The PULSE Loyalty Program (the "Program") provides G by GUESS customers with the following benefits subject to the terms and conditions contained in this Agreement (collectively, the "Benefits"):

• (a) Effective September 30, 2012 all new Program enrollments will automatically receive 50 bonus Points towards their first Award.

• (b) Shop at a participating G by GUESS store location in the United States (including Puerto Rico) and Canada or online at www.GbyGUESS.com ("Participating Stores"), present your PULSE Loyalty Card prior to checkout or enter your Loyalty Card number where indicated for online purchases and receive one (1) point for nearly every dollar you spend on Qualifying Purchases (each a "Point"). GUESS Factory, GUESS, GUESS by Marciano and GUESS Accessory, stores located at outlet centers are excluded from the PULSE Loyalty Program
• (c) For every 150 Points you earn you will receive a $10 Award applicable towards your next purchase at a Participating Store (each an "Award"). Awards issued will expire automatically after 60 days.
• (d) In addition, as you use your PULSE Loyalty Card, you may be eligible to receive special discounts, earn double points or participate in other exciting G by GUESS promotions including in-store events, fashion shows, exclusive parties and store openings.

• (a) No purchase is necessary to become a Member. To apply, you must either (1) visit a Participating Store and provide your full name, a valid e-mail address and your current zip code to receive your PULSE Loyalty Card and then go online to www.GbyGUESS.com to complete additional enrollment information or (2) simply apply online at www.GbyGUESS.com, provide the information above plus your complete mailing address so your PULSE Loyalty Card can be mailed to you. You must provide a valid e-mail address to be eligible to receive any Benefits associated with the Program.
• (b) Enrollment begins upon activation in store or online, on the date of enrollment, but you can opt out of the Program at any time as more fully set forth in Section 8 below.
• (c) Member must be a legal resident of the United States, Puerto Rico or Canada and 13 years of age or older to participate in the Program. The sponsors of the Program are GUESS?, Inc. and GUESS? Canada Corporation (collectively, "GUESS"). Employees of GUESS, its subsidiaries and affiliates, and their immediate families, and others who are eligible for employee-based discounts, or members of any corporate or wholesale account of GUESS are not eligible for Membership in the Program and Program Benefits may not be applied towards transactions by such individuals. GUESS reserves the right in its sole discretion to accept or deny any membership request in the Program.

• (a) PULSE Loyalty Membership is not transferable and may only be used by an individual Member for the Member's personal benefit. Member Benefits cannot be combined with Benefits accrued by another Member. GUESS may request proper identification with regard to Program transactions. Member Benefits will not be applied retroactively to any purchases. Other exclusions may apply.
• (b) GUESS is not responsible for lost or stolen membership cards. GUESS may, in its sole discretion, permit replacement cards to be issued and any remaining points at the time GUESS issues the replacement card may be transferred. If GUESS agrees to issue a replacement card to the Member, GUESS assumes no responsibility for replacing any points or Awards accrued prior to the date GUESS is notified in writing of the Member's loss.
• (c) Member agrees that the Program and any Benefits related thereto do not create any property rights whatsoever in favor of Member.
• (d) Member shall be responsible for maintaining accurate and updated personal information with the PULSE Loyalty Membership Program Department. Members may update their personal information online at www.GbyGUESS.com or at any Participating Store. GUESS is not responsible for Awards or other Benefits that are not received as a result of loss or Member's failure to update Member's personal information.
• (e) G by GUESS, the G by GUESS logos, the PULSE Loyalty Program and other logos and taglines are the intellectual property of GUESS?, Inc., licensed to others under controlled conditions.
• (f) Membership rules are void where and to the extent prohibited by law. Taxes may apply where required by law.

• (a) Points accrual will be calculated based on Member's Qualifying Purchases. "Qualifying Purchases" are purchases made at Participating Locations, excluding purchases of gift cards and certain merchandise items that are excluded in particular promotions and shall be calculated based on the final sale price of merchandise after any applicable discounts and coupons are applied (including Awards redeemed) and before sales tax and shipping and handling (if applicable) is added. Points shall be calculated based on the final sale price in the local currency. Other exclusions may apply. Earn additional Points through special offers and promotions.
• (b) Points will post to your account within 30 days of in-store purchase, date of on-line purchase or date of shipment. No adjustments to your account ("Account") will be made after the actual purchase date except as indicated below.
• (c) Points apply only to the first PULSE Loyalty Card scanned in connection with any purchase.
• (d) Points earned from a Qualifying Purchase shall be deducted from Member's account if the Qualifying Purchase is returned or exchanged.

• (e) Points shall expire automatically 6 months from the date of your last purchase using your PULSE Loyalty Card. Points have no cash value and may not be redeemed for partial Awards, merchandise or any other value. 

• (f) Once Member accrues 150 Points, those Points will be automatically deducted from Member's Account and an Award in the amount of $10 shall be issued to Member's PULSE Loyalty Card. Awards will be issued to your PULSE Loyalty Card approximately 72 hours after reaching the appropriate Points accrual level. All Awards shall be issued in local currency, if you use your Award in a foreign country, the applicable exchange rate value of your Award shall apply to your purchase.
• (g) GUESS may adjust the number of Points required to be eligible for an Award or the Award amount to be issued, at any time, in its sole discretion, with or without notice.
• (h) Awards are coupons for discounts off future purchases and may only be redeemed for a discount off purchase amounts equal to or greater than the amount of the sum of the Awards presented for redemption at Participating Stores, excluding tax. Awards shall not be refunded if you return or exchange merchandise purchased using an Award coupon. Points earned towards such Award shall not be reinstated to your account.
• (i) Any unused Points and Awards shall be forfeited if Member's membership in the Program is cancelled for any reason.

• (a) Awards are redeemable at Participating Stores for future purchases of any eligible merchandise available at Participating Stores only and cannot be used towards the purchase of gift cards or certain other merchandise. You may be notified of additional ineligible merchandise. Awards have no cash value, are non-transferable, are not applicable to prior purchases or exchange transactions, and no change will be given for Award redemptions. Awards may only be used once. Other restrictions may apply.
• (b) Awards may be combined with other Awards issued to Member and may be used in conjunction with most other discounts (excluding employee discounts), promotions or offers towards the purchase of merchandise not to exceed the purchase amount at Participating Stores only.
• (c) Unless otherwise indicated, each Award will expire and are forfeited if not redeemed within 60 days from the date it is issued.

The PULSE Loyalty Card is accepted at most G by GUESS stores located in the United States (including Puerto Rico) and Canada and online at www.GbyGUESS.com. The PULSE Loyalty Card is not accepted at outlet centers, any international locations, certain G by GUESS stores as may be determined by GUESS from time to time or any other location carrying G by GUESS products within the United States, Puerto Rico or Canada, for telephone orders at any Participating Store, or through third-party online websites.

By becoming a Member of the Program, you agree to receive advertising, marketing materials and other communications from GUESS and its affiliates. The information we collect will be used to help us provide a more personalized shopping experience and personalized discounts applicable to purchases at Participating Stores. The personal information you provide as a Member of the Program will be handled and retained in accordance with the GUESS privacy policy located at www.GbyGUESS.com.

By providing your mobile number for the PULSE program, you are agreeing to subscribe to G by GUESS Mobile Alerts. Receive up to 5 text messages per month. Standard text messaging rates apply. Not available on all handsets/carriers. Must be 13 years or older to subscribe. To unsubscribe at any time, text GSTOP to 82746. For more information on G by GUESS Mobile Alerts, please visit www.GbyGUESS.com.

GUESS may terminate or modify the Program and/or these terms and conditions from time to time without notice without any further obligations to Members. Updates shall be effective on the date they are posted on the website below. Continued use of Member's membership card after such date constitutes acceptance of such changes. The most recent terms and conditions of the Program can be found at www.GbyGUESS.com.

GUESS may also terminate the Program at any time through written notice sent to Member via e-mail (Members without valid e-mails will be notified the next time their card is presented at a Participating Location). Upon termination of the Program, Member shall forfeit all unredeemed Points earned as of the termination date but any Awards issued shall remain in full force through their individual expiration dates. Member may choose to opt out of the Program at any time by providing notice by mail or e-mail; however, all Awards and Points shall be forfeited at such time. Cancellation may take from 6 to 8 weeks to finalize. GUESS reserves the right to terminate your Membership at any time in its sole discretion.

All correspondence for the PULSE Loyalty Card should be addressed to:

PULSE Loyalty Card Program
Attn: Customer Service
1444 S. Alameda Street
Los Angeles, CA 90021

This Agreement shall be governed by and construed under the laws of California, without reference to conflict of law provisions. GUESS and Member agree that any dispute, claim or controversy arising from or relating to this Agreement or Member's Membership shall be resolved by binding arbitration conducted in the County of Los Angeles, State of California. GUESS and Member acknowledge and agree that by accepting Member's Membership in the Program, each has chosen arbitration rather than litigation to resolve any such dispute, claim or controversy and each submit to the jurisdiction of the County of Los Angeles, California for the resolution of all disputes, claims or controversies arising under this Agreement. GUESS and Member understand that a judgment on any arbitral award may be entered in any court having jurisdiction. No arbitration under this Agreement shall be consolidated with any other arbitration.

GUESS AND ITS AFFILIATE ENTITIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS MAKE NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS OR SERVICES RELATED THERETO AND EXPRESSLY DISCLAIMS ANY SUCH WARRANTIES.

MEMBER HEREBY RELEASES GUESS AND ITS AFFILIATE ENTITIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL LIABILITY ARISING FROM OR RELATING TO THE PROGRAM, MEMBER'S MEMBERSHIP IN THE PROGRAM OR THIS AGREEMENT.