APPAREL MARKETING SOLUTIONS CONTRACT,CONTENT LICENSE AGREEMENT and TERMS OF USE AGREEMENT

This Agreement governs the terms by which members and clients of Apparel Marketing Solutions obtain the right to use stock templates, articles, marketing packages, forms and other media content provided by Apparel Marketing Solutions through the web site located at www.apparelmarketingsolutions.com (the “Site”). This Contract, Content License Agreement and Terms of Use agreement are applicable to all persons downloading content from the Site. If you purchased this license with a machine sale or through your equipment vendor, defaulting on your equipment lease or delinquent payments to your equipment vendor will terminate this agreement immediately. If you purchased this license with a machine sale or through your equipment vendor, you must keep your equipment account in good standing with your vendors in order to access this site. The purchase of an Apparel Marketing Solutions membership whether at full price, promotional price or as part of an equipment purchase is a non-refundable sale.

1. Background of Agreement

(a) This is a fairly lengthy document, and it contains many important provisions that affect your rights and obligations. By logging into and downloading from the AMS site you accept this Agreement either for yourself or on behalf of your employer or the entity that is identified as the member account holder, and agree to be bound by its provisions. If you are accepting on behalf of your employer or the entity that is the member account holder, you represent and warrant that you have full legal authority to bind your employer or such other entity. If you do not have such authority or you do not accept or agree with these terms, do not accept the Agreement and do not download the Content.

(b) In this Agreement: (i) “you” or the “Client” means you or, if you are accepting on behalf of your employer or member account entity, then “you” means that employer or entity ; (AMS) “Apparel Marketing Solutions” or “we” means Apparel Marketing Solutions, operator of the Site; and (AMS) “Content” means any stock templates, article, marketing package, form and other media content provided by Apparel Marketing Solutions that you are downloading from the Site, together with any accompanying material.

(c) This Agreement is set up as a user-determined document where you will choose to enter into a membership license agreement

1. Intellectual Property

All materials (including the organization and presentation of such material) on this Web site (the “Materials”) are the property of AMS and may be protected by intellectual property laws including laws relating to copyrights, trade-marks, trade-names, internet domain names, and other similar rights.

The Materials may only be used and copied by legitimate members and for their own purposes in marketing their business. You may not create derivative works from or otherwise exploit the Materials in any way.

© 2009 Apparel Marketing Solutions. All rights reserved.

1. Terms of Use

This agreement governs your use of the Apparel Marketing Solutions website.

This Web site is owned and operated by Apparel Marketing Solutions ("AMS"). Access and use of this Web site is provided by AMS to you on condition that you accept these Terms of Use and license agreement and by accessing or using this Web site, you agree to these Terms of Use. If you do not agree to accept and abide by these Terms of Use you should not access or use this Web site.

AMS may revise and update these Terms of Use at anytime and without notice. You are cautioned to review the Terms of Use posted on the Web site periodically. Your continued access or use of this Web site after any such changes are posted will constitute your acceptance of these changes.

You may not interfere with the security of, or otherwise abuse this Web site or any system resources, services or networks connected to or accessible through this Web site. You may only use this Web site for lawful purposes.

1. Standard License Terms

We hereby grant to you a perpetual, non-exclusive, non-transferable license to use the Content for the Permitted Uses (as defined below). Unless the activity or use is a Permitted Use, you cannot do it. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by Apparel Marketing Solutions.

1. Permitted Standard License Uses:

(a) You may only use the Content for those advertising, promotional and other specified purposes which are Permitted Uses (as defined below). For clarity, you may not use the Content in products for resale, license or other distribution, unless Any use of the Content that is not a Permitted Use shall constitute infringement of copyright.

(c) Permitted Uses. Subject to the restrictions described under Prohibited Uses below, the following are “Permitted Uses” of Content:

1. advertising and promotional projects, including printed materials, product packaging, presentations, film and video presentations, commercials, catalogues, brochures, promotional greeting cards and promotional postcards (ie. not for resale or license);

2. entertainment applications, such as books and book covers, magazines, newspapers, editorials, newsletters, and video and broadcast presentations;

3. on–line or electronic publications, including web pages

4. prints, posters (i.e. a hardcopy) and other reproductions for personal use or promotional purposes specified in

1. Standard License Prohibitions

(a) Prohibited Uses. You may not do anything with the Content that is not expressly permitted in the preceding section. For greater certainty, the following are “Prohibited Uses” and you may not:

1. use the Content in design template applications intended for resale, whether on-line or not, including, without limitation, website templates, business card templates, brochure design templates, form templates or mail or html email templates.

2. use or display the Content on websites or other venues designed to induce or involving the sale, license or other distribution of “on demand” products, (this includes custom designed websites, as well as sites such as www.cafepress.com);

3. incorporate the Content in any product that results in a re-distribution or re-use of the Content or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file;

4. sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;

5. use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;

1. Term of Agreement

(a) This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content and any Permitted Derivative Works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates without notice from AMS if at any time you fail to comply with any of its terms. Upon termination, you must immediately (i) cease using the Content and for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials; and (iii) if requested, confirm to AMS in writing that you have complied with these requirements.

(b)AMS reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Content with an alternative for any reason. Upon notice, sent to the address or contact information provided by you for your member account, or such other address as you may advise us in writing to use, from time to time, of such replacement, the license for the replaced Content immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Content. You agree not to use the replaced Content, or any Permitted Derivative Works, for future products and to take all reasonable steps to discontinue use of the replaced Content, or any Permitted Derivative Works, in products that already exist. (c)If you purchased this license through an equipment vendor, defaulting on your equipment lease or delinquent payments to your equipment vendor will terminate this agreement immediately. You must keep your equipment account in good standing with your vendors in order to access this site.

1. General Provisions

(a) You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.

(b) AMS's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

(c) This Agreement is personal to you and is not assignable by you without AMS’s prior written consent. AMS may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.

1. Contact

If you have concerns relating to this Agreement, please contact AMS at help@apparelmarketingsolutions.com.

1. Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF APPAREL MARKETING SOLUTIONS AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.