND PERFORMANCE BY YOU OF THIS AGREEMENT ARE WITHIN YOUR LEGAL CAPACITY AND POWER; HAVE BEEN DULY AUTHORIZED BY ALL REQUISITE ACTION ON YOUR PART; REQUIRE THE APPROVAL OR CONSENT OF NO OTHER PERSONS; AND NEITHER VIOLATE NOR CONSTITUTE A DEFAULT UNDER THE (I) PROVISION OF ANY LAW, RULE, REGULATION, ORDER, JUDGMENT OR DECREE TO WHICH YOU ARE SUBJECT OR WHICH IS BINDING UPON YOU, OR (II) THE TERMS OF ANY OTHER AGREEMENT, DOCUMENT OR INSTRUMENT APPLICABLE TO YOU OR BINDING UPON YOU.

8)    Limitation of Liability

UNDER NO CIRCUMSTANCES INCLUDING, WITHOUT LIMITATION, ITS OWN NEGLIGENCE, SHALL ARTAIC OR ITS PARENTS, SUBSIDIARIES, OFFICERS, EMPLOYEES, AFFILIATES, DIRECTORS, AGENTS, SUPPLIERS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, TRANSMITTING, OR DISTRIBUTING ARTAIC OR RELATED SERVICES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ARTAIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SITE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR (E) ANY OTHER MATTER RELATING TO THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

9)    Licenses

By creating Designs with Artaic’s design tools, or uploading Designs to the Site, you grant the following licenses to Artaic: the nonexclusive, worldwide, transferable, sublicensable right to use, reproduce, publicly display, and distribute the Design in advertising, marketing, samples, and promotional materials for the purpose of promoting the Site and Products; and the right to make modifications to your Design as necessary to prepare your Design for use if you agree that your Design may be used in such a manner.

10) Public Reputation

You acknowledge and agree that you will not use any product ordered from the Site in a way that would be damaging to Artaic’s public reputation or that of its employees, board members, shareholders, licensors, or solution partners. Additionally, you acknowledge that if you choose to display any product ordered from Artaic, in a public setting, including on the Internet, in a way which disparages Artaic, Artaic’s board members, employees, shareholders or partners, Artaic reserves the right to demand immediate return of the product, to furthermore pursue all recourses and remedies available under the law.

11) Indemnity

You agree to indemnify and hold Artaic and its officers, directors, employees and agents harmless from and against any claim, liabilities, damages, losses and expenses, including, without limitation, reasonable attorneys’ fees, made by any third party in connection with or arising out of your use of the Software, your violation of any terms or conditions of this Agreement, your violation of applicable laws, or your violation of any rights of another person or entity.

12) Export Law

You agree to comply fully with all U.S. export laws and regulations to ensure that neither the Software nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

13) General

These terms and conditions and your relationship with Artaic shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without resort to its conflict of law provisions. You and Artaic agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Suffolk, Massachusetts. Any dispute with regard to this Agreement shall be submitted to one arbitrator for arbitration in Suffolk County, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The award rendered by the arbitrator shall be binding as between the parties and judgment on such award shall be entered in any court having jurisdiction thereof. The Arbitrator may award attorney’s fees and costs to the prevailing party. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement. Artaic may assign its rights and responsibilities hereunder without notice to you. You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without Artaic’s prior written consent, and any attempt by you to do so, without such consent, will be void and of no effect. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. Any notice or other communications to be given under this Agreement will be in writing and given (a) by Artaic via email (in each case to the address that you provide), (b) posting on the Artaic website located at www.Artaic.com or (c) by you via email to info@artaic.com or such addresses Artaic may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect. This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless you and Artaic have executed a separate agreement.

14) Terms and Conditions

Artaic products are sold pursuant to Artaic’s Standard Terms and Conditions (the “T&Cs”), which are found at the website address http://www.artaic.com/terms/, and, if attached, at end of this document. The Current T&Cs are dated July 1, 2011. By ordering any product, you agree to be bound by the T&Cs as they exist as of the date of your order, that the T&Cs set forth the exclusive terms governing the sale of Artaic products, and that no legal terms in your purchase order or other documents shall have any force or effect. The T&Cs contain important provisions, including, among others, Limited Warranty, exclusions and limitations on Artaic’s liability for damages, and restrictions on the remedies that are available to you.”