1. PARTIES

This Image Usage License Agreement ("Agreement") is entered into as of the date signed below, by and between:

Licensor:

Tide and Two Company LLC, a limited liability company ("Tide and Two" or "Licensor")

Licensee:

The individual or entity identified in the purchase of Tide & Two media items

2. GRANT OF LICENSE

Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to:

• Display and publish the images provided by Licensor (the "Images") on Licensee's official website and associated digital platforms;

• Use the Images solely for the purpose of promoting, displaying, or describing Licensee's products, services, or brand in a truthful and professional manner;

• Reproduce the Images in digital format for the specific uses described herein.

This license does not include any right to use the Images for print advertising, merchandise, resale, or any purpose not expressly stated in this Agreement without prior written consent from Licensor.

3. LICENSOR'S RETAINED RIGHTS

Licensor expressly retains all rights not specifically granted herein, including but not limited to:

• The right to publish, share, and display the Images on Licensor's own platforms, including social media, websites, and marketing materials;

• The right to publish honest reviews, opinions, and commentary regarding Licensee's products or services in connection with the Images;

• The right to identify and describe the Images and their context in any editorial or promotional capacity;

• All intellectual property rights in and to the Images, including copyright.

Licensor's reviews and opinions may be published publicly and are not subject to Licensee's approval, provided they are truthful and not malicious.

4. PROHIBITED USES & RESTRICTIONS

Licensee agrees that it shall NOT, under any circumstances:

4.1 Image Alterations

• Alter, distort, morph, or otherwise manipulate the Images in any way that materially changes the physical likeness, body proportions, facial structure, or identity of any person depicted without prior written consent from Licensor;

• Apply any digital modifications that alter, reshape, or misrepresent the body proportions, facial features, skin tone beyond standard color correction, or overall physical appearance of any person depicted. For the avoidance of doubt, the following aesthetic edits ARE permitted: color grading, photo filters for stylistic consistency, standard blemish or skin smoothing corrections, brightness and contrast adjustments, and cropping that does not misrepresent the subject. What is NOT permitted includes but is not limited to: body reshaping, face slimming, feature enlargement or reduction, and any manipulation that creates a materially false representation of a person’s appearance;

• Use artificial intelligence (AI), machine learning, or any automated technology to replicate, synthesize, clone, or generate the likeness, voice, or identity of any person depicted in the Images; create deepfakes, AI-generated composites, or any content in which a depicted person appears to say, do, or endorse something they did not; or use the Images as training data for any AI model or generative system;

• Remove, alter, or obscure any watermarks, credits, or identifying information associated with the Images.

4.2 Defamatory & Harmful Use

• Use the Images in connection with statements about Licensor that are false, fabricated, or made with malicious intent to damage Licensor’s reputation. For the avoidance of doubt, Licensee retains the right to share honest, good-faith opinions and reviews about their genuine experience with Tide and Two Company LLC, provided such statements are truthful and based on actual experience. What is NOT permitted includes: making false factual claims, inventing or exaggerating negative experiences, or publishing content about Licensor that the Licensee knows to be untrue or misleading;

• Publish, share, or associate the Images with content that demeans, degrades, insults, or makes derogatory comments about the appearance, character, or reputation of any person depicted, including but not limited to comments regarding physical appearance;

• Add, overlay, or embed any text, captions, graphics, or other content directly onto or alongside the Images that is rude, offensive, unprofessional, mocking, or that could reasonably be interpreted as disrespectful toward Licensor or any person depicted. This includes but is not limited to: derogatory labels, insulting commentary, sarcastic or belittling captions, and any text that frames the Images in a negative or demeaning context;

• Use the Images in connection with any content that is obscene, sexually explicit, violent, hateful, or otherwise objectionable;

• Associate the Images with any illegal activity, controversial subject matter, or content that would reasonably be considered harmful to Licensor's reputation.

4.3 General Restrictions

• Transfer, sublicense, sell, or assign the rights granted under this Agreement to any third party;

• Use the Images in any way that violates applicable laws, regulations, or third-party rights;

• Claim ownership or authorship of the Images.

5. INTELLECTUAL PROPERTY

All Images remain the exclusive intellectual property of Tide and Two Company LLC. This Agreement does not convey any ownership interest in the Images to Licensee. Licensee acknowledges that all goodwill associated with the Images inures solely to the benefit of Licensor.

6. REPUTATION & IMAGE RIGHTS

Licensee acknowledges and agrees that:

• The Images depict real individuals whose reputation, dignity, and likeness must be respected at all times;

• Any use of the Images that a reasonable person would find demeaning, offensive, or harmful to the depicted individual's reputation is strictly prohibited;

• Licensee shall not publish or permit the publication of any comments, captions, or associated content that disparages the personal appearance or character of any person depicted in the Images;

• Violation of this section shall constitute a material breach of this Agreement and shall entitle Licensor to immediate injunctive relief in addition to any other remedies available at law or in equity.

7. TERM & TERMINATION

7.1  This Agreement shall remain in effect from the date of signing unless terminated earlier.

7.2  Licensor may terminate this Agreement immediately upon written notice if Licensee breaches any provision of this Agreement, including but not limited to the prohibited uses in Section 4.

7.3  Upon termination, Licensee shall immediately cease all use of the Images and remove them from all platforms and materials within seven (7) days of receiving written notice.

7.4  Licensor retains all rights to the Images and may pursue damages for any breach that occurred prior to termination.

8. DISCLAIMER & LIMITATION OF LIABILITY

THE IMAGES ARE PROVIDED "AS IS." LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE IMAGES. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.

9. INDEMNIFICATION

Licensee agrees to indemnify, defend, and hold harmless Tide and Two Company LLC and its members, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to Licensee's use of the Images or any breach of this Agreement.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of law provisions. Any disputes arising under this Agreement shall be resolved in the courts of Mecklenburg County, North Carolina.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior negotiations, representations, or agreements, whether oral or written. Any modification to this Agreement must be in writing and signed by both parties.