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LOFT CREATOR CLUB TERMS & CONDITIONS

THESE LOFT CREATOR CLUB TERMS & CONDITIONS (“TERMS”), WHICH ARE A CONTRACT, SO READ THEM CAREFULLY BEFORE PARTICIPATING. WITHOUT LIMITATION, THIS CONTRACT INCLUDES TERMS THAT GOVERN YOUR PARTICIPATION IN THIS PROGRAM, INDEMNITIES TO THE RELEASED PARTIES (DEFINED BELOW) FROM YOU AND A LIMITATION OF YOUR RIGHTS AND REMEDIES, BINDING ARBITRATION OF CLAIMS, WAIVER OF CLASS ACTION CLAIMS, AND WAIVER OF THE RIGHT TO TRIAL BY JURY.

OVERVIEW

The LOFT Creator Club Program (“Program”) is offered by Premium Brands Opco LLC (“LOFT,” “us,” or “we”) and administered by or through LoudCrowd Inc. and Tremendous, LLC. The Program provides eligible LOFT fans (each a “Participant" or “you”) with the opportunity to earn commissions, special discounts, free LOFT products, and/or other benefits (collectively, “Incentives”) by creating a LOFT storefront through the Program and promoting LOFT’s new arrivals to their social media followers.

When you apply to enroll in the Program, you fully and unconditionally agree to and accept of these Terms and the decisions of LOFT. You acknowledge that the collection and use of your data will be governed by the LOFT Privacy Policy, including, if applicable to you as a California resident, our California Privacy Notice. Note that your Program account will be operated by LoudCrowd, and all payments to you will be made via Tremendous. By applying to participate in the LOFT Creator Club and, if accepted into the Program, setting up your storefront, you also agree to the LoudCrowd Terms and Privacy Policy, and the Tremendous Terms and Privacy Policy.

ELIGIBILITY

To be eligible to participate in the Program, you must be a legal resident of one of the fifty (50) United States or the District of Columbia (“Territory”) and at least eighteen (18) years old and the age of majority in your jurisdiction of residence, and have a minimum of 2,000 genuine followers on a single social media account (“Social Account”) at either Instagram or TikTok.

Potential Participants will be evaluated for admission to the Program based on the above criteria as well as the alignment of the content of their Social Account to the LOFT brand aesthetic and other criteria which will be determined in LOFT’s sole discretion, LOFT’s evaluation of any application is in its sole and final discretion.

Corporate entities are not eligible and have no right to claim any Incentive earned by their employees. Employees, officers, directors, agents, and representatives of LOFT, its advertising and promotion agencies, and any other entities participating in the design, promotion, marketing, administration, or fulfillment of this Program, as well as each of their respective parent companies, subsidiaries, and affiliated companies (collectively, the “Released Parties”). This Program is void in all U.S. territories (including Puerto Rico), possessions and overseas military installations, and where prohibited by law.

HOW TO APPLY FOR THE PROGRAM:

To apply for the Program, potential Participants must visit [insert URL where application form will be hosted] and fill out an application with all required information. If you are approved to join the Program, you will receive information on how to create your LOFT Creator Club account and the personalized LOFT product listing page at LOFT.com created by Participant after acceptance into the Program (“Storefront”).

By applying to participate in the Program, you agree to receive emails from LOFT including but not limited to Program-related communications, at the email address registered with the Program.

EARNING INCENTIVES; PROGRAM ACTIVITIES

Participants have the opportunity to earn Incentives through the Program, including commissions on qualifying purchases. Current Incentives and Program details are set forth on Exhibit B. In addition, LOFT may choose to offer bonus Incentives at any time in its sole discretion, and any bonus Incentives will be subject to the terms set forth at the time they are offered. Some bonus Incentives may not be open to all Participants. Activities that occurred prior to your enrollment in the Program do not qualify for this Program and will not earn you Incentives.

Commission Calculation. In order to be eligible for a commission, a third party must shop with LOFT.com through your Storefront and purchase Eligible Merchandise (as defined in Exhibit B) within fourteen (14) days of their visit to your Storefront without having visited another Participant’s Storefront in the interim. You are not eligible to earn commissions on your own purchases. The commission paid will be the rate(s) applicable on the Earning Date multiplied by the Net Sales. “Net Sales” means the amount actually received by LOFT from Eligible Merchandise after all discounts are applied, less returns, taxes or other applicable governmental fees, shipping, handling, delivery surcharges, processing charges. To the extent the Program offers differing commission rates for differing categories of Products, the commission will be calculated by applying the applicable rate to the relevant category of Eligible Merchandise.

If you or we have terminated or suspended your participation in the Program prior to the Earning Date, no commission will be earned, even if the purchase of otherwise commission-eligible merchandise occurred prior to the termination or suspension effective date.

Other Incentives. For any other Incentives, they will be earned as set forth in Exhibit B or in the terms applicable to any bonus Incentive.

Earning Date. Incentives are earned once they are confirmed by LOFT, or in the case of commissions, on the day following the close of the then-applicable return period (in each case, the “Earning Date”). For instance, if LOFT offers a 5 post/month bonus Incentive, and you compliantly post 5 times during April, LOFT will confirm in May that the goal was reached, and as set forth below, you will be paid on the first business day of June.

Payments. Payments are made on the first business day of each month for all Incentives earned in the prior month. All payments to Participants will be made via Tremendous. You will receive a link via email from Tremendous, through which link you will direct Tremendous as to how to disburse your payment. LOFT has no responsibility or liability for payments that Participant is unable to access at Tremendous or if Participant’s Tremendous payment retrieval link is accessed without your authorization and the sums directed in an unauthorized manner. Delivery of payment by LOFT to LoudCrowd or Tremendous fully satisfies LOFT’s payment obligations hereunder, and you fully and finally waive any ability to seek compensation directly from LOFT.

Tremendous may limit how long you have to retrieve your payment. Please consult Tremendous’ terms or contact Tremendous if you have questions regarding this topic.

PARTICIPANT RESPONSIBILITIES AND COMPLIANCE

Participant is required to create and maintain a Storefront and to promote LOFT Product and the Participant's Storefront on her Social Accounts, driving traffic to the Storefront from their Social Accounts. Participant will be solely responsible for all content that appears on Participant's Social Account, including without limitation the accuracy, timeliness, and appropriateness of the Materials.

Note that because prices and availability of Product may vary from time to time, Participants are prohibited from including any price information in their Materials.

Any and all Product used by Participant in connection with Materials (defined below) is at Participant’s sole cost and expense and will not be reimbursed by LOFT. Likewise, transportation to and from any location in connection with Materials creation is at Participant’s sole cost and expense. However, from time to time, LOFT may gift Product to Participant as determined in its sole discretion.

It shall be your sole responsibility to maintain the accuracy and confidentiality of your e-mail address, password and any other account identifiers related to your LOFT Creator Club account and Tremendous account, and for restricting access to your computer(s). You agree to accept sole responsibility for any and all activity that occurs under such accounts.

It is Participant’s sole responsibility to comply at all times with these Terms; the then-current LOFT’s Creator Club Style Guide, which may be provided to you by any reasonable means, including via the Creator Club landing page, and which may be updated in LOFT’s sole discretion; the Creator Club Guidelines attached to these Terms as Exhibit A; the FTC’s Endorsement and Testimonial Guidelines under FTC 16 C.F.R. Part 255 (the “FTC Endorsement Guidelines”) and the accompanying FAQs; and the community guidelines, terms of use and other applicable policies of the social media platform used by Participant for its Materials (collectively, “the Requirements”). To the extent that there is any conflict between any of the Requirements, the strictest requirement shall apply.

Among other obligations, each Participant must:

Without limiting the provisions of the Requirements, the Materials and any other Participant activity done in connection with the Program must:

The requirements set forth in (viii) through (xiii) immediately above also apply to all content posted to Participant’s Social Account(s), whether or not posted in connection with the LOFT Creator Club Program.

YOUR LICENSE OF MATERIALS TO US

Participant grants to LOFT, its parents, subsidiaries, affiliates, and any parties authorized by LOFT (the “LOFT Parties”) the non-exclusive, perpetual, worldwide, absolute, royalty-free, and irrevocable license to use, modify, display, perform, re-post, link to, and publish in whole or in part: (i) the Materials in any and all media now known or hereunder after invented, including, without limitation on LOFT’s websites, in posts on its social media platform pages, and in LOFT digital and print marketing; and (ii) Participant’s name, image, voice, likeness, Social Account handle(s), and any other indicia of persona (collectively, “Persona”) in connection with the Materials. You irrevocably waive all author’s or moral rights associated with the Materials. You shall also ensure that any other individuals involved in the creation of your Materials waive in writing any and all author’s or moral rights in the Materials. Nothing herein obligates LOFT to make use of Participant’s Persona or Materials, but if it does, you have no right to receive notice thereof or to review, approve, or receive additional compensation for such uses, no matter the nature or quantity of uses LOFT may make thereof. Notwithstanding the foregoing, from time to time, LOFT may provide you with notice and/or bonus Incentives if it uses your Materials, as determined in its sole discretion. LOFT will have no obligation to de-list or delete any posts featuring an Participant’s Materials or Persona in the event the Participant is no longer in the Program.

YOUR REPRESENTATIONS AND WARRANTIES TO LOFT

Participant represents and warrants that: (i) Participant is the sole creator of all content, including, without limitation, images, videos, copy, and photographs, created or taken by Participant and used in connection with Program participation (collectively, the “Materials”) or has the full right and authority to use the Materials in connection with the Program and to grant all licenses and sublicenses contained in these Terms, and will provide LOFT proof of such rights upon request; (ii) Participant has the full right and authority to agree to these Terms; (iii) participation in the Program will not violate any agreement, arrangement or commitment with any other party to which the Participant is otherwise bound; and (iv) the Materials will not infringe upon the intellectual property rights of any third party and will comply with any applicable laws and regulations, including without limitation the Requirements.

INDEMNIFICATION

To the maximum extent permitted by applicable law, Participants agree to defend, indemnify and hold the Released Parties harmless from any and all losses, damages, judgments, liabilities, claims, demands, costs, investigations, settlements and expenses, that directly or indirectly arise from or are otherwise directly or indirectly related to: (a) your participation in the Program, including use of any Products or Incentives, or your activities in connection therewith; (b) your breach or anticipatory breach of these Terms; (c) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (d) any misrepresentation made by you; or (e) the Released Parties’ use of your information, Persona, or Materials as permitted under these Terms. You will cooperate as fully required by the Released Parties in the defense of any claim. The Released Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not, in any event, settle any claim without the prior written consent of a duly authorized employee of the Released Parties. This Section will survive the termination of these Terms.

OWNERSHIP OF LOFT IP

As between Participant and LOFT, LOFT shall own all right, title and interest in the LOFT IP, including all copyright rights, trademark rights, patent rights, trade secrets, moral rights, right of publicity, authors' rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the laws of the United States or any other state, country or jurisdiction.

CONFIDENTIALITY

Participant acknowledges that she may, as a result of her participation in the Program receive non-public information relating to LOFT’s business, including without limitation, upcoming sales and Products, pricing of upcoming Products, financial information, and customers and their purchases. All such information is LOFT’s confidential information (“Confidential Information”). Participant agrees that she shall not utilize Confidential Information for any purpose other than her performance of her responsibilities under these Terms, except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party any obligation of confidentiality to the disclosure hereunder. Notwithstanding the foregoing, Participant is hereby authorized to deliver a copy of Confidential Information to her accountants or attorneys on a confidential basis. Participant may also disclose Confidential Information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction or (b) otherwise as required by applicable law, rule, regulation, or legal process, provided that Participant first provide notice to LOFT and that LOFT has a reasonable opportunity to contest such disclosure.

PROGRAM/TERMS MODIFICATION OR TERMINATION; SUSPENSION OR TERMINATION OF PARTICIPATION OR INCENTIVES

LOFT reserves the right to modify or terminate these Terms, the Program, or any element or feature thereof, at any time, for any reason. We will notify you of material changes to the Terms or the Program by email to the address then associated with your LOFT Creator Club account or by other means as may be permitted or required by applicable law. The updated Terms will be effective as of the time of posting, or upon such later date or by such other method as specified by LOFT. The updated Terms will apply to your participation in the Program beginning as of their effective date. In the event of Program termination, LOFT will not pay out with respect to Incentives that are not earned prior to the effective date of termination.

Participants who no longer meet the requirements of higher tiers of membership in the Program will be automatically demoted to the tier for which they qualify. In addition, LOFT may suspend, demote to a lower tier of the Program, or terminate any Participant who is deemed inactive for three (3) or more consecutive months. For purposes of this paragraph, “inactive” means that no qualified sales have occurred in that month. LOFT will provide a Participant with thirty (30) days’ notice of termination for inactivity, during which period Participant may cure the inactivity and avoid termination. If you believe that your will be unable to cure within thirty (30) days, but wish to remain a Participant in the Program, please email us as set forth in the “Contact Us” section below to request an extension. All extension requests should provide an explanation, and all extension determinations will be at LOFT’s sole and final discretion.

LOFT also reserves the right to suspend or terminate, at its sole and absolute discretion, your participation in the Program and/or withhold any Incentive otherwise payable to you, with or without notice to you or the opportunity to cure, if LOFT believes that you have violated or acted inconsistently with these Terms or applicable law or acted in a manner harmful to LOFT’s interests. Abuse or violations that may result in suspension or termination include, but are not limited to: (i) using fraudulent means to participate in the Program, including but not limited to using bots or artificial intelligence in the performance of Program-related activities or purchasing followers; (ii) failure to follow these Terms and any other terms and conditions applicable to Program participation; (iii) making a misrepresentation to LOFT in connection with your participation in the Program; and (iv) if Participant commits, or has committed, any act which, as determined by LOFT in its sole discretion, brings LOFT or Participant into public disrepute, contempt, scandal, or ridicule, or which insults or offends the general community, or which might tend to harm LOFT or any of its products or services including, without limitation, disparaging LOFT, its products or services, or competitors. In addition, LOFT reserves the right to take administrative or legal action against you, including seeking criminal prosecution, in its sole discretion.

You agree to abide by the final and binding decisions of LOFT regarding the Program and your participation in it. LOFT shall be the sole arbiter in cases of suspected abuse, fraud, or violation of these Terms and any decision it makes relating to termination, suspension, or disabling of the Program or a Participant’s participation, or to withhold Incentives as set forth herein, shall be final and binding.

Should a Participant object to any of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Program, Participant’s only recourse is to immediately discontinue participation in the Program.

DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, Participants expressly agree that participation in the Program is at the Participant’s sole risk. Participants further agree that the LOFT Parties shall not be liable to Participants or anyone else for any loss or injury or any indirect, incidental, consequential or special damages arising out of participation in the Program, including participation in any Program-related activity, creation of Materials, redemption or use of any Incentive, or arising out of any action taken in response to or as a result of any information available through the Program. Each Participant hereby waives any and all of the above claims against the LOFT Parties and their respective agents, representatives or licensors (the “Released Parties”) arising out of, or in connection with, his/her participation in the Program.

Further, you agree that no Released Party is responsible, and will have no liability to you, for: any error, omission, interruption, defect or delay in transmission, order processing, or communication, including, without limitation, Program communications; technical or mechanical malfunctions; errors in these Terms or in any Program-related materials; human-processing error; failures of electronic equipment, computer hardware or software; damage to your equipment, computer hardware or software, or inaccurate information, whether caused by equipment, programming, human error, or otherwise.

To the maximum extent permitted by applicable law, you agree that the Program and all benefits offered therein are provided on a strictly "as is," "as available," and "with all faults" basis. THE RELEASED PARTIES MAKE NO WARRANTY WITH REGARD TO ANY PRODUCTS, SERVICES OR BENEFITS OBTAINED BY PARTICIPANTS THROUGH THE PROGRAM. THE RELEASED PARTIES MAKE NO WARRANTY THAT THE PROGRAM WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE, NOR DOES ANY RELEASED PARTY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM PARTICIPATION IN THE PROGRAM. EACH PARTICIPANT HEREBY WAIVES ANY AND ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING OUT OF OR IN ANY WAY RELATING TO HIS/HER PARTICIPATION OR ENROLLMENT IN THE PROGRAM, VISITS TO STORES, FAILED, DELAYED OR MISDIRECTED DELIVERY OF ANY COMMUNICATIONS SENT THROUGH THE LOFT CREATOR CLUB ACCOUNT, USE OF THE WEBSITE, THE INFORMATION AVAILABLE THEREON OR IN ANY PROGRAM COMMUNICATION, AND THE MODIFICATION OF THESE TERMS. YOUR SOLE REMEDY FOR DISSATISFACTION WITH ANY PORTION OF THE PROGRAM IS TO CEASE YOUR PARTICIPATION IN THE PROGRAM, AND THE SOLE AND EXCLUSIVE MAXIMUM AGGREGATE LIABILITY OF LOFT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) WILL BE FIVE DOLLARS ($5.00). THE PRIOR LIMITATION ON DAMAGES IS NOT INTENDED TO LIMIT YOUR RIGHTS TO RECOVER ATTORNEYS’ FEES OR COSTS WHERE APPLICABLE OR TO LIMIT THE RELEASED PARTIES’ OBLIGATION (IF ANY) TO PAY PREVAILING PARTY COSTS OR FEES IF RECOVERABLE PURSUANT TO APPLICABLE LAW. THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE THE RELEASED PARTIES’ LIABILITY FOR PERSONAL INJURY OR TANGIBLE PROPERTY DAMAGE CAUSED BY THE RELEASED PARTIES’ GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL, MALICIOUS OR RECKLESS CONDUCT.

LOFT expressly disclaims any and all express and implied warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. No advice or information, whether oral or written, obtained by a Participant from or in connection with the Program or LOFT shall create any warranty not expressly made herein.

EACH PARTICIPANT UNDERSTANDS AND AGREES THAT ALL RIGHTS UNDER SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE, PROVINCE OR OTHER JURISDICTION IN THE TERRITORYARE HEREBY EXPRESSLY WAIVED BY HIM/HER. SECTION 1542 READS AS FOLLOWS:

“CERTAIN CLAIMS NOT AFFECTED BY A GENERAL RELEASE. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

NOTICES

Program notices will be transmitted, in LOFT’s sole discretion through the LOFT Creator Club accounts, e-mail, regular mail, or through other methods as may be deemed appropriate by LOFT or permitted under these Terms or applicable law.

Notices required from Participant to LOFT hereunder shall be delivered by nationally recognized commercial overnight courier with written verification or receipt; or mailed postage prepaid by certified or registered mail, return receipt requested, to Knitwell Group, ATTN: Intellectual Property Legal Department, 8323 Walton Parkway, New Albany, OH 43054 with a copy to Knitwell Group, ATTN: Legal Department, 933 MacArthur Blvd., Mahwah, NJ 07430.

GOVERNING LAW, CLASS-ACTION WAIVER, DISPUTE RESOLUTION AND ARBITRATION

Any legal dispute between you and LOFT concerning or arising out of these Terms, your participation in the Program, any products or services sold or distributed through our websites and services, or any other dispute of any nature, shall be resolved through binding individual arbitration (hereafter, “Arbitration Agreement”). However, either you or LOFT may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual claim.

How Arbitration Works. Disputes will be resolved solely by binding arbitration before a sole arbitrator under the streamlined Arbitration Rules Procedures of JAMS Inc. ("JAMS") or any successor to JAMS. In the event JAMS is unwilling or unable to set a hearing date within fourteen (14) days of the filing of a "Demand for Arbitration", then either party can elect to have the arbitration administered by another mutually agreeable arbitration administration service who will hear the case. Unless you and LOFT agree otherwise, any arbitration hearing shall take place in the county of your residence. If you live outside the United States, any arbitration will take place in New York, New York. We encourage you to call in advance of filing a claim for arbitration to see if the dispute can be settled prior to arbitration.

Waiver of Right to Bring Class Action and Representative Claims. All arbitrations shall proceed on an individual basis. The arbitrator is empowered to resolve the dispute with the same remedies available in court, however, any relief must be individualized to you and shall not affect any other customer. You and LOFT also agree that each may bring claims against the other in arbitration only in your or their respective individual capacities and in so doing you and LOFT hereby waive the right to a trial by jury, to assert or participate in a class action lawsuit or class action arbitration, to assert or participate in a private attorney general lawsuit or private attorney general arbitration, and to assert or participate in any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular cause of action, then that cause of action (and only that cause of action) must remain in court and be severed from any arbitration.

Arbitration Costs. LOFT will pay all filing, administrative, arbitrator and hearing costs and waives any rights it may have to recover an award of attorneys’ fees and expenses against you.

Batch Arbitration. You and LOFT agree that, in the event that there are fifty (50) or more individual requests for arbitration of a similar nature filed against LOFT within an approximately thirty-day period (or otherwise in close proximity), JAMS will administer all such similarly situated arbitration demands on a collective basis as a single, consolidated arbitration (subject to a single set of fees, proceeding schedule, and, if required, hearing) before a single arbitrator in accordance with the requirements outlined elsewhere in this section, provided that – in the event that the arbitrator deems it impracticable or inequitable to administer all such claims collectively in a single arbitration – (s)he may group demands for arbitration into groups of not fewer than twenty (20) matters, plus a remainder group as needed (or as otherwise deemed by the arbitrator to be practicable, equitable, and in best keeping with the spirit of this provision) and arbitrate each group of matters as a single, consolidated arbitration (either structure a “Batch Arbitration”). You and LOFT agree (1) to work with JAMS in good faith to facilitate the resolution of disputes on a Batch Arbitration basis and (2) that requests for arbitration are of a “similar nature” if they arise out of the same event, agreement, or factual scenario and raise the same or similar legal issues and seek the same or similar relief. Disagreements over the applicability of this Batch Arbitration process will be settled in a single, consolidated arbitration proceeding that includes all affected parties and is resolved by a single arbitrator subject to the requirements of this section. This Batch Arbitration provision shall in no way be interpreted as authorizing a class or collective arbitration or action of any kind, or any suit or arbitration involving joint or consolidated claims, under any circumstances other than those expressly set forth in this section.

Other Terms & Information. This Arbitration Agreement shall be governed by, and interpreted, construed, and enforced in accordance with, the Federal Arbitration Act and other applicable federal law. To the extent state law applies to any aspect of these Terms, or to any disputes and claims that are covered by the Arbitration Agreement, the law of the State of New York will govern. Except as set forth above, if any portion of this Arbitration Agreement is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Agreement.

INDEPENDENT CONTRACTOR

Participant is not an agent or employee of LOFT and shall remain in all respects an independent contractor. You will have no authority to make or accept any offers or representations on our behalf. Participant has no authority to act for or on behalf of LOFT or to bind LOFT in any legal contracts.

ENTIRE AGREEMENT

These Terms constitute the complete and exclusive understanding between LOFT and Participants relating to the subject matter of these Terms and supersede all prior or contemporaneous understandings, agreements and/or advertising relating to the subject matter of these Terms. Both parties acknowledge that they have not been induced to enter into these Terms by any representations or promises not specifically stated herein.

MISCELLANEOUS

In our sole discretion, we may assign these Terms in whole or in part, without notice to you. You may not assign these Terms without our prior written consent. If any provision(s) of these Terms is held to be unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. The failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by LOFT in writing. Any heading, caption or paragraph title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any paragraph or provision hereof. Nothing contained in these Terms will be construed as creating any agency, partnership, or other form of joint enterprise between you and LOFT. You agree that these Terms will not be construed against LOFT by virtue of LOFT having drafted these Terms.

CONTACT US Questions or correspondence regarding the Program should be directed to creatorclubsupport@loft.com.

EXHIBIT A

Influencer Guidelines

LOFT (“Brand”) requires that influencers, bloggers and any other individuals or entities Brand works with or who choose of their own volition to disseminate endorsements of Brand or its products or services ("you" or "lnfluencer(s)") agree to and follow the Influencer Guidelines set out below (collectively, "Influencer Guidelines").

These Influencer Guidelines apply where you publish a post, tweet, video, photo, or other message that promotes or references Brand or its products or services AND you have received payment or something else of value from Brand or have another material connection to Brand (e.g., you work for Brand or a Brand vendor). A “Material connection” is defined in the FTC Endorsement Guides as “a connection between the endorser and the seller of the advertised product that might materially affect the weight or credibility of the endorsement, and that connection is not reasonably expected by the audience.” Important examples of “material connections” include consideration (i.e., benefits or incentives such as monetary compensation, loaner products, free products or services, in-kind gifts, or special access privileges) provided by a marketer to an influencer.

Failure to follow these Influencer Guidelines may result in, among other things, legal liability for you and others, termination of your agreement or relationship with Brand, and forfeiture of any consideration provided or to be provided to you.

1. Disclose your Connection to Brand

2. Rules of the Road
  1. Make statements in relation to products or services of Brand that reflect only your honest opinion, findings, beliefs and experiences. Do not making statements that you know (or should know) are not true.
  2. Do not make deceptive or misleading claims about the products or services of Brand or the products or services of a competitor of Brand. Take care to avoid using text, graphics, programming, or any action that misleads, deceives, or confuses consumers.
  3. Do not misrepresent the source of anything in your posted content, including impersonation of another individual or entity.
  4. Do not offer for purchase, or solicit, products or services on behalf of Brand. (Linking to your Storefront per the LOFT Creator Club Terms & Conditions is ok.)
  5. Do not use content that contains advertising for you or third parties (e.g., money making schemes, discount cards, credit counseling, or online surveys).
  6. Do not use Artificial Intelligence or any post-production techniques (e.g., filters, Photoshop) if the use of the technique could impact a consumer’s understanding of how a product or service will work. For example, if you promote a cosmetic product by posting a filtered photo of yourself using the product, a consumer may think they can achieve the same look if they use the product. Since the photo was altered, however, this would likely not be the case.
  7. When endorsing any Brand product or service, you must be a bona fide user of that product or services at the time your endorsement is made.
  8. Use only original material created by you or used with written permission of the originator (and Brand may require a copy of the written permission before posting).
  9. Do not libel, slander or defame any individual or entity.
  10. Do not disseminate private facts about another or otherwise invade their privacy in any way.
  11. Do not reference or otherwise use celebrities in any way without prior permission from Brand.
  12. If any individuals are shown or referenced in your communications, you must get signed releases for them. This applies to all photographs and video whether taken by you or a third party.
  13. In addition, if you use video or photographs taken by a third party, you must get written permission to use the video or photography from the person who took the photograph or video as well as the person or persons shown in it.
  14. Do not use music unless it is properly licensed for synchronization to your visual elements and for commercial purposes.
  15. Do not make hateful comments or any communication that promotes racism, bigotry, hatred or physical harm against any individual or group.
  16. Do not communicate any sexually explicit material or any material that contains nudity or excessive violence.
  17. Do not communicate anything that contains alcohol without prior written permission from Brand. Do not communicate anything that references illegal drugs, tobacco, guns or other weapons or any unsafe activities.
  18. Follow the posting policy and terms of use of any site on which your communications or content is posted.
  19. Do not link to any content that violates any of the foregoing rules of the road.
  20. Avoid False Low Stock Messaging (e.g., creating pressure to buy immediately by saying inventory is low when it is not); and
  21. Avoid creating False High Demand (e.g., creating pressure to buy immediately by saying demand is high when it is not).
3. Product or Service Claims 4. Important General Considerations

EXHIBIT B

Program Details

Participation Tiers

The LOFT Creator Club has two participation tiers: silver and gold. Participants will qualify for gold tier status if they drive at least US$10,000 in Net Sales during the previous calendar year. In the event that a silver tier Participant meets the $10,000 threshold earlier than the end of the calendar year, LOFT may elevate that Participant to gold tier status as of the beginning of next month after the qualification is confirmed. If a Participant is granted gold tier status, but does not maintain the minimum requirements for that tier in the next calendar year, the Participant will be reverted to silver tier status for the following year.

Incentives

The following chart sets out the current Incentives available to silver and gold tier participants:

Incentive SILVER GOLD
Welcome Bonus1 $50 off a new arrivals purchase of $50.01+ $100 off a new arrivals purchase of $100.01+
Monthly Discount1 40% off new arrivals, usable once per month 50% off new arrivals, usable once per month
LOFT Creator Club Social Posts2 5-6/mo - $15
7+/mo - $20
5-6/mo - $15
7+/mo - $20
Meeting Monthly Challenge3 $15 $20
Commission4 8% on Eligible Merchandise 10% on Eligible Merchandise
  1. The Welcome Bonus and Monthly Discount are each subject to the terms set forth on the Incentive when it is issued.
  2. Posts count toward monthly total only to the extent they are fully compliant with the Terms and posted between 12:00:01a ET on the first day of the calendar month and before 11:59:59p PT on the last day of the calendar month.
  3. Monthly Challenges may be issued by LOFT to some or all of the Participants in LOFT’s sole discretion and may vary between Participants.
  4. “Eligible Merchandise” means in-stock merchandise items available for purchase at LOFT.com excluding gift cards, charity items, brand Cares Cards, gift boxes, gift wrapping, gifts-with-purchase, and layaway items.