SOFTWARE END-USER LICENCE AGREEMENT

This End-User Licence Agreement (this "Agreement") is a legal contract between you, as either an individual or a single business entity, and Pulsestar Software Limited ("PulseStar").

Read the terms and conditions of this agreement carefully before downloading PulseStar's proprietary Stocker Warehouse Management Software (hereinafter the "Software") or obtaining a licence key to the Software or using the Software.

THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO YOU UNDER THIS AGREEMENT, NOT SOLD TO YOU. BY DOWNLOADING THE SOFTWARE OR OBTAINING A LICENCE KEY TO THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU ACCEPT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD CLICK THE "I DO NOT ACCEPT" BUTTON BELOW, TERMINATE THE DOWNLOAD PROCESS, AND REFRAIN FROM ACCESSING OR USING THE SOFTWARE. THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU AND PULSESTAR CONCERNING THE SOFTWARE, AND THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH PULSESTAR RELATING TO THE SOFTWARE.

1. Grant Of Licence

PulseStar hereby grants to you, and you accept, a limited, non-exclusive licence to use the Software in machine-readable, object code form only, and the user manuals accompanying the Software (the "Documentation"), only as authorized in this Agreement. For purposes of this Agreement, the "Software" includes any updates, enhancements, modifications, revisions, or additions to the Software made by PulseStar and made available to end-users through PulseStar's web site. Notwithstanding the foregoing, PulseStar shall be under no obligation to provide any updates, enhancements, modifications, revisions, or additions to the Software.

Software which is delivered as an update or upgrade to a previous version of the licensed Software must replace or enhance the previous version; no additional licence is granted.

The terms and conditions contained herein may be subject to change without prior notice when PulseStar considers appropriate.

2. Restrictions On Use.

2.1. Non-licensed users are granted a limited licence to use the Software for evaluation purposes only in order to determine whether the Software is suitable for their needs.

2.2. Software delivered in demo, trial or evaluation mode, and any licenses classed as demo, trial, evaluation, not-for-resale, educational (including student and faculty) and other licenses issued for non-commercial purposes may only be used by You in a non-commercial manner and never used for commercial gain unless otherwise agreed by PulseStar in writing.

2.3. Licensed users may install and use one copy of the Software activated by a licence on a single server (virtual or physical) owned, leased, or otherwise controlled by you.

2.4. In addition, licensed users may install the Licensed Software on an unlimited number of client computers - provided the total number of concurrent clients ("concurrent users") accessing the Software does not exceed the number of licenses purchased. For purposes of this Agreement "concurrent users" means the total number of end-users accessing the Software at any moment in time. You must ensure that the number of concurrent users does not exceed the number of licenses purchased, or you will be in breach of this Agreement.

2.5. You must not provide access to or use of the Software to any third party.

2.6. PulseStar reserves the right to embed a software security mechanism within the Software to monitor usage of the Software to verify compliance with this licence and these restrictions. PulseStar reserves the right to use licence administration software, and/or licence authorisation key to control access to the Software. You may not take any steps to avoid or defeat the purpose of any such measures.

3 Assignment of Rights.

You will not sell, licence, sub-licence, transfer, assign, re-distribute, lend, lease or rent (including via a timeshare arrangement), the Software, its use, or the licence granted by this agreement.

4. Copies and Modifications.

You may not reverse engineer, de-compile, disassemble, or otherwise translate the Software or any licence keys, un-password protect, make any attempt to discover the source code of the Software, or create derivative works from the Software at any time. You may not modify or adapt the Software or any licence keys that you have obtained in any way. You may make one copy of the Software, the Documentation, and any licence keys that you have obtained, solely for backup or archival purposes. Any such copies of the Software, Documentation, or licence keys shall include any copyright or other proprietary notices that were included on such materials when you first received them. Except as authorized in this Section, no copies of the Software, Documentation, or licence keys, or any portions thereof, may be made by you or any person under your authority or control.

5. Ownership and Intellectual Property

PulseStar is the owner of all intellectual property relating to the Software for which the licence is granted. PulseStar owns and retains all copyright, trademark, and other proprietary rights in and to the Software and documentation unless otherwise stated in said documentation. The Software and documentation are protected by copyright laws and other intellectual property laws.

No title to the intellectual property in the Software, documentation, names, logos, or other material provided is transferred to You by this agreement, and the licence granted does not under any circumstances confer ownership of the Software to You.

You must inform PulseStar of any infringement of copyright and/or intellectual property rights, and adopt any and all necessary measures to assure the confidentiality and the respect of all property right corresponding to PulseStar.

You agree to maintain in good condition any property notices, labels, trademarks, copyright symbols, or any other property indications in the Software and documentation indicating that PulseStar is the owner.

All rights not expressly granted are reserved by PulseStar or its licensors.

6. Licence Automatic Update and Expiration.

Your licence may include an expiration date that can result in the termination of the licence. Licenses can be purchased for varying durations ranging from 1 to 12 months. For your convenience PulseStar provides licence expiration warnings in the product interface should there be any issues that would cause the product licence to eventually expire. It is your responsibility to contact PulseStar regarding any potential expiration that you deem inappropriate. PulseStar shall not liable for any damages or costs incurred in connection with the expired licenses.

7. Licence Fees

The Software will be available to you for use upon your receipt of one or more licence keys. Upon acceptance of this Agreement, you may obtain one or more licence keys by paying the requisite licence fees, using the procedure set forth on PulseStar web site. The licence fees paid by you are paid in consideration of the licence granted under this Agreement.

8. Warranty and Disclaimers

The Software and related materials are provided "AS IS" and without warranty or condition of any kind. PulseStar specifically disclaims, including but not limited to, the express or implied warranties or conditions of merchantable quality and fitness for a particular purpose. PulseStar does not warrant that the Software will meet your requirements, or that it can carry out any specific function, or that the operation of the Software will be uninterrupted or error free. You assume responsibility for selecting the software to achieve your intended results, and for the results obtained from your use of the software. You shall bear the entire risk as to the quality and the performance of the software.

9. Limitation Of Liability

In no event shall PulseStar be liable to You or any third party for any direct, indirect, special, incidental, punitive or consequential damages (including but not limited to damages resulting from loss of use, loss of data, loss of profits, loss of goodwill, and loss of business), arising out of, or in connection with, the use of, or inability to use, or low performance of, the Software or documentation, even if PulseStar has been advised of the possibility of such damages.

Any liability assumed by PulseStar arising out of or in connection with the Software or documentation shall not under any circumstances exceed the licence fee You have paid for the Software.

No returns or refunds will be accepted once the Software has been downloaded, installed or any package opened. Your sole remedy under this warranty shall be termination of this licence agreement.

You are responsible for the supervision, management and control of the use of the Software, and output of the Software including, but not limited to, selection of the Software to achieve your intended results, determining the appropriate uses of the Software and the output of the Software in your business, and establishing adequate back-up to prevent the loss of data in the event of a Software malfunction.

10. Termination

This Agreement is effective until terminated. PulseStar may terminate this Agreement at any time without notice to You if you fail to comply with any of its terms.

You may terminate this Agreement at any time by destroying all copies of the Software and related materials.

Upon termination by You, or upon receipt by You of written notice of termination from PulseStar, You shall immediately cease using the Software, destroy all copies of the Software and all written documentation in your possession and within 5 days thereafter provide PulseStar with a written confirmation that you have complied with these actions.

11. Miscellaneous and General Conditions

This Agreement shall be governed and interpreted in accordance with the laws of the United Kingdom, and any conflict arising from the same shall be submitted to United Kingdom courts.

In the event that one or more of the provisions in this Agreement is found to be illegal or unenforceable by a court of competent jurisdiction, this Agreement shall not be rendered inoperative, the provision in question shall be enforced to the maximum extent permissible and the remaining provisions shall continue in full force and effect.

YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS OF THIS END USER LICENCE AGREEMENT, AND YOU AGREE TO BE BOUND BY ITS TERMS. YOU MUST ACCEPT THESE TERMS BEFORE DOWNLOADING OR INSTALLING THE SOFTWARE.

By accepting the terms of this End User Licence Agreement, You also agree to read and accept the terms and conditions established in the General Conditions of Sale before installing the Software.