Utogi Limited — Advocate Terms & Conditions

Effective Date: insert date Version: 004

These Advocate Terms & Conditions (these Terms) form a binding agreement between you (the Advocate, you, your) and Utogi Ltd, NZBN 9429053309945 (Utogi , we, us, our).

These Terms govern your membership of the Advocate Network and your participation in Programs through the Platform. Two different payments are available to you, and they work differently. It is important that you understand the difference before you enrol in any Program:

• Referral Commission is paid to you by the Organisation whose Program you promote. You supply referral services to that Organisation and the Referral Commission is what the Organisation pays you for them. We collect it from the Organisation and route it to you using Stripe Connect, and we deduct our Platform Commission Fee from it.

Ambassador Commission is paid to you by Utogi, out of our own Influencer Fund, for genuine and measurable advocacy activity. Utogi decides, using the Allocation Algorithm, which Advocates in a Program are invited to post and the maximum each of them may earn. Being invited is not guaranteed, and clause 9 governs how it works.

By creating an Advocate Account, enrolling in a Program, generating a Tracking Link or Referral Code, or otherwise accessing or using the Platform, you agree to be bound by these Terms.

If you do not agree to these Terms, you must not use the Platform.

1. Definitions

In these Terms:

Advocate Account means your account on the Platform.

Advocate Network means the network of Advocates operated by Utogi through the Platform.

Advocate Portal means the dashboard and tools made available to you, including any CRM, contact management, lead tracking, workflow, communication and reporting functionality.

Allocation means the portion of a Program Allocation Pool that Utogi allocates to you in an Allocation Run, being the maximum Ambassador Commission you may earn under the associated Posting Offer.

Allocation Algorithm means Utogi’s proprietary algorithm used to apply the Eligibility Gates, to score and rank eligible Advocates, to select which Advocates receive a Posting Offer, and to determine each Allocation, as determined and modified by Utogi from time to time.

Allocation Run means an occasion on which Utogi runs the Allocation Algorithm for a Program.

Ambassador Activity means activity performed by you in connection with a Program that contributes to the promotion, growth or success of that Program, including mentoring, training, coaching, content creation, social media posting, tagging, commenting, audience engagement, network growth, educating other Advocates, and any other activity specified in the Ambassador Eligibility for that Program and measured by Utogi .

Ambassador Algorithm means Utogi 's proprietary algorithm used to measure Ambassador Activity and calculate the distribution of Ambassador Commission, as determined and modified by Utogi from time to time.

Ambassador Commission means a payment made by Utogi to you out of the Influencer Fund in respect of your Ambassador Activity, as described in clause 9. Also referred to as an Influencer Fund Payment.

Ambassador Eligibility means the Program-specific requirements you must satisfy, and continue to satisfy, in order to earn Ambassador Commission in that Program, set within the Ambassador Guardrails.

Ambassador Guardrails means the minimum standards applicable to all Ambassador Eligibility design, set out in clause 9.5.

Ambassador Hold Period means the period, beginning on publication of a Qualifying Post, throughout which that post must remain published and compliant before Ambassador Commission in respect of it becomes payable. The Ambassador Hold Period is set by Utogi, is 30 days unless the Posting Offer states otherwise, and is distinct from the Hold Period.

Attributable Sale means a Customer transaction recorded on the Platform as attributed to you in accordance with the applicable Program Terms, the Network default rules and these Terms.

Attribution Mode means the attribution model a Program uses, including coupon priority, last click, first click, or any other mode specified in the applicable Program Terms.

Attribution Window means the period after a Qualifying Click or eligible code use during which a transaction may be attributed to you. The default Attribution Window is 30 days unless the Program Terms specify otherwise.

Base Amount means the portion of your Allocation that is secured when you publish a Qualifying Post, being the Base Rate for the Content Type of that post.

Base Rate means the amount stated in a Posting Offer for each Content Type.

Connected Account means the Stripe account you hold, connected to Utogi 's Stripe Connect platform, into which Referral Commission and Ambassador Commission are paid.

Connected Social Account means a social media account you hold on a third-party platform supported by the Platform and have connected to the Platform under clause 9.25.

Content Type means the classification of a Qualifying Post as a video post, an image post or a text post, determined by Utogi under clause 9.20.

CRM Data means any contact, lead, customer, note, activity, communication or workflow data you create, upload, collect, store, manage or use through the Platform.

Customer means a person or entity that purchases a product or service from an Organisation.

Eligibility Gates means the threshold criteria applied by a Program to determine which Advocates are eligible to be considered in an Allocation Run, set under clause 9.12.

Engagement Amount means the portion of your Allocation determined by your Engagement Score under clause 9.21.

Engagement Score means the score produced by the Ambassador Algorithm for a Qualifying Post over its Ambassador Hold Period.

Hold Period means the period after an Attributable Sale is recorded, before the Referral Commission for that sale is charged to the Organisation and routed to you. The Hold Period for each Program is set by the Organisation within limits set by Utogi , and is displayed in the Program Summary Box before you enrol.

Influencer Fund means the fund maintained by Utogi out of contributions included in the fees it charges Organisations and any other amounts Utogi allocates to it, from which Utogi may pay Ambassador Commission.

Ledger means Utogi 's accounting records on the Platform recording Attributable Sales, commissions, holds, adjustments, reversals, fees, deductions, payments and related entries.

Minimum Allocation Threshold means the minimum Allocation a Program will issue, below which no Posting Offer is made.

Organisation means a business that creates and operates a Program through the Platform.

Organisation Terms means Utogi 's terms of engagement with Organisations, as published by Utogi and amended from time to time.

Platform means the software, infrastructure, APIs, dashboards, services, integrations and systems operated by Utogi for the management of advocate-based marketing programs and related services.

Platform Commission Fee means the fee Utogi charges you for the Platform and marketplace services it supplies to you, calculated as a percentage of the Referral Commission and deducted from it at the point of payment, as described in clause 8.4.

Platform Data means data Utogi receives from or in respect of a Connected Social Account, including account, profile, audience, post and engagement data.

Connector Provider means a third party engaged by Utogi to provide the technical connection between the Platform and a social media platform, including account connection, publishing and the retrieval of statistics.

Posting Offer means a time-limited invitation issued by Utogi to you under clause 9.18 to publish a Qualifying Post in connection with a Program, stating your Allocation and the terms on which it may be earned.

Posting Rules means the content, brand-safety and disclosure rules applicable to a Qualifying Post for a Program, comprising the Prescribed Disclosure, any rules set by the Organisation under the Organisation Terms, and any rules set by Utogi.

Prescribed Disclosure means the advertising disclosure Utogi requires you to include in a Qualifying Post for a Program, including the use of any paid-partnership or branded-content labelling tool the relevant platform provides.

Program means a referral, advocate or affiliate marketing program created and operated by an Organisation through the Platform.

Program Allocation Pool means the amount Utogi has, at a point in time, allocated internally to the making of Posting Offers for a Program. Clause 9.11 applies to it.

Program Summary Box means the on-screen summary of the key Program Terms shown to you at enrolment and on any material change.

Program Terms means the terms, settings, commercial parameters and operating rules applicable to a specific Program, including the Referral Commission rate, the Platform Commission Fee, the Hold Period, Ambassador Eligibility, attribution rules, permitted and prohibited promotional channels and eligibility criteria, which you must accept in order to participate.

Qualifying Click means a click on a Tracking Link recorded by the Platform that results from a genuine user action and is not generated by prohibited conduct, including cookie stuffing, forced redirects, bots or other manipulation.

Qualifying Post means a post published from a Connected Social Account that satisfies the applicable Posting Offer, the Posting Rules and clause 9.20, and is verified by Utogi.

Referral Commission means the amount payable to you by an Organisation for an Attributable Sale, as consideration for your Referral Services, at the rate set out in the applicable Program Terms. Displayed in the Advocate Portal as Sales Commission.

Referral Code means a code assigned to you that can be used to attribute a transaction to you.

Referral Services means the referral, promotion, introduction, advocacy and customer acquisition services you supply to an Organisation in connection with a Program.

Stripe means Stripe, Inc. and its related payment processing, payout, event and Connect products.

Stripe Agreements means the Stripe Services Agreement, the Stripe Connected Account Agreement and any other Stripe terms applicable to you or to your Connected Account.

Tracking Link means a unique tracking URL generated by the Platform for you.

2. Acceptance, Network membership and Program participation

2.1 Acceptance

By creating an Advocate Account you accept these Terms. By enrolling in a Program you additionally accept that Program's Program Terms as displayed in the Program Summary Box.

2.2 Membership and participation are separate

Your membership of the Advocate Network is separate from your participation in any particular Program. Once you are a member, you may apply to participate in one or more Programs, subject to the applicable Program Terms and to approval under clause 2.4.

2.3 What you see before you enrol

Before you enrol in a Program, the Program Summary Box will display at least: the Referral Commission rate, the Platform Commission Fee, the resulting net amount, the Hold Period set by that Organisation, the Attribution Mode and Attribution Window, whether Ambassador Commission is available for that Program and its Ambassador Eligibility, and any permitted or prohibited promotional channels.

2.4 Approval

The Organisation may approve, refuse, suspend or remove your participation in its Program, or may delegate that function to Utogi . Utogi may also refuse, suspend or remove your participation in any Program or in the Advocate Network under clause 20.

2.5 No fee to join

You are not required to pay any amount to join the Advocate Network, to enrol in any Program, to qualify for or maintain eligibility for any commission, or to purchase any product or service. If anyone asks you to, tell us.

2.6 In trade

You participate in the Advocate Network and in any Program in trade and for the purposes of a business, and not as a consumer.

2.7 Versioning

The Platform may record your acceptance of these Terms and of any Program Terms, including the version and the date and time of acceptance, and those records may be used as evidence of acceptance.

2.8 Minimum age

You warrant that you are at least 18 years old, or the age of majority in your jurisdiction if that is higher. We may require evidence of your age at any time, and may suspend or close your Advocate Account where this warranty is or becomes untrue.

3. Your status and authority

3.1 Independent participant

You participate as an independent participant in your own capacity. Nothing in these Terms creates any partnership, employment, agency, joint venture or fiduciary relationship between you and Utogi , or between you and any Organisation.

3.2 Your business, your risk

You are responsible for your own business decisions, promotional methods, costs, expenses, equipment, tax obligations and compliance obligations.

3.3 No authority

You have no authority to act for, represent, make statements on behalf of, create obligations for, or bind Utogi or any Organisation, unless expressly authorised in writing.

3.4 You must not misrepresent

You must not represent or imply that:

• you are employed by, engaged by or formally authorised to act on behalf of Utogi or any Organisation;

• you have authority to negotiate, contract, make promises, give warranties, offer refunds or settle disputes on behalf of Utogi or any Organisation; or

• Utogi is the provider, seller, merchant of record or owner of any product or service promoted through the Platform.

3.5 Utogi 's role

You acknowledge that:

• Utogi operates and controls the Platform and the Advocate Network;

• Utogi is not the supplier of your Referral Services, and is not the payer of Referral Commission. It collects Referral Commission from the Organisation and routes it to you as the Organisation's agent, and as your agent for the purpose of receiving it;

• Utogi is the payer of Ambassador Commission;

• Organisations make Programs available through the Platform but do not own the Advocate Network, your Advocate Account or your participation in it;

• your participation in one Program does not prevent you from participating in others, except to the extent restricted by lawful Program Terms or Platform rules; and

• where you invite, refer or recruit another person to join the Advocate Network, that person joins as an independent Advocate of Utogi and not as your employee, agent, downline, asset or property.

3.6 Good faith

You must act in good faith in your dealings relating to the Platform, Utogi, any Organisation, any Program, any Customer and any other Advocate.

We will act in good faith in our dealings with you. We will apply the Allocation Algorithm and the Ambassador Algorithm consistently across Advocates participating in the same Program, and will not vary either of them for the purpose of advantaging or disadvantaging an individual Advocate.

4. Your Advocate Account

4.1 Accurate information

You must provide accurate, complete and current information and keep it up to date, including your legal name or entity name, contact details, tax details, residency information and payout details.

4.2 Security

You are responsible for the security of your credentials and for all activity carried out through your Advocate Account. You must notify us immediately of any suspected unauthorised access or misuse.

4.3 One account

You must not create or operate more than one Advocate Account without our prior written approval, and must not create an account for another person or use another person's account.

4.4 Account transfers

You may not sell, assign or transfer your Advocate Account or any entitlement under it without our prior written approval. Where we approve a transfer, we may impose conditions and charge a reasonable transfer fee, and we may apply controls or adjustments where necessary to protect the integrity of the Platform, the Advocate Network or any Program.

5. Tracking Links, Referral Codes and promotional tools

5.1 Issue and use

The Platform may issue you Tracking Links, Referral Codes, coupon codes and other attribution mechanisms for a Program. You must use them only for that Program, only in accordance with these Terms and the applicable Program Terms, and only through permitted promotional channels.

5.2 Integrity

You must not alter, obscure, cloak, reverse-engineer, share, resell or misuse any Tracking Link, Referral Code or coupon code, and must not distribute a code through a channel prohibited by the Program Terms, including coupon aggregation, deal or cashback sites where those are prohibited.

5.3 Withdrawal

We may withdraw, disable, replace or reissue any Tracking Link, Referral Code or coupon code at any time, including on termination of your participation in a Program.

6. Attribution

6.1 Network default rules

Unless the applicable Program Terms specify otherwise, the following defaults apply:

• Attribution Mode: coupon priority, then last click

• Attribution Window: 30 days

• Hold Period: 30 days

• Dispute window: 30 days from the relevant Ledger entry

6.2 How attribution works

A transaction is attributed to you where a Qualifying Click or eligible use of your Referral Code or coupon code occurred within the Attribution Window and the applicable Attribution Mode resolves the attribution in your favour. Where the Program uses coupon priority, a coupon code used at checkout takes priority over a click.

6.3 Tie-breakers

Where two or more Advocates would otherwise be attributed the same transaction, the Platform resolves it under the applicable Attribution Mode and, if still unresolved, in favour of the most recent Qualifying Click or code use recorded by the Platform.

6.4 Corrections

Utogi may correct attribution records, reassign attribution or adjust Ledger entries where reasonably necessary for fraud or suspected fraud, duplicate or invalid transactions, a documented customer service correction, a system, integration or data error, or a compliance or legal requirement. Corrections are recorded in the Platform audit log, and we will tell you if a correction affects a commission already shown to you as payable.

6.5 No guarantee of tracking

We do not guarantee that every transaction will be successfully tracked or attributed. Attribution depends on technical factors including Customer device and browser settings, cookie controls, ad blockers, third-party system behaviour, integration accuracy and Organisation configuration.

7. Referral Commission

7.1 What Referral Commission is

Referral Commission is the amount payable to you by the Organisation whose Program you promote, as consideration for the Referral Services you supply to that Organisation. The Organisation is the payer. Utogi is not the payer. Utogi will deduct fees from your Gross amount as part of the service provided by Utogi .

7.2 Your direct claim against the Organisation

You have a direct contractual right to be paid Referral Commission by the Organisation for each Attributable Sale, on the terms comprised in the applicable Program Terms, these Terms and the Organisation Terms. That right is enforceable by you against the Organisation. Utogi has no liability to you for Referral Commission and gives no guarantee that any Organisation will pay it.

7.3 Eligibility

You are eligible to be paid Referral Commission for an Attributable Sale if:

• you were approved to participate in the relevant Program at the time of the Qualifying Click or code use;

• the transaction is successfully attributed to you under clause 6;

• the transaction satisfies the applicable Program Terms;

• you are in good standing under these Terms and the applicable Program Terms;

• you have a Connected Account in good standing, as required by clause 8.2; and

• no reversal, dispute, fraud or compliance event has occurred that disqualifies the transaction

• you have not been removed from the Program by the Organisation or Utogi .

7.4 Calculation

Referral Commission is calculated automatically by the Platform from the applicable Program Terms, attribution data, payment event data and other relevant inputs. Calculation methods may include a percentage of transaction value, a fixed amount per transaction, tiered rates, milestone bonuses or any other structure specified in the Program Terms.

7.5 Lifecycle

Referral Commission passes through the following stages, which are shown in the Advocate Portal:

• Pending — the Attributable Sale has been recorded but the Hold Period has not expired. A Pending amount is an estimate only. It is not earned, not payable, and may be reduced or removed if the underlying transaction is reversed or found to be invalid.

• Payable — the Hold Period has expired and the amount is due. It is charged to the Organisation and routed to your Connected Account under clause 8.

• Paid — the amount has been credited to your Connected Account, net of the Platform Commission Fee.

• Reversed — the amount has been cancelled or clawed back under clause 11.

7.6 The Hold Period is set by the Organisation

The Hold Period for each Program is set by the Organisation within limits set by Utogi , and is displayed in the Program Summary Box before you enrol. Different Programs may have different Hold Periods. A change to a Program's Hold Period applies only to Attributable Sales occurring after the change takes effect, and does not affect commission already accrued.

7.7 Recurring and lifetime Referral Commission

A Program may offer one-off, recurring or lifetime Referral Commission, or a combination, as specified in the Program Terms. Unless the Program Terms expressly provide for recurring or lifetime commission, Referral Commission is earned only in respect of the specific Attributable Sale to which it relates and creates no continuing entitlement. Where recurring or lifetime commission is offered, it is governed by the Program Terms in effect when the arrangement was established, subject to these Terms and to any lawful correction, reversal or compliance action.

7.8 No guaranteed earnings

Participation in a Program does not guarantee that you will earn Referral Commission or any particular level of earnings. Earnings depend on successful attribution of eligible transactions, the applicable Program Terms, the continued operation of the Program, the Organisation's payment of amounts due, and any fraud, compliance or reversal event.

7.9 Calculation errors

Commission calculations are performed automatically and may contain errors, delays or inaccuracies. To the maximum extent permitted by law we do not guarantee their accuracy or completeness. We may correct any error in the Ledger, including by adjusting, reversing, recalculating, withholding or reclassifying commission where reasonably necessary, and we will notify you of any correction that reduces an amount previously shown to you as payable.

8. Payment, Stripe Connect and the Platform Commission Fee

8.1 How you get paid

Referral Commission is collected from the Organisation and routed to you using Stripe Connect. Utogi is the Stripe Connect platform, you hold a Connected Account, and the Organisation is the paying customer. Ambassador Commission is transferred by Utogi into the same Connected Account. Funds in your Connected Account are paid out to your nominated bank account in accordance with the payout schedule applicable to that account.

8.2 You must complete Connected Account onboarding

You must open and maintain a Connected Account, and must complete all identity verification, KYC, tax information and other onboarding steps required by Stripe, by us or by applicable law. Until you do:

• Referral Commission attributed to you accrues in the Ledger but cannot be charged to the Organisation or paid to you; and

• no Ambassador Commission can be paid to you.

We will notify you if your onboarding is incomplete or if your Connected Account is restricted. If you have not completed onboarding within 12 months after an amount first becomes Payable, we may treat that amount as forfeited, and will notify you before doing so.

8.3 Stripe Agreements

Your Connected Account is governed by the Stripe Agreements as well as these Terms. You must comply with them. Stripe may hold, delay, restrict, reverse or refuse a payment, or restrict or close your Connected Account, in accordance with those agreements, and we are not liable for Stripe's acts, omissions, fees, decisions, holds or availability.

8.4 The Platform Commission Fee

We charge you a Platform Commission Fee for the Platform and marketplace services we supply to you. It is a percentage of the Referral Commission, is disclosed in the Program Summary Box before you enrol, and is deducted from the Referral Commission at the point it is routed to you. The balance is credited to your Connected Account.

For example, if the Referral Commission for an Attributable Sale is $10.00 and the Platform Commission Fee is 20%, we deduct $2.00 and $8.00 is credited to your Connected Account.

8.5 Your gross income is the full Referral Commission

You acknowledge and agree that:

• the full Referral Commission is your consideration for the Referral Services you supply to the Organisation, and is your gross income for tax purposes, even though we deduct the Platform Commission Fee before you receive it;

• the Platform Commission Fee is an expense you incur to us, and we will provide you with records of it through the Advocate Portal; and

• you are responsible for accounting for tax, and for any GST/VAT or equivalent, on the correct amounts. If you are unsure what this means for you, get your own advice.

8.6 Buyer-created taxable supply information

You authorise Utogi to issue statements, invoices and buyer-created taxable supply information to Organisations on your behalf, in respect of the Referral Commission payable to you, and to receive statements and confirmations on your behalf. You must not separately invoice an Organisation for the same Referral Commission. You remain responsible for retaining your own records and for issuing any other documentation required by law.

You also authorise Utogi to issue buyer-created taxable supply information in respect of Ambassador Commission payable by Utogi to you, where you are registered for GST or an equivalent tax and the Platform records that status.

8.7 Currency and foreign exchange

Where the Platform allows, you may select a payout currency from those supported. Where conversion is required, it may be performed using the rates, fees and spreads applied by Stripe at the time of conversion. Exchange rates fluctuate and you bear the currency risk.

8.8 Fees and deductions

Your net amount may be reduced by the Platform Commission Fee, payout processing fees, foreign exchange costs, intermediary or receiving bank fees, returned transfer fees, amounts withheld or deducted under clause 15, reversals and adjustments under clause 11, and any other deduction permitted under these Terms or applicable law. Fees we charge are disclosed in advance through the Platform. Third-party fees may vary and may not be capable of advance disclosure.

8.9 Failed, delayed or restricted payments

A payment may fail, be delayed, suspended, rejected, returned, reduced or subjected to further verification because of incorrect or incomplete details, failed verification, compliance or legal requirements, banking or intermediary action, provider outages, fraud prevention measures, or the Organisation's failure to pay. Where a payment to you fails or is delayed for a reason within our control, we will tell you and work to resolve it. There is no compensation for failed, delayed or restricted payments.

8.10 Organisation payment risk

Your Referral Commission depends on the Organisation paying it. If an Organisation fails to pay, becomes insolvent, ceases operations or has its account suspended:

• we are not liable to you for the unpaid amount, and are not obliged to pay it ourselves;

• your claim is against the Organisation, under clause 7.2; and

• we will, on request, provide you with the Ledger records, statements and attribution evidence relating to the unpaid amount, so that you can pursue it. We will not unreasonably withhold that information.

We may, but are not required to, advance an amount to you in anticipation of an Organisation's payment. Doing so once does not oblige us to do so again.

8.11 Minimum threshold and inactivity

A minimum payment threshold may apply to Ambassador Commission other than Ambassador Commission payable under a Posting Offer, as disclosed in the Advocate Portal. Ambassador Commission payable under a Posting Offer is not subject to any minimum payment threshold and is paid in full when it becomes payable under clause 9.23; the Minimum Allocation Threshold in clause 9.14 applies instead, at the point of allocation. If your Advocate Account remains inactive, or your Connected Account remains unverified, for 24 months and a balance remains, we will attempt to contact you at your recorded contact details before taking any action in relation to it, and will deal with it in accordance with applicable law.

9. Ambassador Commission and the Influencer Fund

9.1 What Ambassador Commission is, and is not

Ambassador Commission is a payment made by Utogi to you, out of Utogi 's own Influencer Fund, based on your measurable Ambassador Activity in respect of a Program, as calculated by the Ambassador Algorithm.

Ambassador Commission is payment for genuine, measurable activity actually performed. It is not a recruitment commission, an introduction fee, an override on anyone else’s activity, or a passive income stream. No amount is payable to you for the size of your audience alone, and no amount is payable unless you publish a Qualifying Post that remains published and compliant throughout its Ambassador Hold Period.

Your audience size across your Connected Social Accounts and on the Platform, your sales activity, and your engagement performance in earlier periods are used by the Allocation Algorithm to determine whether you receive a Posting Offer and the size of your Allocation. Those factors determine your opportunity to earn. They do not, by themselves, earn you anything.

9.2 Utogi is the payer

Utogi is the sole payer of Ambassador Commission. No Organisation funds, decides, approves or has any liability for it, and you have no claim against any Organisation in respect of it.

9.3 Eligibility

Ambassador Commission is earned in two stages. First, Utogi selects Advocates and determines Allocations under clauses 9.11 to 9.17. Second, a selected Advocate earns Ambassador Commission by accepting and performing a Posting Offer under clauses 9.18 to 9.23.

You are eligible to be considered in an Allocation Run for a Program if, and only if, you are an approved participant in that Program, you are in good standing under these Terms and the applicable Program Terms, you have a Connected Account in good standing, you have at least one Connected Social Account on a platform supported for that Program, and you satisfy and continue to satisfy the Ambassador Eligibility and the Eligibility Gates for that Program.

If at any time you do not satisfy those requirements, you cease to be eligible to be considered in an Allocation Run for any period of ineligibility. Ambassador Commission already paid, and any Base Amount already secured under clause 9.19, is not retroactively forfeited by reason of later ineligibility alone.

9.4 Where Ambassador Eligibility appears

Ambassador Eligibility and the Eligibility Gates may be set per Program or across the Utogi platform and are set out in that Program’s Program Summary Box and Program Terms. They may be updated by Utogi from time to time, and any change applies prospectively only and is notified to you before it takes effect.

9.5 Ambassador Guardrails

All Ambassador Eligibility must, at a minimum, comply with the following Ambassador Guardrails:

• Genuine activity. Ambassador Activity must consist of activity that has real value to Customers, other Advocates or the Program — for example content creation, audience engagement, social media posting, mentoring, training, education or network growth.

• Verifiable. Ambassador Activity must be capable of verification through the Platform, the Ambassador Algorithm, Organisation records or other reasonable evidence. We may require evidence at any time.

• Not satisfied by recruitment alone. Ambassador Eligibility must not be capable of being satisfied solely by recruiting, inviting or referring other Advocates. Recruitment alone never qualifies you for Ambassador Commission.

• Ongoing. Eligibility must require ongoing satisfaction of the requirements and cannot be permanently vested or grandfathered.

• No pay-to-qualify. No eligibility requirement may require you to pay any amount to qualify for, maintain or remain eligible for Ambassador Commission.

• Real connection to the Program. Ambassador Commission may only be paid in respect of a Program to which you have a real and substantive connection through ongoing Ambassador Activity in the applicable period. An Eligibility Gate requiring a minimum level of sales, referrals or other activity in a Program is an activity threshold demonstrating that connection. It does not make Ambassador Commission consideration for those sales, which are separately compensated by Referral Commission payable by the Organisation.

• No protected characteristics. Neither the Ambassador Algorithm nor the Allocation Algorithm uses as an input any characteristic protected under the Human Rights Act 1993 or equivalent law.

9.6 Utogi 's control of the scheme

Utogi has sole discretion to set or modify Ambassador Eligibility, to refuse to enable Ambassador Commission for any Program whose eligibility design does not satisfy the Ambassador Guardrails, to suspend or terminate Ambassador Commission in any Program whose operation appears to drift outside the Ambassador Guardrails, to audit your Ambassador Activity and require evidence, and to intervene where regulatory, legal, reputational or compliance risk arises.

Utogi alone sets, applies and modifies the Allocation Algorithm, the Eligibility Gates, the Base Rates, the Minimum Allocation Threshold, the Ambassador Hold Period and the size of any Program Allocation Pool. No Organisation sets, approves, directs, vetoes or has any right to influence any of them.

9.7 Calculation, discretion and distribution

Ambassador Commission is calculated using the Ambassador Algorithm, and Allocations are determined using the Allocation Algorithm. The weighting, methodology, inputs and outputs of each are determined by Utogi and may be modified from time to time, provided that material changes apply prospectively in accordance with clause 23 and do not affect a Posting Offer you have already accepted.

The amount allocated to Ambassador Commission for a Program or period, and whether to distribute it in whole, in part or not at all, is determined by Utogi in its discretion. Where the Ambassador Algorithm determines that Ambassador Activity in a period does not meet the minimum standard for distribution, no Ambassador Commission is payable for that period and no entitlement arises.

9.8 No entitlement until paid

Except for a Base Amount secured under clause 9.19, no entitlement to Ambassador Commission arises, and no amount becomes a debt due to you, until it is credited to your Connected Account. In particular, no entitlement arises from an Allocation before you accept the associated Posting Offer. An amount shown in the Advocate Portal as an Allocation, or as projected, estimated or pending Ambassador Commission, is an indication only.

9.9 What we will and will not disclose

We will disclose to you the total Ambassador Commission credited to you for each period, and the categories of factor the Ambassador Algorithm takes into account. We are not required to disclose the detailed weighting, methodology or factor-by-factor breakdown of the Ambassador Algorithm or of any individual payment, which is our confidential information.

The same applies to the Allocation Algorithm. We will tell you the categories of factor it takes into account and your own Allocation. We are not required to disclose its detailed weighting or methodology, the score or Allocation of any other Advocate, or the size of any Program Allocation Pool.

9.10 No guarantee

Participation in a Program does not guarantee that you will be selected in any Allocation Run, that you will receive a Posting Offer in any period, that you will receive any particular Allocation, or that you will earn Ambassador Commission or any particular amount. Satisfying the Ambassador Eligibility and every Eligibility Gate makes you eligible to be considered. It does not entitle you to a Posting Offer.

Outcomes depend on Ambassador Commission being available for that Program, the operation of the Allocation Algorithm and the Ambassador Algorithm, the size of the Program Allocation Pool, our discretion as to distribution, and all other conditions in these Terms.

9.11 The Program Allocation Pool

Utogi may allocate an amount internally to the making of Posting Offers for a Program. That amount is Utogi’s own money. It is not held on trust, is not held on behalf of any Organisation or any Advocate, and neither you nor any Organisation has any proprietary, beneficial or contractual interest in it, or any claim to any share of it.

Utogi may increase, reduce, withhold, exhaust or reallocate a Program Allocation Pool at any time, including between Programs and including after an Allocation Run has taken place. The size of a Program Allocation Pool is not disclosed to Advocates.

9.12 Eligibility Gates

A Program may apply Eligibility Gates that you must satisfy in order to be considered in an Allocation Run. Eligibility Gates may include a minimum number of followers, connections or subscribers on one or more Connected Social Accounts or on the Platform, a minimum number of Attributable Sales in a period, a minimum period of participation in the Program, and any other criterion set by Utogi.

The Eligibility Gates for a Program are displayed in the Program Summary Box before you enrol and in the Advocate Portal. Any change to them applies prospectively only.

9.13 Scoring, selection and allocation

Utogi may carry out an Allocation Run for a Program from time to time. In an Allocation Run the Allocation Algorithm applies the Eligibility Gates, scores and ranks eligible Advocates, selects which of them are to receive a Posting Offer, and determines the Allocation for each selected Advocate out of the Program Allocation Pool.

The categories of factor the Allocation Algorithm takes into account are:

• your audience size and composition across your Connected Social Accounts and on the Platform;

• your Attributable Sales and referral activity in that Program in the relevant period;

• your Engagement Scores for Qualifying Posts in earlier periods;

• your compliance history and standing under these Terms; and

• the Content Types and platforms the Program requires.

Clause 9.9 applies to the weighting of those factors. Selection, and the size of an Allocation, are determined solely by Utogi. Allocations are not equal between Advocates, and the Allocation Algorithm may allocate a substantial proportion of a Program Allocation Pool to a small number of Advocates.

9.14 Minimum Allocation Threshold

Where the Allocation Algorithm would determine an Allocation below the Minimum Allocation Threshold for a Program, no Posting Offer is made to you in that Allocation Run and the amount remains in the Program Allocation Pool. No entitlement arises, and the non-issue of a Posting Offer on this basis is not a withholding of any amount otherwise payable to you.

9.15 No obligation to carry out an Allocation Run

We decide whether, when and how often to carry out an Allocation Run for a Program, and we are not obliged to carry one out in any period. Carrying out an Allocation Run in one period creates no expectation, practice or entitlement in relation to any other period.

9.16 Non-selection is not a penalty

Not being selected in an Allocation Run, receiving no Posting Offer, or receiving a smaller Allocation than in a previous period, is not a suspension, restriction, penalty, sanction, breach finding or other adverse decision. It has no effect on your standing, your participation in any Program, your Referral Commission or any other entitlement, and we are not required to give reasons for it. You may nonetheless request a review under clause 9.24.

9.17 Declined, lapsed and expired Posting Offers

You are under no obligation to accept a Posting Offer. Declining a Posting Offer, or allowing one to expire, is not a breach of these Terms and has no consequence for your standing, your eligibility, or your prospects in any future Allocation Run.

A Posting Offer expires at the time stated in it. On expiry, or if you decline it, the Allocation lapses, returns to the Program Allocation Pool, and may be allocated to another Advocate in a later Allocation Run.

9.18 Posting Offers

A Posting Offer states the Program, your Allocation, the Base Rate for each Content Type, how the Engagement Amount is determined, the Ambassador Hold Period, the Prescribed Disclosure and the Posting Rules, the platforms on which a Qualifying Post may be made, and the time at which the Posting Offer expires.

We may withdraw, reduce, suspend or expire a Posting Offer at any time before you accept it, including where the Program Allocation Pool is exhausted, the Program is suspended or terminated, the Organisation withdraws, or you cease to satisfy the Eligibility Gates.

You accept a Posting Offer by publishing a Qualifying Post in accordance with it. Acceptance takes effect when we verify that post. On acceptance, your Base Amount is reserved against the Program Allocation Pool and is no longer available to any other Advocate.

9.19 The Base Amount

When you accept a Posting Offer you acquire an entitlement to the Base Amount for the Content Type of your Qualifying Post, conditional on that post remaining published, unmodified in any material respect, compliant and capable of verification throughout the Ambassador Hold Period, and on no forfeiture event under clause 9.22 occurring.

The Base Amount is secured when you post. It is not paid when you post. It is paid under clause 9.23 after the Ambassador Hold Period expires. Any notification, message or screen inviting you to accept a Posting Offer will state both that the amount is secured on posting and that it is paid after the Ambassador Hold Period.

9.20 Content Type

We determine the Content Type of a Qualifying Post in our reasonable discretion, by reference to the classification applied by the relevant platform where one exists. Where a post combines formats, it is classified by its dominant element.

Ephemeral content that is automatically removed by the platform within the Ambassador Hold Period, including stories, is not eligible for a Posting Offer unless the Posting Offer expressly says otherwise.

A Posting Offer may set minimum standards for each Content Type, including a minimum duration for a video post, a requirement that the Organisation is genuinely and substantively featured rather than incidentally visible, and a requirement that the content is original and has not previously been the subject of a Posting Offer.

9.21 The Engagement Amount

After the Ambassador Hold Period expires, the Ambassador Algorithm determines an Engagement Score for your Qualifying Post. The Engagement Amount is the portion of the balance of your Allocation determined by that score. The Base Amount and the Engagement Amount together never exceed your Allocation, and any part of your Allocation you do not earn returns to the Program Allocation Pool.

Engagement data is obtained from third-party platforms and from the Platform, and is used as reported. It may be incomplete, delayed, unavailable or later restated by the platform. Where a platform corrects data, we may recalculate an Engagement Score. We may normalise, cap, band or exclude metrics in order to preserve the integrity of scoring. An Engagement Score may be zero, in which case no Engagement Amount is payable.

Clause 12 applies to any dispute about an Engagement Score or an Engagement Amount.

Engagement data reaches us through a Connector Provider, which passes it on as the social media platform reports it and does not verify it. Where our figures differ from the social media platform’s own reporting for the same post, the platform’s reporting prevails and we will recalculate. Some statistics are available only for a limited window, only for certain account types, or only while a connection remains in place, and may cease to be available to us. Where that happens, clause 9.22 applies and we may determine the Engagement Amount on the best evidence reasonably available to us.

9.22 Forfeiture during the Ambassador Hold Period

Your entitlement to the Base Amount, and any Engagement Amount, is forfeited if at any time before the Ambassador Hold Period expires you:

• delete, archive, hide, restrict, unpublish or make private the Qualifying Post;

• edit the Qualifying Post so that a required tag, mention or link, or the Prescribed Disclosure, is removed or ceases to be prominent;

• delete, deactivate or make private the Connected Social Account from which the Qualifying Post was published, or change its handle so that the post can no longer be verified;

• disconnect that Connected Social Account from the Platform, or revoke any access we require in order to verify the Qualifying Post;

• omit the Prescribed Disclosure, or fail to use any paid-partnership or branded-content labelling tool required by the Posting Offer;

• breach the Posting Rules, the applicable Program Terms or clause 13; or

• engage in conduct falling within clause 14.1 in connection with the Qualifying Post, including artificial or purchased engagement, followers, connections or sales.

A Qualifying Post also ceases to qualify if the platform removes it for breach of that platform’s rules.

Where a Qualifying Post is removed at the request of the Organisation, and the removal is not attributable to your conduct or to a breach of the Posting Rules, your Base Amount remains payable and only the Engagement Amount is forfeited.

Where we are unable to verify a Qualifying Post through no fault of yours, including because of a platform outage or a change to a platform’s application programming interface, we will not treat that as a forfeiture event, and we may verify the post by other reasonable means.

A post that fails to publish is not a forfeiture event, because no Posting Offer has been accepted. Clause 9.27 applies instead.

9.23 Payment

Ambassador Commission payable under a Posting Offer becomes payable when the Ambassador Hold Period expires, and is transferred by Utogi to your Connected Account. Utogi deducts a Fee from this.

9.24 Review of automated decisions

Selection in an Allocation Run, the size of an Allocation, and an Engagement Score are determined by automated means. These are final and will not be reviewed.

9.25 Connected Social Accounts

To be considered in an Allocation Run, and to publish a Qualifying Post, you must connect at least one social media account on a platform we support to the Platform including Utogi, and keep it connected throughout any Ambassador Hold Period.

By connecting a social media account you authorise us to access, collect, store and use Platform Data relating to that account and to posts made from it, for the purposes of applying the Eligibility Gates, operating the Allocation Algorithm and the Ambassador Algorithm, verifying Qualifying Posts, calculating Engagement Scores, detecting artificial activity, and evidencing and auditing payments. We handle that information in accordance with our privacy policy.

You warrant that you own or control each Connected Social Account, that you are authorised to connect it, and that connecting it and publishing Qualifying Posts from it does not breach the terms of the relevant platform. You remain responsible for complying with the terms of each platform you use, including its rules on branded, sponsored or paid content.

We may retain a copy or record of a Qualifying Post, and of the engagement data relating to it, as evidence supporting a payment.

The connection is made, and posts are published and statistics retrieved, using a Connector Provider. Clause 9.28 applies. When you connect an account you may be asked by the social media platform to grant permissions to an application operated by us or by our Connector Provider, and the platform may name that application. You may be required to accept a social media platform’s own terms, to hold a particular account type, or to hold particular permissions before a connection can be enabled.

You are responsible for keeping a connection working. Access tokens expire, are revoked, and stop working when a password is changed or an account’s permissions are altered. We will show a connection as broken where we can detect it, but maintaining it is your responsibility, and clause 9.22 applies where a Qualifying Post cannot be verified because you did not maintain it.

9.26 Dependence on third-party platforms

Our ability to operate Posting Offers depends on third-party platforms and their application programming interfaces. If a platform changes, restricts, prices, suspends or withdraws access, or if data we rely on ceases to be available or sufficiently reliable, we may change the Content Types or platforms eligible for a Posting Offer, change the way an Engagement Score is calculated, verify posts by other reasonable means, or suspend or discontinue Posting Offers for that platform. No compensation is payable. A Posting Offer you have already accepted is dealt with under clause 9.22.

9.27 Publishing is attempted, not guaranteed

Publishing to a social media platform through the Platform is an instruction to attempt publication. It is not a guarantee that a post will appear. A post may fail to publish, publish late, publish more than once, or publish in a form you did not intend, for reasons including a platform’s interface being unavailable, slow or rate-limited, an expired or revoked access token, a restriction on your account, the platform rejecting the content or its format, or a platform’s own rules on frequency or duplication.

Where a post fails to publish, no Qualifying Post exists, you have not accepted the Posting Offer, and no Base Amount is secured. We may re-issue the Posting Offer, extend the time for accepting it, or allow the Allocation to lapse under clause 9.17. We are not liable for a post that fails to publish or publishes late, or for the loss of a Posting Offer as a result, and no compensation is payable.

If a Posting Offer matters to you, check that your post actually appeared on the platform. We show delivery status where the platform gives it to us, and we will retry a failure where retrying is sensible, but neither is a guarantee.

9.28 Connector Providers and service limits

The connection between the Platform and a social media platform, and the publishing and statistics functions that depend on it, are provided using one or more Connector Providers. We remain responsible to you under these Terms for the Influencer Fund and for the payments we make under it. We are not responsible for the acts, omissions, availability, capacity limits or performance of a Connector Provider or of any social media platform.

We may change, add or remove a Connector Provider at any time. Access to publishing and statistics may be subject to volume, rate or usage limits set by a Connector Provider or a social media platform, and those limits may delay or prevent publishing or the retrieval of statistics. Where that happens we may suspend the issue of Posting Offers, extend an Ambassador Hold Period, or verify a Qualifying Post by other reasonable means. Clause 9.26 applies.

We disclose your personal information to a Connector Provider only as necessary to provide these functions to you, and our privacy policy identifies the provider we use and what it receives.

10. Single-tier structure and anti-pyramid safeguards

10.1 Single tier only

Referral Commission is payable only to the Advocate to whom an Attributable Sale is attributed. No multi-tier, downline, override, hierarchy-based or recruitment-based commission, bonus or reward is offered, recognised or paid through the Platform by Utogi or by any Organisation.

10.2 Inviting other Advocates

Where you invite, refer or recruit another person to join the Advocate Network:

• that person joins as an independent Advocate of Utogi , and does not become your employee, agent, contractor, downline, asset or property;

• you acquire no ownership, exclusivity, proprietary or control right over that person, their account, their participation or their earnings; and

• the act of inviting, referring or recruiting does not, by itself, qualify you for any commission of any kind.

10.3 Prohibited representations

You must not market, describe or promote participation in the Advocate Network or any Program as a recruitment-driven income opportunity, a passive income scheme, a downline-building opportunity, or any arrangement in which recruitment is presented as a primary or dominant source of reward.

You must not require, request, encourage or imply that any person must pay to join the Advocate Network, pay to remain eligible for any reward, or purchase unnecessary products or services.

10.4 Earnings claims

You must not make any earnings claim, income claim, recruitment success claim or passive income claim in connection with the Advocate Network, any Program or Ambassador Commission.

10.5 No interference with the Advocate Network

You must not attempt to move Advocates in breach of these Terms or Platform rules, induce Advocates to breach their terms, offer incentives to improperly restructure existing relationships, use off-Platform arrangements, CRM Data or Platform-derived information to interfere with existing relationships, or take any other action designed to manipulate or circumvent the Advocate Network or the operation of the Platform.

10.6 Consequences

Any attempt to interfere with, manipulate or circumvent the Advocate Network, the Ambassador Commission scheme or the operation of the Platform may result in reversal of commission, removal from one or more Programs, restriction of Platform functionality, suspension or termination of your Advocate Account, or any other action reasonably necessary.

11. Refunds, chargebacks, reversals and clawbacks

11.1 Reversal events

If a Customer transaction is refunded, cancelled, charged back, disputed, found to be fraudulent, duplicated, invalid or otherwise ceases to qualify under the applicable Program Terms, the commission associated with it may be adjusted, reversed, withheld, reduced or cancelled.

11.2 Before and after payment

A reversal may occur before or after payment. Where it occurs before the Hold Period expires, the Pending amount is simply removed. Where it occurs after the amount has been credited to your Connected Account, we may reverse the transfer, offset the amount against future commission payable to you, or recover it from you as a debt.

11.3 Negative balances

Where reversals, adjustments or deductions exceed commission otherwise payable to you, a negative balance may be recorded against your Advocate Account, carried forward and offset against future commission. We will not offset a negative balance against Ambassador Commission for a period in which the negative balance arose from an Organisation's conduct rather than yours.

11.4 Notice

We will record every reversal in the Ledger and notify you of any reversal affecting an amount previously shown to you as Payable or Paid, together with the reason.

11.5 Refund decisions are the Organisation's

Refund, return, cancellation and chargeback decisions are made by the Organisation as merchant of record. Utogi does not make those decisions and is not responsible for them. Our role is to record the consequences in the Ledger and to apply the reversal.

12. Disputes, evidence and decisions

12.1 Raising a dispute

If you consider that an attribution, commission calculation, deduction, reversal or Ledger entry is incorrect, you must raise it through the Platform within 30 days of the entry appearing, with the reasons and any supporting evidence.

12.2 How we handle it

We will review the dispute, may request further information from you or the relevant Organisation, and will notify you of the outcome and the reasons for it within a reasonable period. We may adjust the Ledger to give effect to the outcome.

12.3 Evidence

Platform records, audit logs, attribution data, payment event data and Ledger entries are the primary evidence in any dispute. Where a dispute concerns whether an Organisation has paid an amount due to you, clause 8.10 applies.

12.4 Escalation

If you are not satisfied with the outcome, you may escalate it under clause 26.2. Nothing in this clause limits your right to pursue a claim against an Organisation under clause 7.2.

13. Promotion rules, content and communications

13.1 Comply with the Program Terms

You must comply with the promotional rules in the applicable Program Terms, including restrictions on channels, content, messaging, use of the Organisation's brand assets, trademark and brand keyword bidding, coupon and cashback use, audience, geography and language.

13.2 Your content is your responsibility

You are solely responsible for the content, accuracy, lawfulness and effect of your promotional activity, communications and content. You must not make false, misleading or unsubstantiated claims about any Organisation, product, service, price, availability, outcome or benefit.

13.3 Prohibited conduct

You must not:

• impersonate an Organisation, Utogi , a Customer or any other person, or create content that could be mistaken for an Organisation's own official channel, site or communication;

• register domain names, social accounts or handles that incorporate an Organisation's or Utogi 's trademarks without written permission;

• use spam, bought lists, unsolicited messaging, deceptive pop-ups, forced clicks, cookie stuffing, malware, adware, browser extensions or automated tools to generate clicks or transactions;

• bid on an Organisation's brand terms where the Program Terms prohibit it;

• offer unauthorised discounts, rebates, cashback or incentives; or

• promote in a way that is unlawful, discriminatory, harassing, defamatory, obscene or harmful to minors.

13.4 Disclosure

You must clearly and prominently disclose your commercial relationship whenever you promote a Program, in a way that a reasonable member of your audience would notice and understand, and in accordance with applicable advertising and consumer law, including the Fair Trading Act 1986 and any applicable influencer disclosure guidance. A disclosure buried in a bio, a hashtag cloud or a link is not sufficient.

For a Qualifying Post you must use the Prescribed Disclosure for that Program, in the form we specify, and you must use any paid-partnership, branded-content or paid-promotion labelling tool the relevant platform provides. You must not remove, obscure or alter the Prescribed Disclosure at any time during the Ambassador Hold Period. A post that does not carry the Prescribed Disclosure is not a Qualifying Post, and clause 9.22 applies.

Your content must also comply with any advertising code, standard or licensing requirement applicable to the Organisation’s industry. You must not make any statement, give any advice, or carry out any activity that requires a licence, registration or authorisation that you do not hold, including under the Financial Markets Conduct Act 2013 and the financial advice regime, the Medicines Act 1981, or the Real Estate Agents Act 2008.

Where content is generated or materially altered using artificial intelligence, you must label it as the relevant social media platform requires. Several platforms now require this, the requirement is yours to meet on every platform you post to, and a Qualifying Post that is not labelled where labelling is required is not compliant with the Posting Rules.

13.5 Anti-spam

You must comply with the Unsolicited Electronic Messages Act 2007 and any equivalent law applicable to your audience, including requirements for consent, accurate sender identification and a functional unsubscribe facility.

13.6 CRM and communication tools

Where you use CRM, contact, lead, communication or automation functionality, you are responsible for the lawfulness of the data you collect and the messages you send, for having a lawful basis to contact each person, and for honouring opt-outs.

13.7 Takedown

We may require you to remove, correct or amend any content or communication that breaches these Terms, the applicable Program Terms or applicable law, and you must comply promptly.

13.8 Indemnity for your content

You indemnify Utogi against any claim, liability, loss, cost, penalty or reasonable legal fee arising from content you publish, including a Qualifying Post, where it arises from:

• your breach of these Terms, the Posting Rules or the applicable Program Terms;

• your breach of the terms, policies or community standards of a social media platform, or of the terms of a Connector Provider;

• an allegation that the content infringes a person’s intellectual property, privacy, publicity or other rights, including in respect of music, footage, images, fonts or other material included in it, or a person appearing in it;

• an allegation that the content is unlawful, misleading, deceptive, defamatory, harassing or discriminatory; or

• a failure to include the Prescribed Disclosure or any labelling required by clause 13.4.

This indemnity does not apply to the extent the claim arises from our own error, breach or negligence, from material an Organisation supplied or approved, or from a direction we gave you in writing.

14. Fraud controls and network integrity

14.1 Prohibited activity

You must not generate, encourage or benefit from artificial, fraudulent, incentivised-without-disclosure, self-dealing or manipulated activity, including fake accounts, bot traffic, repeat self-purchases contrary to the Program Terms, collusion with a Customer or Organisation employee, or manipulation of attribution.

You must not inflate, purchase, exchange, incentivise or artificially generate followers, connections, subscribers, views, likes, comments, shares, saves or any other engagement on any Connected Social Account or on the Platform, participate in an engagement pod or any reciprocal engagement arrangement, or generate or arrange transactions for the purpose of satisfying an Eligibility Gate. This clause applies to metrics maintained by Utogi on the Platform in the same way as it applies to metrics on third-party platforms.

14.2 Monitoring and investigation

We may monitor activity, apply risk scoring, investigate suspected breaches, require information or evidence from you, and place a hold on affected commission during an investigation. We will tell you when we place a hold on your commission for this reason, and will conclude the investigation within a reasonable period.

14.3 Action

Where we reasonably determine that prohibited activity has occurred, we may reverse or cancel affected commission, extend a Hold Period, restrict Platform functionality, remove you from a Program, or suspend or terminate your Advocate Account, and may recover amounts already paid.

14.4 Cooperation

You must cooperate reasonably with any investigation by us, an Organisation, Stripe, a payment provider, an auditor or a regulator, and must provide information reasonably requested.

15. Taxes

15.1 Your responsibility

You are solely responsible for determining, managing and complying with your own tax obligations, registrations, filings, reporting, invoicing, record-keeping and payment obligations in every jurisdiction relevant to you. We do not provide tax, legal or accounting advice, and no Platform feature, statement or report is a substitute for your own advice.

15.2 Information you must provide

You must provide accurate, complete and current tax, identity, residency and registration information requested by us, by Stripe or by any relevant payment, banking or compliance provider, and must keep it up to date.

15.3 Withholding and reporting

If applicable law, a tax authority, a court, a regulator, a payment provider or a banking requirement requires withholding, deduction, remittance, reporting, verification or information collection in connection with any commission or payment, we or Stripe may take the required action, including requiring further information, delaying or withholding a payment, remitting an amount to an authority, and issuing or storing records. Any amount properly withheld, deducted or remitted reduces the amount otherwise payable to you.

15.4 GST and equivalent taxes

Where applicable, GST, VAT, sales tax or similar taxes may apply to commission, fees or other amounts. Amounts displayed in the Platform are tax-exclusive unless expressly stated otherwise. You are responsible for determining whether you are required or entitled to register for, charge, account for or remit any such tax. If you are registered for New Zealand GST and the Platform allows GST to be added or recorded based on your self-declared status, any such calculation is administrative only and does not determine whether GST is legally chargeable.

Ambassador Commission paid to you under a Posting Offer may be consideration for a taxable supply made by you to Utogi. An Allocation, and each Base Rate stated in a Posting Offer, is inclusive of GST where you are registered for New Zealand GST and the Platform records that status, and is otherwise stated without any GST component.

15.5 Records

We will make available to you, through the Advocate Portal, records of the Referral Commission attributed to you, the Platform Commission Fee deducted, the Ambassador Commission paid to you, and other deductions, sufficient to allow you to meet your own record-keeping obligations.

15.6 Tax indemnity

You indemnify Utogi against any claim, liability, loss, cost, penalty, interest or legal fee arising from any inaccuracy, omission or misrepresentation in tax-related information you provide, or from your failure to comply with your own tax obligations. This indemnity does not apply to the extent the liability arises from our own error, breach or negligence.

16. Privacy and data

16.1 Your personal information

We collect, use, hold and disclose your personal information in accordance with the Privacy Act 2020 and our privacy policy, for the purposes of operating the Platform and the Advocate Network, verifying your identity, processing payments, preventing fraud, meeting legal obligations and providing you with the Advocate Portal.

16.2 Disclosure

We may disclose your personal information to Organisations whose Programs you participate in (to the extent necessary for that participation), to Stripe and other service providers, to professional advisers and auditors, and to regulators or authorities where required by law.

16.3 Cross-border

The Platform and its service providers may store or process information outside New Zealand. We will take reasonable steps to ensure comparable protections apply.

16.4 Your rights

You may request access to, and correction of, the personal information we hold about you, by contacting us using the details in clause 28.

16.5 CRM Data

Where you use CRM or contact management functionality, you are responsible for the lawfulness of the CRM Data you collect and hold, for having a lawful basis for it, and for complying with applicable privacy law. You must not use CRM Data or any Platform-derived information for a purpose prohibited by these Terms, and you must not export or retain it after termination other than data relating to your own pre-existing contacts.

16.6 Confidentiality

You must keep confidential the Program Terms marked confidential, the Ambassador Algorithm, Platform pricing not publicly disclosed, and any Organisation's non-public commercial information disclosed to you through the Platform.

17. Intellectual property

17.1 Our IP

Utogi owns all intellectual property in the Platform, its software, data models, the Ambassador Algorithm, and its brand assets. You receive only a limited, revocable, non-exclusive, non-transferable licence to use the Platform and the promotional tools it provides, for the purpose of participating in Programs.

17.2 Organisation brand assets

Where an Organisation makes brand assets available through the Platform, you may use them only in accordance with the applicable Program Terms and any brand rules, and must cease using them on termination of your participation in that Program.

17.3 Your content

You retain ownership of the promotional content you create. You grant Utogi and the relevant Organisation a non-exclusive, royalty-free licence to reproduce, display and share that content for the purpose of operating, evidencing, auditing and promoting the Program and the Advocate Network, and you may withdraw that licence for future use on 30 days’ notice.

You may not withdraw that licence in respect of a Qualifying Post for which Ambassador Commission has been paid or is payable. For that content the licence is irrevocable for 12 months from publication, and is irrevocable without limit of time for the purposes of evidencing and auditing the payment.

You warrant that you hold all rights necessary to grant the licences in this clause, including in respect of any music, footage, image, artwork or other material included in the content, and in respect of any person appearing in it. Music and other material licensed to you only for personal or non-commercial use may not be used in a Qualifying Post.

18. Customer relationships

18.1 Customers belong to the Organisation

Customers you refer are Customers of the Organisation. You obtain no ownership, proprietary, exclusivity or continuing right over any Customer, Customer account, Customer relationship or Customer data by reason of a referral, other than your entitlement to Referral Commission.

18.2 No interference

You must not interfere with the relationship between an Organisation and its Customers, hold out that you control the Customer relationship, or attempt to divert a Customer away from the Organisation after a referral.

19. Restricted jurisdictions and industries

You must not participate in the Advocate Network or promote any Program from, or target any audience in, a jurisdiction where doing so is unlawful, where you or the Organisation would breach sanctions, or where the relevant activity requires a licence, registration or approval that is not held. You must not promote a product or service that is a restricted or prohibited business under the Stripe Agreements. You must tell us if your circumstances change so that this clause would be breached.

20. Suspension and termination

20.1 Your right to leave

You may close your Advocate Account or withdraw from any Program at any time by notice through the Platform.

20.2 Our right to suspend or terminate

We may suspend or terminate your Advocate Account, or your participation in any Program, on notice, where:

• you materially breach these Terms or any applicable Program Terms and do not remedy the breach within 14 days of notice, or the breach is incapable of remedy;

• we reasonably suspect fraud, abuse, artificial activity, manipulation or collusion;

• you fail to complete or maintain Connected Account onboarding or verification;

• suspension is reasonably necessary for legal, regulatory, compliance, security or payment provider reasons; or

• your conduct exposes Utogi , an Organisation, a Customer or the Advocate Network to material legal or reputational risk.

Where we suspend or terminate, we will tell you the reason and, where the matter is capable of remedy, what is required to lift it, unless we are legally prohibited from doing so.

20.3 Effect on commission

On termination or suspension:

• Referral Commission for Attributable Sales that occurred before termination, and that is not affected by a reversal, fraud or compliance event, remains payable to you and will be routed to you when the applicable Hold Period expires, provided your Connected Account remains able to receive it;

• Pending amounts that have not become Payable are dealt with under the applicable Program Terms;

• no further Ambassador Commission accrues after termination, and no entitlement arises to any Ambassador Commission not already credited to you, except that where you accepted a Posting Offer before termination and the Qualifying Post remains published and compliant, the Ambassador Hold Period runs to its end and the resulting Ambassador Commission is paid to you under clause 9.23; and

• where termination is for fraud, abuse, manipulation or a material breach by you, we may withhold, reverse or cancel commission affected by that conduct.

20.4 Obligations that continue

Your obligations under clauses 3.4, 10, 13.2, 14, 15, 16, 17, 18 and 21 continue after termination to the extent relevant.

21. Limitation of liability

21.1 Platform provided as available

The Platform is provided on an "as available" basis. To the maximum extent permitted by law, we do not warrant uninterrupted or error-free access, accurate attribution or commission calculation in every case, or successful delivery of every webhook, event or integration.

21.2 Exclusion of indirect loss

To the maximum extent permitted by law, neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill, business opportunity or data.

21.3 Cap

To the maximum extent permitted by law, and subject to clause 21.4, our aggregate liability to you under or in connection with these Terms, in any 12-month period, is limited to:

• the total fees received by Utogi in relation to your Referral Commission credited to you through the Platform in the 6 months immediately preceding the first event giving rise to liability; and

21.4 Carve-outs

The cap in clause 21.3 does not apply to our liability for fraud, wilful misconduct, personal injury or death, our breach of clause 16, or any amount we have received on your behalf and failed to pay to you.

21.5 What we are not responsible for

To the maximum extent permitted by law, we are not responsible for an Organisation's failure to pay Referral Commission, an Organisation's products, services, refund decisions or conduct, the acts or omissions of Stripe or any other payment provider, or the acts or omissions of another Advocate.

21.6 In trade

The parties agree that the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply, on the basis that you participate in trade and for business purposes, to the extent that contracting out is permitted by law. Nothing in these Terms limits any right or remedy that cannot lawfully be limited.

22. Platform operations and third-party systems

The Platform relies on automated systems, integrations and third-party services, including Stripe. We may add, remove, modify, suspend or discontinue any feature for operational, security, legal, compliance, technical or commercial reasons. We are not responsible for the availability, accuracy or performance of any third-party system, and may modify or replace an integration as reasonably required. Where a change materially and adversely affects how you earn, clause 23.2 applies.

23. Changes to these Terms

23.1 Notice

We may amend these Terms by giving you not less than 30 days' notice through the Platform or by email, stating the nature of the change.

23.2 Material adverse change

If an amendment, or a change to the Ambassador Algorithm, the Allocation Algorithm, Ambassador Eligibility, the Eligibility Gates, the Base Rates, the Minimum Allocation Threshold, the Platform Commission Fee or a Program’s Referral Commission rate, is materially adverse to you, we will notify you before it takes effect and you may withdraw from the affected Program or close your Advocate Account without penalty. Commission already accrued is not affected.

23.3 No retrospective effect

No amendment applies retrospectively to an Attributable Sale already recorded, to Referral Commission already accrued, to Ambassador Commission already credited to you, or to a Posting Offer you have already accepted. A change to the Allocation Algorithm, the Ambassador Algorithm, the Eligibility Gates, the Base Rates or the Minimum Allocation Threshold does not affect a Qualifying Post already published in reliance on a Posting Offer as made.

23.4 Continued participation

Continued use of the Platform after an amendment takes effect constitutes acceptance of it.

24. Assignment

You may not assign or transfer your rights under these Terms without our prior written consent, except as permitted by clause 4.4. We may assign or transfer these Terms to a related company or in connection with a sale of our business, on notice.

25. Entire agreement and general

These Terms, together with the applicable Program Terms and the Stripe Agreements, constitute the entire agreement between you and Utogi in relation to their subject matter. If any provision is held invalid or unenforceable, it is severed or read down to the minimum extent necessary and the remainder continues in force. A failure or delay in exercising a right is not a waiver of it. Nothing in these Terms gives any person other than you and Utogi a right to enforce them, except that an Organisation may enforce clauses 13, 14, 17.2 and 18 against you in relation to its own Program.

26. Notices and disputes

26.1 Notices

Notices may be given through the Platform or by email to the address recorded in your Advocate Account, and are deemed received on the next business day after they are sent.

26.2 Escalation

Before commencing proceedings, other than for urgent injunctive relief, each party must notify the other of the dispute and the parties must attempt in good faith to resolve it, including by a meeting within 15 business days of the notice.

26.3 Governing law

These Terms are governed by New Zealand law and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.

27. Survival

Clauses 3.4, 8.5, 8.6, 9.19, 9.22, 9.23, 9.25, 10, 11, 12, 13.2, 13.4, 14, 15, 16, 17, 18, 21, 24, 25 and 26 survive termination, together with any other clause that by its nature should survive.

28. Contact

Questions about these Terms, your Advocate Account, a commission entry or a dispute may be sent to support@utogi.com or raised through the Advocate Portal.

Schedule 1 — How you get paid, in plain terms

This schedule is a summary only and does not override the clauses above.

Worked example. A Customer buys a $100 product from an Organisation and the sale is attributed to you. The Referral Commission rate is 10% and the Platform Commission Fee is 20%. The Hold Period is 30 days.

• Day 0: $10.00 appears in your Advocate Portal as Pending.

• Day 30: the Hold Period expires. The Organisation is charged $10.00.

• $2.00 Platform Commission Fee is deducted and $8.00 is credited to your Connected Account.

• Your gross income for this sale is $10.00 and your expense to us is $2.00. Account for tax on that basis, not on the $8.00.

Worked example — Ambassador Commission. Business X’s Program has a Program Allocation Pool of $1,000 and 100 approved Advocates. The Eligibility Gates are 2,000 followers and 3 Attributable Sales in the month. The Base Rates are $50 for a video post, $20 for an image post and $10 for a text post. The Ambassador Hold Period is 30 days.

• Allocation Run: you satisfy the Eligibility Gates. On your audience, your sales and your earlier Engagement Scores, the Allocation Algorithm allocates you $500 and sends you a Posting Offer. Other Advocates receive different Allocations, and most receive none.

• Day 0: you publish a video post tagging Business X and carrying the Prescribed Disclosure. Your Base Amount of $50 is secured. It is not paid yet.

• Days 1–30: the post stays published, unedited and compliant.

• Day 30: your Engagement Score is 50%. Your Engagement Amount is 50% of the remaining $450, which is $225. The $225 you did not earn returns to the Program Allocation Pool.

• You are paid $275 by Utogi. No Platform Commission Fee is deducted.

• Separately, if you are eligible for Ambassador Commission and Utogi makes a distribution for the period, that amount is credited to the same Connected Account.