User Generated Content

READ THESE TERMS AND CONDITIONS (“TERMS”) CAREFULLY.

THESE TERMS ARE A LEGAL CONTRACT BETWEEN YOU AND PRIMROSE SCHOOL FRANCHISING COMPANY (“PRIMROSE”, “WE”, “OUR” OR “US”). BY REPLYING TO OUR MESSAGE TO YOU REQUESTING THE RIGHT TO USE YOUR CONTENT (AS DEFINED BELOW), YOU ARE AGREEING TO ALL OF THESE TERMS WITH RESPECT TO THE CONTENT. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT REPLY TO OUR MESSAGE TO YOU. IN PARTICULAR, BUT WITHOUT LIMITATION, YOU CONFIRM THE FOLLOWING:

• YOU ARE GRANTING PRIMROSE AND ITS BUSINESS PARTNERS (AS DEFINED BELOW) THE RIGHT TO USE YOUR CONTENT (DEFINED BELOW) ON ITS SOCIAL MEDIA PLATFORMS, INDEFINITELY;

• YOU CREATED THE CONTENT OR HAVE PERMISSION FROM THE CREATOR OF THE CONTENT TO GRANT THE RIGHT TO USE THE CONTENT;

• YOU HAVE PERMISSION TO GRANT THIS RIGHT FROM ALL INDIVIDUALS APPEARING IN THE CONTENT;

• YOU ARE NOT AN EMPLOYEE, CONSULTANT, BRAND AMBASSADOR, OR OTHERWISE MATERIALLY RELATED TO PRIMROSE, AND PRIMROSE HAS NOT COMPENSATED YOU FOR YOUR CONTENT.

You have created or made available certain content, which may include, without limitation, a photograph, text, handle or account name, information, images, graphics, video or any combination thereof (collectively, "Content"). By replying to our message to you requesting the right to use your Content, you hereby grant to Primrose and its vendors, service providers, licensors, licensees, successors and assigns (collectively “Business Partners” and together with Primrose and any of their licensees, the “Licensees”) a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to (a) use, reproduce, modify, prepare derivative works, publish, transmit and distribute your Content, or any portion thereof, on any social media platform, for any purpose, at Primrose’s sole discretion, including without limitation, any purpose relating to the marketing, advertising and promotion of Primrose’s goods and services, and (b) authorize any such use by others of your Content, or any portion thereof, in the same manner. To the maximum extent permitted by law, you waive and agree not to assert any and all copyright rights, moral rights or rights of attribution and integrity in your

Content, if any, against the Licensees. Any Licensee, at its sole discretion, may modify or adapt your Content in order to transmit, display or distribute it and in various social media platforms and/or make changes to the Content as necessary to conform and adapt it to any requirements or limitations of any media. Primrose agrees to use any personally identifiable information contained in any of your Content in accordance with Primrose’s Privacy Policy.

You will retain all ownership of the Content (subject to the license granted herein). Any Licensee shall have the right, but not the obligation, to use your username, and, if provided in connection with the Content, real name, image, likeness, caption, location information or other identifying information, in connection with any permitted use of the Content.

By approving the use of the Content, you waive (i) any right to review, inspect or approve the use of the Content in any format or media, whether that use is known to you or not; and (ii) any right to royalties or other compensation arising from or related to the use of the Content.

You may not upload, post or otherwise generate or make available to us any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any Content that you provide.

You represent and warrant that: (i) you are at least 18 years old or the age of majority, whichever is older, in your state and/or country of residence; (ii) you have full right and authority to enter into this agreement; (iii) neither your Content, nor the use of the Content as permitted in these Terms, will infringe upon, misappropriate or violate any laws or the intellectual property, privacy, publicity, statutory, contractual, personal or other rights of any person or entity; (iv) neither you nor any person appearing in the Content is an employee, consultant, brand ambassador, or is otherwise materially related to Primrose; (v) Primrose has not compensated you for the Content; and (vi) you own or have obtained all necessary rights and permissions to grant the rights granted herein, including without limitation, all rights or permissions from the creators of the Content or any individual(s) appearing in the Content, and no payment of any kind is due to any third party for the use of the Content as set forth herein.

You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Content that you provide, and you agree to indemnify and hold the Licensees and their officers, directors, employees, agents and licensors harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) Primrose or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand relating to or arising out of the Content, your breach or alleged breach of these Terms, or your violation or misappropriation of any applicable law, regulation, or the copyrights, trademark rights or other rights of any third party.

These Terms and any related claim or dispute, whether in contract, tort or otherwise, shall be governed by the laws in effect in the State of Georgia, without giving effect to its conflicts of law principles. You hereby irrevocably consent and agree to the exclusive jurisdiction of the federal and state courts of the State of Georgia. In the event that any provision of these Terms shall for any reason be held to be invalid, illegal or unenforceable in any jurisdiction, such provision shall be revised solely to the extent necessary to render such provision valid, legal and enforceable, and without invalidating or affecting the remaining provisions hereof. Nothing contained herein shall deem or construe you and any Licensee to be partners, joint venturers, principal-agent or employer-employee, and no party shall have any authority to obligate or bind the other whatsoever. These Terms, together with our Terms & Conditions and our Privacy Policy, represent the entire agreement between you and Primrose with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements, understandings, inducements or conditions, express or implied, oral or written. No modifications, amendments or waivers will be effective unless in writing and signed by both you and Primrose.