Earn rewards every time you make a purchase online at modcloth.com.

You may sign up for Club ModCloth at modcloth.com/clubmodcloth. You must register an online account at www.modcloth.com/clubmodcloth in order to earn points for purchases made on modcloth.com. By enrolling in the Club ModCloth Rewards Program, you agree to be bound by the full Club ModCloth Terms and Conditions stated herein.

www.modcloth.com/clubmodcloth

MEMBERSHIP/ENROLLMENT

There are no fees or charges to become a Club ModCloth member of the Club ModCloth Rewards Program. To enroll in the program, sign up online at www.modcloth/clubmodcloth.

If you sign up for Club ModCloth online, you are rewarded 50 welcome points that will appear in your account within approximately 72 hours, as part of the sign-up process. Online sign-ups can start earning points on modcloth immediately. You will also be able to receive email notifications when you have earned rewards if you opt in to receive email. Only one account per person is permitted and different accounts cannot be combined, however, modcloth may use its discretion to combine accounts in circumstances wherein a person has opened more than one account. In the event you do not earn points for an eighteen-month period, modcloth reserves the right to cancel your membership and zero out the points earned. You may re-enroll in the program, however, previously earned points will not be credited and you will start with a balance of zero points. Only individuals, excluding resellers, are eligible for membership (i.e., corporations or other entities are ineligible). Employees of modcloth are ineligible for membership. Abuse of the program is not permitted and may result in the termination of your membership.

POINTS

Points begin to accrue as soon as you start purchasing with your Club ModCloth account. No points will be earned for any purchases made prior to enrolling in the program. At Member, Insider and Elite levels, 1 reward point is issued for every net dollar spent on merchandise on modcloth, regardless of method of payment. At Icon level, 1.5 reward points are issued for every net dollar spent on merchandise on modcloth, regardless of method of payment. All dollar amounts are rounded to the nearest dollar. You will be eligible for different levels of membership and rewards (Member, Insider, Elite or Icon) depending on the amount of points you accumulate over time. Points do not reset at the start of each calendar year.

At all Club ModCloth levels, for every 250 points earned modcloth will automatically update your Club ModCloth account with a $10 reward. Points are earned on net dollars (i.e., no reward points are earned on any fees, discounted dollar amounts, applicable taxes, shipping and handling charges, returns, credits, purchases of gift cards or value of reward amount used). Reward points are not transferable. No value or other consideration is given by you in exchange for any Club ModCloth reward.

Club ModCloth will reward you with additional points and benefits for leveling up in membership status. The level up benefits are summarized on the membership login page, www.modcloth/account/login. You can also earn points for completing various actions like leaving product reviews.

Upon leaving a product review you will earn 25 points after submission, points should appear in your account within 24 hours. In order to leave a review you must be a verified buyer and receive a 'leave a review' email which takes up to 21 days to receive after purchase, there is no limit to the number of reviews submitted. Points are received independently of whether the modcloth team publishes the review.

Additional benefits and point summary can be found logging into your Club ModCloth account. Points and benefits listed on your dashboard may not be earned prior to July 16th, 2021.

USE OF REWARDS

Rewards are valid and redeemable on www.modcloth. The value of the reward will be applied against the pre-tax purchase amount (i.e., excluding taxes, fees, shipping and handling charges). The Club ModCloth member will be responsible for paying all taxes, fees and shipping and handling charges. Rewards may not be used to purchase gift cards or applied towards any shipping or handling charges, taxes, or other fees. Rewards are not redeemable for cash or cash equivalent and may not be applied towards previous purchases. Reward points are not transferable. Once a reward has been redeemed, it will not be refundable or reissued and no credit for a reward will be issued for any reason. Rewards must be used within 60 days after they have been issued, unless prohibited by law. Rewards live in your Club ModCloth account. For further assistance, please reach out to our customer support team: 1-877-modcloth-777.

REDEEMING POINTS

Club ModCloth points are redeemed in 250 point or $10 increments up to 1,000 points or $40.

Please note: If the final cart value before taxes and shipping/handling fees is below $19.99, Club ModCloth points cannot be redeemed.­

CHECKING YOUR POINTS

You can check your points earned by logging into your account using a valid email address. modcloth will attempt to credit accounts with points on a timely basis. Points may take approximately 72 hours to be added to your account after item has been shipped. Any claim for points not credited accurately must be reported to the customer service team within 40 days from the date of claimed accrual of such points. modcloth shall have no liability for any failure, delay or error in crediting points to your account.

RETURNS AND EXCHANGES WITH CLUBBEBE

Returns and exchanges will be processed in accordance with modcloth's return and exchange policy: www.modcloth/pages/returns. Club ModCloth Members will receive a refund for the total amount of the returned item less any reward amount(s) redeemed (applied proportionately to the total purchase amount based on the number of items purchased); a reward will not be reissued if a purchase made using a reward is returned. modcloth is not responsible for lost or stolen rewards. Club ModCloth reward point balance will be debited to reflect any returns or credits.

MISCELLANEOUS

modcloth's interpretation or application of the Terms and Conditions of the Club ModCloth Rewards Program shall be binding on Club ModCloth members and former Club ModCloth members if your account is canceled by modcloth or you. By enrolling in the Club ModCloth Rewards Program, you agree to be bound by the full Terms and Conditions stated herein. You also agree to review these Terms and Conditions periodically and shall be bound by any modifications. If you do not accept these Terms and Conditions, or any subsequent modifications, your sole and exclusive remedy is to terminate your membership in the program. The Club ModCloth Rewards Program is void where prohibited by law. Membership in and benefits to the Club ModCloth Rewards Program are offered at the sole discretion of modcloth. modcloth reserves the right, at its sole discretion, to limit, suspend, cancel, discontinue, terminate, change, amend or modify the Club ModCloth Rewards Program and its Terms and Conditions, in whole or in part, at any time and without notice to Club ModCloth members (including, but not limited to, our right to expire points if the membership Terms and Conditions as stated herein are not met, adjust the amount of points earned for each net dollar in purchases made, or modify reward levels or reward benefits). modcloth reserves the right to modify, terminate or suspend membership or accumulated points or rewards due to error, fraud, misuse and/or manipulation using technology or otherwise. You must provide and maintain the accuracy, currency, and completeness of your personal information to maintain your eligibility or modcloth reserves the right to suspend, terminate or refuse your current or future membership in the program. Any unspecified expenses related to the enrollment/use of the Club ModCloth Rewards Program are solely the Club ModCloth member's responsibility. You may cancel your membership in the Club ModCloth Rewards Program by calling: 1-877-modcloth-777. These Terms and Conditions make up the entire agreement between us regarding the Club ModCloth Rewards Program and supersede any prior agreements (whether oral or written). If a court holds any of these Terms and Conditions unenforceable, the remainder of the Terms and Conditions shall nevertheless remain enforceable. The failure by modcloth to act on any breach of the Terms and Conditions by you shall not constitute a waiver of modcloth's right to act with respect to any future breaches. The Terms and Conditions of this Agreement shall be governed by and construed in accordance with the laws of the State of California and any legal action shall be filed in the courts located in San Mateo County, California.

LIMITATION OF LIABILITY/DISCLAIMER OF WARRANTY

Limitation of Liability: In no event shall modcloth be liable for any loss, claim, damage, or any incidental, consequential, indirect, special, exemplary or punitive damages of any kind (including without limitation lost profits) arising out of or related to the enrollment, membership or use of or changes to the Club ModCloth rewards program (whether based in contract, tort, negligence, strict liability or other form of action) or its termination, and irrespective of whether modcloth has been advised of the possibility of any such loss or damage.

Disclaimer of Warranty: Members expressly agree that participation in the Club ModCloth rewards program is at his or her sole risk. The program is provided without warranties of any kind, whether expressed, implied or statutory, including but not limited to all warranties of merchantability or fitness for a particular purpose. modcloth further disclaims any warranty that the rewards program will be error free.

DISPUTE RESOLUTION BY BINDING ARBITRATION; JURY TRIAL WAIVER; CLASS ACTION WAIVER

For any and all controversies, disputes, demands, claims, or causes of action between you and us (including the interpretation and scope of this Section and the arbitrability of the controversy, dispute, demand, claim, or cause of action) relating to the Club ModCloth Terms & Conditions (as well as any related or prior agreement that you may have had with us), you and we agree to resolve any such controversy, dispute, demand, claim, or cause of action exclusively through binding and confidential arbitration. The arbitration will take place in the federal judicial district of your residence. As used in this Section, "we" and "us" mean modcloth and its subsidiaries, affiliates, predecessors, successors, and assigns and all of its and their respective employees, officers, directors, agents, and representatives. In addition, "we" and "us" include any third party providing any product, service, or benefit in connection with your patronage of modcloth and/or your Club ModCloth membership or these Club ModCloth Terms & Conditions (as well as any related or prior agreement that you may have had with us) if such third party is named as a co-party with us in any controversy, dispute, demand, claim, or cause of action subject to this provision.

Arbitration will be subject to the Federal Arbitration Act (Title 9, U.S. Code), and not any state arbitration law, notwithstanding any choice of law provision in the Club ModCloth Terms & Conditions. The arbitration will be conducted before one arbitrator from the American Arbitration Association ("AAA") that is a licensed attorney with expertise in the substantive law applicable to the subject matter of the dispute. The arbitration will be governed by the AAA's rules and procedures then in effect and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively, the "Rules and Procedures"). You should review this provision carefully. To the extent permitted by applicable law, you are GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that you file in small claims court in the state or municipality of your residence within the jurisdictional limits of the small claims court and as long as such matter is only pending in that court. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief in federal court if it has jurisdiction or, if it does not, in a state court located in the federal judicial district of your residence in order to maintain the status quo pending arbitration, and each party hereby agrees to submit to the exclusive personal jurisdiction of the courts located within the federal judicial district of your residence for such purpose. A request for interim measures will not be deemed a waiver of the obligation to arbitrate.

Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures may be SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrators' decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.

You and we must abide by the following rules: (A) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (B) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (c) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (d) we also reserve the right, in our sole and exclusive discretion, to assume responsibility for any or all of the costs of the arbitration; (e) the arbitrator will honor claims of privilege and privacy recognized at law; (f) the arbitration will be confidential, and neither you nor we may disclose the existence, content, or results of any arbitration, except as may be required by applicable law or for purposes of enforcement of the arbitration award; (g) subject to the limitation of liability/disclaimer of warranty provision of the Club ModCloth Terms & Conditions, the arbitrator may award any individual relief or individual remedies that are expressly permitted by applicable law; and (h) each party will pay its own attorneys' fees and expenses, unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses and the arbitrator awards such attorneys' fees and expenses to the prevailing party, and, in such instance, the fees and costs awarded will be determined by the applicable law.

This provision will survive termination of the Club ModCloth Terms & Conditions. With the exception of subpart prohibiting arbitration on a class or collective basis, if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting part was not contained herein. If for any reason a claim proceeds in court rather than in arbitration, the dispute will be exclusively brought in federal court if it has jurisdiction or, if it does not, in a state court located in the federal judicial district of your residence.

If you wish to opt out of this arbitration provision, you must notify us of your election in writing within 30 days of the (1) effective date of the Club ModCloth Terms & Conditions or (2) the effective date of the Club ModCloth Terms & Conditions after a material change is made to them, by sending a written notice to us by certified mail at the following address: Nogin, Attn: modcloth Arbitration Opt-Out, 1775 Flight Way, Suite 400, Tustin, CA, 92782. Your opt-out notice must include your name, address, phone number, and email address. For more information on the AAA, the Rules and Procedures, or the process for filing an arbitration claim, you may call the AAA at 1-800-778-7879 or visit the AAA website at http://www.adr.org.

PRIVACY

modcloth respects the privacy of its Club ModCloth members. modcloth will not disclose personally identifying information (i.e., name, address, telephone number, email, birth date) to non-affiliated companies or entities, unless as stated in modcloth's privacy policy, http://www.modcloth/pages/privacy, or required by law. By participating in the Club ModCloth program, you agree that modcloth may disclose your information to third parties to administer and facilitate the Club ModCloth program and points /rewards/benefits or to improve the customer experience and provide information modcloth may think would be of interest to you. One way Club ModCloth members may exclude themselves from promotional emails from modcloth is by signing into their Club ModCloth account and updating their settings in the preference center. By using the Club ModCloth program, members consent to the use of the Club ModCloth member's personal information for administering the loyalty program, for marketing and promotional purposes unless the member has opted out, and for internal market research by modcloth and its affiliates, and consents to the receipt of information provided by modcloth. We do record information regarding the purchases made with your Club ModCloth account to help us conduct market research and analysis, and we provide you with special offers and other information unless you have opted out of receiving such offers. You agree to maintain the confidentiality of your account information and password and you shall be responsible for all activities that occur under your account or password and authorize modcloth to act on all instructions received under your account password.

These full Terms and Conditions can be found on www.modcloth/clubmodcloth or by sending a request to:

Nogin, Attn: modcloth Client Services, 1775 Flight Way, Suite 400, Tustin, CA 92782.

If Club ModCloth changes its Terms and Conditions, it may send an email notice of the change to the Club ModCloth member and Club ModCloth may post any updates or notices of change on its website. modcloth reserves the right to make changes to these Terms and Conditions and make changes to and/or terminate the Club ModCloth program, rewards, points and benefits at any time with or without notice. In the event of termination, the rewards and benefits will expire on the effective date of the termination.

Club ModCloth rewards program Terms and Conditions effective date: July 2021.