User Generated Content Agreement

Terms and Conditions

Posts must meet all the post rules criteria to be eligible for rewards. Clocks and Colours pieces must be worn and/or displayed in the images being used for the program. Clocks and Colours has full content licensing rights of ambassador program content and may use reward member content for marketing purposes with no expiration date. TikTok rewards will be capped at five TikToks per creator. Only posts made after July 15, 2022 are eligible. New, unique and owned content must be used for each reward level. A minimum spend of $100 is required in order to be eligible for the $40 and $50 reward tiers. Clocks and Colours reserves the right to make any changes to the program at any time, repurpose program content for marketing purposes, and monitor program membership as you see fit. Participants are only eligible to receive one reward per tier. To progress to the next tier of the program, there is a time delay of 24 hrs. Multiple posts made in that 24-hour time period are not eligible for subsequent rewards. See below for full terms.

This User Generated Content Agreement (the "Agreement") contains the complete terms and conditions between [Clocks and Colours ("us", "we" or "Clocks and Colours") and you, regarding your participation in Clocks and Colours' User Generated Content Program (the "Program") as a Clocks and Colours content creator ("you" or "Participant").

Your enrollment in the Program constitutes your agreement to the following terms, as well as to Clocks and Colours':

• TERMS AND CONDITIONS
• PRIVACY POLICY

and LoudCrowd’s

• TERMS OF SERVICE

BY ENROLLING IN THE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

ELIGIBILITY TO PARTICIPATE IN THE PROGRAM

To participate in the Program and be eligible for Rewards, you must sign up on the creator community page and follow all terms and conditions set forth in this Agreement. You must be at least eighteen (18) years of age or older (or the age of majority, whichever is greater) in your state of legal residence. Employees of Clocks and Colours are not eligible to participate.

Enrolling in the Program allows you to earn Rewards from Clocks and Colours by sharing qualifying content that tags or mentions @clocksandcolours on Instagram and @clocksandcolours on TikTok.

DEFINITIONS

• "Participant" shall mean the individual participating in the Program by displaying Clocks and Colours' Products on the social media accounts owned or controlled by Participant, including but not limited to, Instagram and TikTok (individually and collectively, "Participant's Social Platform(s)"), and tagging Clocks and Colours in exchange for receiving Rewards from Clocks and Colours.
• "Rewards" shall mean the amount Participant will receive from Clocks and Colours for displaying and sharing qualifying Post(s), pursuant to the terms of this Agreement.
• "Post" shall mean a post, story, video (reel or TikTok), as applicable, made by Participant on Participant's Social Platform(s), showcasing the Product and subject to the terms of this Agreement.
• "Product" shall mean product available for purchase from the Clocks and Colours Site. Participant is solely responsible for acquiring (by purchase, borrow or otherwise) any such Product; however, from time to time, Clocks and Colours may gift Product to Participant as determined in its sole discretion.

POSTS

The Post:

• (I) must depict only Participant and no other person, unless such other person is at least eighteen (18) years of age or older (or the age of majority, whichever is greater) and has obtained the consent of such person to be depicted in the Post (the "Permitted Third Party");
• (II) must tag and mention in captions @clocksandcolours, (for example, in an Instagram Post, it must appear within the first three (3) lines of the post or tagged in a story);
• (III) must not defame, misrepresent or disparage Clocks and Colours, its business, products or brands, or any third party brands, products or services competitive to Clocks and Colours and/or its business, products or brands;
• (IV) must reflect Participant's actual, honest opinions, findings, beliefs, or experiences with Clocks and Colours and its business and products and will not contain any statements or representations about Company or its business and products which are not true or that are misleading or deceptive;
• (V) shall be Participant's own original work, created solely by Participant, and will not infringe the copyright, trademark, privacy, publicity, or other personal or proprietary rights of any person or entity; and
• (VI) shall not contain or reference content which is lewd, obscene, sexually explicit, pornographic, disparaging, defamatory, libelous, or otherwise illegal, offensive or inappropriate in any way.
• (VII) Participant represents, warrants and agrees that it shall abide by all of the foregoing, as well as all applicable laws, rules and regulations, including the Federal Trade Commission's Endorsement Guides ("FTC Guides"), which require that material connections between advertisers and endorsers be disclosed, as well as the Community Guidelines, Terms of Use and other applicable policies of the social media platform used by Participant for its Post(s). We reserve the right to withhold Rewards and/or terminate your participation in the Program if we determine, in our sole discretion, that you are not in compliance with any of the foregoing, including but not limited to, your noncompliance with the FTC Guides and failure to clearly disclose material connections as set forth above. Participant further represents and warrants that he/she has obtained any and all necessary consents of any Permitted Third Party.

REWARDS DETERMINATION

(a) Once you earn Rewards, you will be emailed those Rewards to the email address you registered with the Program. Rewards can be claimed at checkout and will ship with your next order (no minimum purchase required). The criteria to qualify for Rewards may change from time to time, and Rewards may be offered on a limited basis.

(b) We reserve the right to suspend the distribution of Rewards at any time and indefinitely, if we suspect any improper activity or a potential breach of any of the terms of this Agreement by the Participant.

(c) We reserve the right to immediately cancel or withhold for later review any Rewards for any Post(s) that fail to comply with Sections (I - VII) under posting guidelines in this Agreement.

(d) We reserve the right, in our discretion, to change or modify the available Rewards at any time without notice.

POLICIES AND PRICING

We may change our terms, policies and procedures at any time consistent with applicable laws. Since prices and availability may vary from time to time, Participant may not display Clocks and Colours price information on Participant's Post beyond discount amounts for promotional sales. We will use commercially reasonable efforts to present current and accurate information but cannot guarantee the availability or price of any particular product.

OWNERSHIP

As between Participant and Clocks and Colours, Clocks and Colours shall own all right, title, and interest, including all Intellectual Property Rights, in and to the Clocks and Colours website and this Program. For the purposes of this Agreement, "Intellectual Property Rights" means 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 Canada or any other state, country, or jurisdiction.

LICENSE TO USE OF POSTS AND PARTICIPANT'S IMAGE

We agree that you shall retain ownership rights to your Posts and you hereby grant us the perpetual, worldwide, royalty-free right and license to publish, copy, re-post, link to or otherwise use your Posts, your Social Platform handle, your name, and your image and likeness as depicted in a Post, in whole or in part, for any purposes in our discretion, in any and all medium (including both owned channels such as emails and social media as well as paid accounts such as advertisements), without limitation, additional compensation, notice, review or approval.

RESPONSIBILITY FOR PARTICIPANT'S SOCIAL PLATFORM

Participant will be solely responsible for all content that appears on Participant's Social Platform. Such responsibility includes, without limitation:

• (I) the accuracy, timeliness and appropriateness of content posted on or to Participant's Social Platform;
• (II) ensuring that posted materials do not violate or infringe upon the rights of any third party; and
• (III) ensuring that posted content is not against content guidelines or otherwise illegal.

COMMUNICATIONS

By enrolling in the Program, you agree to be subscribed to Clocks and Colours marketing emails, including but not limited to Program-related communications, at the email address registered with the Program. You may opt-out of receiving marketing emails from Clocks and Colours at any time by clicking the "unsubscribe" link in the email to manage your preferences.

TERM AND TERMINATION

(a) The term of this Agreement will begin as soon as Participant enrolls in the Program and will end when terminated by either party (the "Term"). Either party may terminate this Agreement at any time, with or without cause, by giving the other party notice by email.

(b) Clocks and Colours expressly reserves all rights to terminate the Program, in whole or in part, at any time for any or no reason, as determined in its sole discretion, by giving Participant no notice.

(c) Participant is only eligible to earn Rewards for Posts displayed during the Term. Any provisions that by their express terms do, or by their nature should, shall survive the termination of this Agreement.

MODIFICATION

We may modify this Agreement at any time in our sole discretion; provided that the change shall solely apply to events occurring after the date on