Effective Date: 30 Sept. 26Version: 005

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 kinds of payment are available to you, and they work differently. Both are paid by the Organisation, not by Utogi. 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. It is charged to the Organisation and paid directly to your Stripe account using Stripe Connect. We take our Platform Commission Fee from it as it is paid, and we do not hold or pool it.

• Campaign Payments are paid to you by the Organisation that runs a Campaign, for publishing content about its Program in line with the Campaign Brief. A Campaign may offer a fixed Post Payment, a Performance Bonus based on engagement, or both. They are paid through Stripe Connect in the same way as Referral Commission, and we take our Campaign Fee from them. Clause 9 governs how Campaigns work.

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.

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.

Campaign means a campaign created by an Organisation through the Platform under which the Organisation offers to pay Advocates to publish content about its Program, as described in clause 9.

Campaign Brief means the instructions for a Campaign set by the Organisation, including any script, any caption the Organisation marks as required or suggested, the Supplied Media and the platforms on which a Campaign Post counts.

Campaign Fee means the fee Utogi charges you for the Platform services it supplies to you in connection with Campaigns, calculated as a percentage of each Campaign Payment and deducted from it at the point of payment, as described in clause 9.13.

Campaign Invitation means the offer shown to you in the Platform inviting you to take part in a Campaign, whether you are invited by the Organisation, suggested by the Platform, or join through a Campaign link or landing page.

Campaign Payment means a Post Payment or a Performance Bonus.

Campaign Post means content you publish under a Campaign you have accepted, from a Connected Social Account or on the Utogi feed, that complies with the Campaign Brief, the Posting Rules and clause 9.6.

Connected Account means the Stripe account you hold, connected to Utogi 's Stripe Connect platform, into which Referral Commission and Campaign Payments 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 9.14.

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.

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.

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

Measurement Window means the period, starting when a Campaign Post is published, over which engagement on it is measured for the purpose of any Performance Bonus. It is 30 days unless the Campaign Invitation states otherwise.

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.

Payment Processing Costs means the card processing and currency conversion costs charged by Stripe on a Referral Commission or Campaign Payment, as described in clause 8.8.

Performance Bonus means the optional additional amount an Organisation offers in a Campaign, calculated from engagement on your Campaign Post over the Measurement Window, as described in clause 9.8.

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.

Post Payment means the fixed amount an Organisation offers in a Campaign for each Campaign Post, as stated in the Campaign Invitation.

Posting Rules means the content, brand-safety and disclosure rules applicable to content you publish in connection with a Program, including a Campaign Post, 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 Campaign Post, 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 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, the Posting Rules, 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.

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.

Supplied Media means images, video, audio, logos, text or other material an Organisation supplies for use in a Campaign Post.

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, and any permitted or prohibited promotional channels. Before you accept a Campaign, the Campaign Invitation shows the details set out in clause 9.3.

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 or of any Campaign Payment. It arranges for those amounts to be charged to the Organisation and paid directly to you as the Organisation's agent, and as your agent for the purpose of receiving it;

• 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 Platform's methods for suggesting Advocates for Campaigns and for calculating Performance Bonuses consistently, and will not vary 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 and Campaign Payments are charged to the Organisation's payment method and paid directly to your Connected Account using Stripe Connect. Utogi is the Stripe Connect platform, you hold a Connected Account, and the Organisation is the paying customer. Utogi takes its Platform Commission Fee or Campaign Fee as an application fee at the time of payment. Utogi does not pool or hold these funds. 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

• Campaign Payments that fall due are held, are not charged to the Organisation, and are retried automatically once your onboarding is complete.

We will notify you if your onboarding is incomplete or if your Connected Account is restricted, including a reminder when a new payment is waiting for you. If you have not completed onboarding within 12 months after an amount first falls due, we may cancel that amount so that it is not charged to the Organisation, and you will then have no claim for it. We 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 taken from the Referral Commission as an application fee at the point it is paid to you. The balance, less any Payment Processing Costs, 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, less any Payment Processing Costs, 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.

The authority in this clause applies in the same way to Campaign Payments payable to you by an Organisation.

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, the Campaign Fee, Payment Processing Costs, payout processing fees, 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.

Payment Processing Costs are deducted from your share of each payment, not added to the Organisation's cost. They are estimated when the payment is made and replaced with Stripe's actual figures once the payment settles. If the actual cost is lower than the estimate, the difference is added to your next payment from that Organisation. If it is higher, Utogi bears the difference. Your payment breakdown in the Advocate Portal shows the gross amount, card processing, currency conversion, our fee and the amount you received.

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 and Campaign Payments depend on the Organisation paying them. 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 payout threshold may apply to payouts from your Connected Account, as disclosed in the Advocate Portal. 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. Campaigns

9.1 What a Campaign is

An Organisation may run a Campaign through the Platform, under which it offers to pay Advocates to publish content about its Program in line with a Campaign Brief. A Campaign may offer a Post Payment, a Performance Bonus, both, or neither. Where a Campaign offers neither, it is a referral-only Campaign and you earn only any Referral Commission that arises from your post under clause 7.

9.2 The Organisation is the payer

Each Campaign Payment is payable to you by the Organisation that runs the Campaign, as consideration for the promotional services you supply to it by publishing the Campaign Post. Utogi is not the payer of any Campaign Payment, does not fund Campaigns, and has no liability to you for a Campaign Payment. Clauses 7.2, 8.9 and 8.10 apply to Campaign Payments as they apply to Referral Commission, and your claim for an unpaid Campaign Payment is against the Organisation.

9.3 Campaign Invitations

You may receive a Campaign Invitation because the Organisation chose you, because the Platform suggested you to the Organisation, or because you followed a Campaign link or landing page. If you join through a link and are not yet enrolled in the Program, accepting the Campaign also enrols you in the Program and you accept its Program Terms. Before you accept, the Campaign Invitation shows you:

• the Campaign Brief, the Supplied Media and the platforms on which a Campaign Post counts;

• the Post Payment, whether a Performance Bonus is available, the metrics, weightings and target used to score it, and the maximum Performance Bonus;

• the amount the Organisation pays and the estimated amount you will receive after the Campaign Fee and Payment Processing Costs;

• the deadlines under clause 9.5, the Measurement Window and when each Campaign Payment falls due; and

• the Posting Rules and the Prescribed Disclosure.

9.4 No obligation and no guarantee of invitation

You do not have to accept a Campaign Invitation. Declining one, or letting one expire, is not a breach of these Terms and has no effect on your standing. Being invited is not guaranteed. The Platform may suggest Advocates to an Organisation using factors including audience reach, location and past campaign performance, but the Organisation decides whom to invite. A Campaign may have a limited number of places, and places may be filled, or the Campaign cancelled or ended, before you accept.

9.5 Deadlines

Unless the Campaign Invitation states otherwise, you have 30 days from the invitation to accept it, and 30 days from accepting to publish your Campaign Post. We will send you reminders before each deadline, but meeting them is your responsibility. If you do not publish a Campaign Post before the posting deadline, your place in the Campaign lapses and no Campaign Payment is payable.

9.6 Accepting and publishing

To accept a Campaign you must read the Campaign Brief and acknowledge the Posting Rules, the Prescribed Disclosure and the paid-partnership rules shown to you. We record your acknowledgement, the date and time, and a copy of the Posting Rules you were shown, and may rely on that record as evidence. When you publish a Campaign Post you must:

• publish on a platform permitted by the Campaign, from a Connected Social Account or on the Utogi feed;

• use the Supplied Media and any caption the Campaign Brief marks as required;

• keep the Organisation tag and the Prescribed Disclosure that the Platform pre-fills, and use any paid-partnership or branded-content label the platform provides;

• ensure the content genuinely features the Organisation and, apart from the Supplied Media, is your own original content; and

• comply with the Posting Rules, the Program Terms and clause 13.

9.7 Post Payment

Once you have published a Campaign Post, the Post Payment falls due at the end of the post payment delay stated in the Campaign, which is 5 days after publication unless the Campaign states otherwise. It is then charged to the Organisation and paid to your Connected Account, less the Campaign Fee and Payment Processing Costs. No Post Payment is payable if, before it falls due, the post is removed or ceases to comply under clause 9.10.

9.8 Performance Bonus

Where a Campaign offers a Performance Bonus, engagement on your Campaign Post is measured over the Measurement Window using the metrics the Campaign specifies, such as views or reach, likes, comments and shares. When the Measurement Window closes, the Platform calculates a score by applying the Organisation's weightings to that engagement and comparing the result with the Organisation's target, capped at 100%. The Performance Bonus is the maximum Performance Bonus multiplied by that score. It is then charged to the Organisation and paid in the same way as the Post Payment. If the score is zero, no Performance Bonus is payable.

9.9 Engagement figures are final when the Measurement Window closes

Engagement figures come from the relevant social media platform, through your Connected Social Account and our Connector Provider, and are used as reported. When the Measurement Window closes, the figures and the Performance Bonus are final. Later engagement, later changes made by the platform, and manual or scheduled refreshes do not change them. We may exclude engagement we reasonably believe to be artificial under clause 14. If figures are unavailable through no fault of yours, we may calculate the Performance Bonus on the best evidence reasonably available to us. Clause 12 applies to a dispute about how a Campaign Payment was calculated, but not to the figures a platform reported.

9.10 Keeping your Campaign Post live and compliant

You must keep each Campaign Post published, unchanged in any material respect, compliant, and on a connected account from which it can be verified, until the Measurement Window closes. If, before a Campaign Payment falls due, you delete, archive, hide or make private the Campaign Post, remove the Organisation tag or the Prescribed Disclosure, disconnect or change the account so that the post cannot be verified, or the post otherwise breaches the Posting Rules, the Program Terms or clause 13 or 14, then that Campaign Payment and any later Campaign Payment for that post are not payable.

If a Campaign Payment has already been paid and we reasonably determine that the Campaign Post breached the Posting Rules, the Program Terms or clause 13 or 14 at the time it was paid, the Organisation may ask us to recover it and we may do so under clause 11.2.

Where a Campaign Post is removed at the Organisation's request, or by the platform for a reason not attributable to you, the Post Payment remains payable and any Performance Bonus is calculated on the engagement recorded up to removal. Where we cannot verify a Campaign Post through no fault of yours, including because of a platform outage or a change to a platform's interface, we will not treat that as a breach and may verify the post by other reasonable means.

9.11 Changes to and cancellation of a Campaign

The Organisation may change the title and subtitle of a Campaign after it goes live. Once you have accepted a Campaign, the Post Payment, Performance Bonus terms, Measurement Window and deadlines that applied when you accepted do not change without your agreement. The Organisation may cancel a Campaign at any time. If it is cancelled before you publish a Campaign Post, no Campaign Payment is payable. Cancellation does not affect a Campaign Payment for a Campaign Post you published before the cancellation.

9.12 Held payments

If your Connected Account is not able to receive a Campaign Payment when it falls due, the payment is held, is not charged to the Organisation, and is retried automatically, and clause 8.2 applies. If the Organisation's payment method fails, clause 8.10 applies.

9.13 The Campaign Fee

We charge you a Campaign Fee for the Platform services we supply to you in connection with Campaigns. It is a percentage of each Campaign Payment, is shown in the Campaign Invitation before you accept, and is taken as an application fee when the Campaign Payment is paid. The percentage that applies to a Campaign Payment is fixed when that payment is scheduled, and a later change to the Campaign Fee does not affect it. The full Campaign Payment is your gross income for tax purposes, and clauses 8.5 and 8.6 apply to it as they apply to Referral Commission.

For example, if the Post Payment is $100.00 and the Campaign Fee is 20%, we take $20.00 and $80.00, less any Payment Processing Costs, is credited to your Connected Account.

9.14 Connected Social Accounts

To publish a Campaign Post on a third-party social media platform, you must connect the account you will publish from to the Platform, and keep it connected until the Measurement Window closes.

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 publishing posts at your instruction, suggesting you for Campaigns, verifying Campaign Posts, measuring engagement and calculating Performance Bonuses, detecting artificial activity, reporting to the Organisation that runs a Campaign, 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 Campaign 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 Campaign 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 9.17 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 9.10 applies where a Campaign Post cannot be verified because you did not maintain it.

9.15 Dependence on third-party platforms

Our ability to operate Campaigns 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 platforms or metrics available for Campaigns, change the way engagement is measured, verify posts by other reasonable means, or suspend or discontinue Campaigns for that platform. No compensation is payable. A Campaign Post you have already published is dealt with under clauses 9.9 and 9.10.

9.16 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 Campaign Post exists and no Campaign Payment is payable for it. You may try again before the posting deadline in clause 9.5. We are not liable for a post that fails to publish or publishes late, or for the loss of a place in a Campaign as a result, and no compensation is payable.

If a Campaign 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.

9.17 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 operating the Platform. 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 pause a Campaign, extend a posting deadline or Measurement Window, or verify a Campaign Post by other reasonable means. Clause 9.15 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.

9.18 No guarantee of results

We do not guarantee that you will receive any Campaign Invitation, that a Campaign Post will achieve any reach or engagement, that you will earn any Performance Bonus, or that a Campaign Post will produce any Attributable Sale.

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 any Campaign.

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, any Campaign 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.

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 or Campaign Payment 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 Campaign Post you must use the Prescribed Disclosure for that Program and meet the terms of the platforms your are posting on, 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 before the Measurement Window closes. A post that does not carry the Prescribed Disclosure is not a compliant Campaign Post, and clause 9.10 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 Campaign 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 Campaign 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 Supplied Media or other 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 being suggested for a Campaign or increasing a Performance Bonus. 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.

A Campaign Payment is consideration for a supply you make to the Organisation that runs the Campaign, and is treated for GST purposes in the same way as Referral Commission.

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 Campaign Payments paid to you, the Campaign Fee and Payment Processing Costs deducted, 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 providing you with the Advocate Portal, and suggesting you to Organisations for Campaigns using information including your location, audience reach and past campaign performance.

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 Platform's methods for suggesting Advocates for Campaigns, 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, its methods for suggesting Advocates and scoring Campaigns, 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 Campaign Post for which a Campaign Payment 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.

For a Campaign Post, the licence to the Organisation includes the right to reshare, repost, embed and display the Campaign Post, with credit to you, on the Organisation's own website, social media accounts and Utogi feed. It does not include the right to edit the Campaign Post or to use it in paid advertising, unless you agree to that separately.

The Organisation licenses its Supplied Media to you for use in the relevant Campaign Post only. You must not use Supplied Media for any other purpose, or alter it in a way the Campaign Brief does not permit.

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 Campaign 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;

• where you published a Campaign Post before termination and it remains published and compliant, the Campaign Payments for it remain payable under clause 9, unless the termination is for fraud, abuse, manipulation or a material breach by you connected with that Campaign Post; 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 and Campaign Payments 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 Platform Commission Fee, the Campaign 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 a Campaign Payment already scheduled or paid, or to a Campaign you have already accepted.

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 9.6, 9.10, 13, 14, 17.2, 17.3 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, 9.2, 9.7 to 9.10, 9.13, 9.14, 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, less any Payment Processing Costs, 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 amount you receive.

Worked example: Campaign. Business X runs a Campaign with a Post Payment of $100, a maximum Performance Bonus of $50 scored on views and likes against a target of 10,000, a Measurement Window of 30 days and a Campaign Fee of 20%.

• Day 0: you accept the Campaign, acknowledge the Posting Rules and publish your Campaign Post with the pre-filled tag and #ad disclosure.

• Day 5: the Post Payment falls due. Business X is charged $100. We take $20 and $80, less Payment Processing Costs, is credited to your Connected Account.

• Days 0 to 30: your post stays published, unedited and compliant, and its engagement is measured.

• Day 30: the Measurement Window closes and your weighted engagement is 6,000 against the 10,000 target, a score of 60%. The Performance Bonus is $30. Business X is charged $30, we take $6, and $24, less Payment Processing Costs, is credited to you. The figures are now final.

• Your gross income from the Campaign is $130 and your expense to us is $26. Account for tax on that basis.