The Network Software Limited — Advocate Terms & Conditions

Effective Date: 13 August 2026 Version: 3

These Advocate Terms & Conditions (these Terms, or the Advocate Terms) form an agreement between you (the Advocate, you, your) and The Network Software Limited, NZBN 9429048076104 (The Network, we, us, our), governing your access to and use of The Network's software platform and your participation in The Network's Advocate network.

The Advocate is sometimes referred to as an Affiliate. Both terms refer to the same role.

You must read these Terms carefully. You must not use the Platform unless you have read and accepted these Terms.

1. Definitions

Advocate Account means your account on the Platform.

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

Advocate Portal means the dashboard and tools made available by The Network to Advocates, including any successor URLs, interfaces, CRM tools, contact management tools, lead tracking tools, workflow tools, communication tools, reporting tools, and related Platform functionality.

Ambassador Activity means any activity performed by an Advocate in connection with a Program that contributes to the promotion, growth, or success of that Program, including (without limitation) mentoring, training, coaching, content creation, social media posting, tagging, commenting, audience engagement, network growth, follower growth, motivating other Advocates, sharing, and any other activity specified in the Ambassador Eligibility for that Program and measured by The Network from time to time.

Ambassador Algorithm means The Network’s proprietary algorithm used to measure an Advocate’s Ambassador Activity and to calculate the distribution of Ambassador Payment, as determined and modified by The Network in its sole discretion from time to time. The Ambassador Algorithm may take into account factors including (without limitation) follower growth, social media posting frequency, tagging, commenting, audience engagement, content reach, mentoring activity, network growth, and any other factors The Network considers relevant.

Ambassador Payment (Also known as the Influencer Fund) is a payment for service by The Network to an Advocate for partaking in influencer activities on the platform.    The amount payable is solely at the The Network’s discretion and is calculated based on a proprietary algorithm based on factors that may include network growth, content creation, engagement, tagging, follower activity, and other metrics determined by The Network from time to time, as further defined under the Advocate Terms and the relevant Program Terms.

Ambassador Eligibility means the Program-specific eligibility requirements an Advocate must satisfy and continue to satisfy in order to earn Ambassador Payment in that Program, set by the Organisation and The Network within the Ambassador Guardrails.

Ambassador Guardrails means the Network-defined minimum standards applicable to all Ambassador Eligibility design, as set out in clause 8.5.

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

Attribution Window means the time period after a Qualifying Click or eligible code use during which a Conversion Event may be attributed. The default Attribution Window is 30 days, unless the applicable Program Terms specify otherwise.

Commission means Sales Commission, Ambassador Payment, or any combination of them, as the context requires.

Commission Pool means the amount paid by an Organisation to The Network in respect of an Attributable Sale, from which Sales Commission, Ambassador Payment, and The Network's own retained margin are funded.

Conversion Event means the event that triggers commission eligibility under a Program. This includes a successful payment event where 45 days has occurred after the initial transaction where no refund has been made by the Program, or any other qualifying transaction or activity specified in the applicable Program Terms.

Coupon Code means a discount or promo code assigned to you, or generated by you through Platform tools, that may be used to attribute a Conversion Event to you.

CRM Data means any contact data, lead data, customer data, notes, activity history, communications data, workflow data, or other information you create, upload, collect, store, manage, or use through any CRM, contact management, lead tracking, workflow, communication, or related Platform functionality.

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

Ledger means The Network's accounting records on the Platform recording commissions, holds, reserves, adjustments, reversals, fees, deductions, payouts, and related entries.

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

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

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

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

Program Terms means the terms, settings, commercial parameters, and operating rules applicable to a specific Program, including commission rates, Ambassador Eligibility, attribution rules, Attribution Window, reserves, permitted and prohibited promotional channels, eligibility criteria, and any other Program-specific rules that you must accept in order to participate.

Program Summary Box means the on-screen summary of key Program Terms shown at enrolment and on material changes.

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 Code means a code assigned to you that can be used to attribute a Conversion Event to you.

Reserve means a percentage or amount from Commission that is not yet payable, in order to cover refunds, chargebacks, reversals, disputes, or related risk, as set out in the applicable Program Terms.

Sales Commission means a commission paid by The Network to an Advocate for a successful Attributable Sale, as further described in clause 7.

Stripe means Stripe, Inc. and its related payment processing, billing, webhook, event, and transaction products.

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

2. Acceptance, Network participation, Program participation, and versioning

2.1 Acceptance

By creating an Advocate Account, clicking "I agree" or similar, accessing or using the Advocate Portal, accessing or using any CRM or related Platform feature, or participating in any Program, you agree to these Terms.

2.2 Joining the Advocate Network

By creating an Advocate Account, you join the Advocate Network operated by The Network.

2.3 Joining a Program

Your membership in the Advocate Network is separate from your participation in any particular Program. Once part of the Advocate Network, you may apply for, accept, join, or participate in one or more Programs through the Platform.

You must accept the applicable Program Terms (including any Ambassador Eligibility requirements) for each Program you wish to join. The relevant Organisation may approve or refuse your participation in its Program at its discretion.

2.4 The Network is your sole counterparty

You acknowledge and agree that, in respect of your activity under these Terms and any Program:

(a) The Network is the only party with which you have a contractual or financial relationship; (b) The Network is the sole payer of any Commission earned by you; (c) you do not have any direct contractual, employment, agency, or financial relationship with any Organisation by reason of your participation in a Program; (d) any Organisation-set Program Terms apply to you because The Network has agreed with the Organisation that they will, not because you have a direct agreement with the Organisation.

2.5 Responsibility for Platform use

You are solely responsible for use of the Platform through your Advocate Account, including any CRM, contact management, lead tracking, workflow, communication, or related functionality. This includes responsibility for:

• the lawfulness, accuracy, completeness, and appropriateness of any data, content, records, notes, communications, CRM Data, or materials you create, upload, collect, store, send, manage, or use through the Platform;
• ensuring you have all necessary rights, notices, permissions, consents, and legal grounds (where required by applicable law) to collect, upload, store, use, disclose, or communicate any personal information or other data through the Platform;
• complying with all applicable privacy, data protection, direct marketing, anti-spam, consumer, and other laws relevant to your use of the Platform and any data or communications handled through it;
• access or use of your Advocate Account by any third party, whether authorised by you or not.

2.6 No legal or compliance approval

The availability of any feature, workflow, automation, CRM tool, communication tool, template, reporting tool, compliance setting, or data field within the Platform does not constitute legal, tax, privacy (including the Privacy Act 2020), regulatory, marketing, or commercial approval of your use of that feature or of any activity carried out by you through the Platform.

2.7 Organisation is the seller, not The Network

You acknowledge that, in respect of any product or service promoted through the Platform:

(a) the Organisation is the seller, supplier, and merchant of record; (b) any purchase by a Customer is a transaction directly between the Customer and the Organisation; (c) The Network is not the seller, supplier, merchant of record, agent, distributor, or reseller in respect of any such product or service; (d) The Network does not control product or service quality, pricing, refunds, delivery, customer service, warranties, or any other aspect of the Customer relationship; (e) any dispute about product quality, delivery, refunds, warranties, or customer service must be resolved directly with the relevant Organisation, in accordance with applicable laws.

2.8 Version records

The Platform may store records of your acceptance of these Terms and any applicable Program Terms, including the version accepted and the date and time of acceptance.

2.9 Order of precedence

To the extent of any conflict between these Terms and a Program's Program Terms, these Terms apply, unless otherwise expressly agreed by The Network in writing.

3. Independent contractor relationship and authority

3.1 Independent contractor

You participate in the Advocate Network as an independent participant. Nothing in these Terms creates any partnership, employment relationship, agency, joint venture, fiduciary relationship, or other relationship of representation between you and The Network, or between you and any Organisation.

3.2 Business use only

You acknowledge and agree that you access and use the Platform, participate in the Advocate Network, and participate in any Program in trade and for the purposes of a business, and not as a consumer.

3.3 Your business, your risk

Your participation is undertaken solely in your own capacity. You are responsible for your own business decisions, promotional activities, marketing methods, customer interactions, compliance obligations, tax obligations, costs, expenses, and use of the Platform.

3.4 No authority

You do not have authority to act for, represent, make statements on behalf of, create obligations for, or bind The Network or any Organisation, unless expressly authorised in writing outside the Platform.

3.5 No employment by Network or Organisation

Your participation in the Advocate Network does not make you an employee, contractor, agent, reseller, franchisee, partner, or representative of any Organisation by reason of your use of the Platform, participation in a Program, promotion of products or services, or use of referral links or codes. You are an independent contractor of The Network for the limited purposes of these Terms.

3.6 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 The Network or any Organisation;
• you have authority to negotiate, contract, make promises, give warranties, offer refunds, settle disputes, or otherwise bind The Network or any Organisation;
• The Network is the provider, seller, merchant of record, or owner of any product or service promoted by an Organisation through the Platform.

3.7 Network's role

You acknowledge and agree that:

• The Network operates and controls the Platform and the Advocate Network;
• The Network has been appointed by each Organisation as the Organisation's authorised referral partner, and you operate as a promoter within The Network's Advocate Network;
• Organisations make Programs available through the Platform but do not own the Advocate Network, your Advocate Account, or your general participation in the Network;
• Your participation in one Program does not prevent you from participating in other Programs, except to the extent restricted by applicable and lawful Program Terms or Platform rules;
• where you invite, refer, or recruit another person to join the Advocate Network, that person joins as an independent Advocate of The Network and not as your employee, agent, asset, or property.

3.8 Good faith

You must act in good faith in all dealings relating to the Platform, The Network, any Organisation, any Program, and any other Advocate.

4. Your account, security, and account transfers

4.1 Accurate information

You must provide accurate, complete, and up-to-date information when creating and maintaining your Advocate Account, including contact details, payout or bank account details, tax information, identity information, and any other information reasonably requested.

4.2 Security

You are responsible for maintaining the confidentiality and security of your login credentials and for all activity carried out through your Advocate Account.

4.3 Incident notification

You must promptly notify The Network if you believe your Advocate Account has been compromised or if there has been any suspected unauthorised access, misuse, fraud, data breach, security incident, or other issue affecting your Advocate Account or any data held through it.

4.4 Your responsibility for your data

You are solely responsible for the lawfulness, accuracy, completeness, and appropriateness of any data, content, notes, communications, records, materials, or CRM Data you create, upload, collect, store, manage, send, or use through your Advocate Account, and for ensuring that any personal information has been obtained, stored, used, disclosed, and handled lawfully.

4.5 Account transfers

Advocate Accounts are personal to you and may not be sold, assigned, or transferred to any other person.

5. Tracking links, referral codes, coupon codes, and attribution tools

5.1 Tools provided

The Platform may provide you with Tracking Links, Referral Codes, Coupon Codes, and other attribution, referral, or promotional tools.

5.2 Use only as permitted

You must use any such tools only as provided through the Platform and only in compliance with these Terms, the applicable Program Terms, and any instructions or restrictions imposed by The Network or the relevant Organisation through the Platform.

5.3 Prohibited conduct

You must not:

• modify, obscure, manipulate, interfere with, or misuse any Tracking Link, Referral Code, Coupon Code, attribution parameter, or related tracking mechanism, except where the Platform expressly permits it;
• use forced-click mechanisms, cookie stuffing, deceptive redirects, bots, automated scripts, scraped or guessed codes, brute force methods, or other misleading, artificial, or manipulative methods to generate attribution or commissions;
• use attribution tools in any manner that is unlawful, deceptive, misleading, unfair, or inconsistent with these Terms, the applicable Program Terms, or the intended operation of the Platform.

5.4 No guarantee of tracking

Tracking, attribution, and commission eligibility may depend on third-party systems, payment event data, customer behaviour, browser settings, privacy controls, ad blockers, code usage, Program settings, attribution rules, and other technical or operational factors. The Network does not guarantee that every click, referral, code use, transaction, customer interaction, or other event will be tracked, attributed, or treated as commission-eligible.

5.5 Network's right to suspend or replace tools

The Network may suspend, restrict, modify, cancel, invalidate, or replace any Tracking Link, Referral Code, Coupon Code, attribution record, or related tool where it reasonably considers this necessary for security, fraud prevention, compliance, technical integrity, operational reasons, correction of errors, enforcement of these Terms or Program Terms, or protection of the Platform, the Advocate Network, any Organisation, any Advocate, or any Customer.

6. Attribution policy, coupon priority, tie-breakers, and audit logging

6.1 Default Attribution Window

Unless the applicable Program Terms specify otherwise, the default Attribution Window is 30 days.

6.2 Default Attribution Mode

Unless the applicable Program Terms specify otherwise, the default Attribution Mode is coupon-priority.

6.3 Coupon-priority

For Programs using coupon-priority attribution, if an eligible Referral Code or Coupon Code assigned to an Advocate is used for a Conversion Event, attribution will be assigned to that Advocate regardless of click history, subject to these Terms, the applicable Program Terms, fraud controls, compliance checks, and any correction permitted under these Terms.

6.4 Multiple codes

If multiple eligible Referral Codes or Coupon Codes are used or associated with the same Conversion Event, the last-applied eligible code recorded by the relevant checkout, transaction, or payment system prevails unless the applicable Program Terms expressly provide otherwise.

6.5 Multiple clicks

If multiple Qualifying Clicks compete for attribution in a non-coupon-priority context, the Platform may apply the applicable Attribution Mode and, where necessary, deterministic tie-breakers including timestamps, event order, unique event identifiers, and other reasonable system logic used to maintain consistency and integrity.

6.6 Manual overrides

The Network and, where applicable, an Organisation acting through the Platform, may manually override, correct, or adjust attribution only where reasonably necessary for:

• suspected or confirmed fraud;
• duplicate transaction or duplicate claim correction;
• documented customer support correction;
• system error, data discrepancy, or technical failure;
• compliance, legal, or operational reasons reasonably requiring correction.

6.7 Effect of overrides

Manual overrides may affect commission eligibility, commission amount, Ledger treatment, reporting, payout timing, or related records where reasonably necessary to reflect the correct outcome.

6.8 Audit logs

Manual overrides, corrections, and attribution adjustments must be recorded in Platform audit logs, including (where reasonably available) the reason, actor, time, and affected records.

6.9 No guarantee

The Network does not guarantee that attribution will always be error-free, complete, or uninterrupted, and may correct any attribution record, commission treatment, or related Ledger entry where reasonably necessary to reflect the correct outcome.

7. Sales Commission

7.1 Definition

Sales Commission is a commission paid by The Network to an Advocate for a successful Attributable Sale, calculated under the applicable Program Terms.

7.2 Eligibility

You are eligible to be paid Sales Commission in a Program if:

(a) you have been approved by the Organisation to participate in that Program (or approval has been delegated to The Network and granted); (b) the Conversion Event is successfully attributed to you under clauses 5 and 6; (c) the Conversion Event satisfies the applicable Program Terms; (d) you remain in good standing under these Terms and the applicable Program Terms; (e) you meet the minimum requirements for distribution for that particular month (as applicable); (f) no reversal, dispute, fraud, or compliance event has occurred that disqualifies the Conversion Event.

7.3 Calculation

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

7.4 Commission lifecycle

Sales Commission may pass through one or more stages on the Platform, including:

• Pending — the initial transaction has been recorded, but is not yet eligible for payment because the Conversion Event period of 45 days has not lapsed. During this period, the Pending amount is considered a draft only and is not considered earned or Payable.
• Posted or Payable ---Commission is treated as payable, subject to Reserves, deductions, reversals, disputes, compliance checks, and these Terms.

7.5 One-off, recurring, and lifetime Sales Commission

A Program may offer one-off, recurring Sales Commission, or a combination, as specified in the applicable Program Terms.

Unless the applicable Program Terms expressly provide for recurring Sales Commission, Sales Commission is earned only in respect of the specific Conversion Event to which it relates and does not create any continuing entitlement.

Where recurring Sales Commission is offered, those arrangements are governed by the applicable Program Terms in effect at the time the relevant arrangement was established, subject to these Terms and any lawful correction, reversal, or compliance action permitted under them.

7.6 No guaranteed earnings

Participation in any Program does not guarantee that you will earn Sales Commission or any particular level of earnings. Sales Commission depends on successful attribution of eligible Conversion Events, the applicable Program Terms, the continued operation of the relevant Program, the continued payment by the Organisation to The Network of amounts funding the Commission Pool, and any fraud, compliance, reversal, or other condition affecting the Program.

7.7 Calculation errors

Sales Commission calculations are performed automatically by the Platform and may contain errors, delays, or inaccuracies in tracking, attribution, reporting, or commission calculations.

To the maximum extent permitted by law, The Network does not guarantee the accuracy or completeness of commission calculations and is not liable for any error, omission, delay, or discrepancy except to the extent required by applicable law.

The Network may correct any error or inaccuracy in the Ledger, including by adjusting, reversing, recalculating, withholding, reclassifying, or otherwise correcting Commissions or related records where reasonably necessary.

8. Ambassador Payment

8.1 What Ambassador Payment is, and is not

Ambassador Payment is a commission paid by The Network to an eligible Advocate based on that Advocate’s measurable Ambassador Activity in respect of a Program, as calculated by the Ambassador Algorithm.

Ambassador Payment is payment for genuine, measurable services actually rendered. It is not a recruitment commission, an introduction fee, a passive income stream, or a reward for the mere existence of a network of followers. The Ambassador Activity that earns Ambassador Payment must be genuine and measurable through the Platform or through reasonable evidence available to The Network.

8.2 Eligibility

You are eligible to earn Ambassador Payment in 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, and you satisfy and continue to satisfy the Ambassador Eligibility requirements for that Program throughout the relevant qualifying period.

If at any time you do not satisfy the Ambassador Eligibility for a Program, you immediately cease to earn Ambassador Payment in that Program for any period in which you are not eligible. Ambassador Payment already paid in respect of earlier qualifying periods is not retroactively forfeited, but pending or future Ambassador Payment for periods of ineligibility is forfeited.

8.3 Ambassador Eligibility set per Program

Ambassador Eligibility is set per Program. Different Programs may require different combinations of Ambassador Activity, performance thresholds, or other requirements.

8.4 Where Ambassador Eligibility appears

Ambassador Eligibility for each Program is set out in that Program's Program Summary Box and Program Terms, and may be updated by The Network and the Organisation from time to time. Changes apply prospectively only.

8.5 Ambassador Guardrails

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

(a) Genuine activity. Ambassador Activity must consist of activity that has value to Customers, other Advocates, or the Program — for example, social media posting, content creation, audience engagement, mentoring, training, motivating other Advocates, network growth, or platform-based education.

(b) Verifiable. Ambassador Activity must be capable of being verified through the Platform, through the Ambassador Algorithm, through Organisation records, or through reasonable evidence. The Network may require evidence at any time.

(c) 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 an Advocate for Ambassador Payment.

(d) Ongoing eligibility. Ambassador Eligibility must require ongoing satisfaction of the requirements. Eligibility cannot be permanently vested or grandfathered.

(e) No pay-to-qualify. No Ambassador Eligibility requirement may require an Advocate to pay any amount to qualify for, maintain, or remain eligible for Ambassador Payment.

(f) Connection to Program activity. Ambassador Payment may only be paid in respect of a Program where the Advocate has a real and substantive connection to the Program through ongoing Ambassador Activity. Ambassador Payment will not be paid to an Advocate who has no relevant Ambassador Activity connection to the Program during the applicable period.

8.6 Network's right to set, modify, or refuse Ambassador Eligibility

The Network has sole discretion to:

(a) set, modify, or require modification of Ambassador Eligibility for any Program; (b) refuse to enable Ambassador Payment for any Program whose Ambassador Eligibility does not satisfy the Ambassador Guardrails; (c) suspend or terminate Ambassador Payment in any Program where the actual operation of the Ambassador Payment scheme appears, in The Network's reasonable opinion, to drift outside the Ambassador Guardrails; (d) audit any Advocate's Ambassador Activity and require evidence of compliance; (e) intervene where regulatory, legal, reputational, or compliance risk arises from Ambassador Payment as actually operated.

8.7 Calculation and lifecycle

Ambassador Payment is calculated by the Platform using the Ambassador Algorithm in accordance with the applicable Program Terms and the Advocate's Ambassador Activity records. The weighting, methodology, inputs, and outputs of the Ambassador Algorithm are determined by The Network in its sole discretion and may be modified from time to time, provided that material changes apply prospectively in accordance with clause 25.

Ambassador Payment passes through the same Not-Payable →Pending → Posted/Payable lifecycle as Sales Commission, and is subject to the same Conversion Events, Reserve, dispute, reversal, fraud, minimum requirements and compliance machinery.

8.8 Network’s discretion and retention

The portion of the Commission Pool allocated to Ambassador Payment for a given Program or period is determined by The Network. The Network will not distribute the entire amount allocated to Ambassador Payment at all where the Ambassador Algorithm determines that Advocates’ Ambassador Activity does not meet the minimum requirements for distribution for that particular month, and the Ambassador renounces any entitlement to Ambassador Payment for that particular month.

8.9 No detailed breakdown

The Network is not required to disclose the detailed calculation, weighting, methodology, or factor-by-factor breakdown of the Ambassador Algorithm or of any individual Ambassador Payment payment. The Platform may display the aggregate Ambassador Payment amount payable to you without a breakdown of the contributing factors.

8.10 No guarantee

Participation in any Program does not guarantee that you will earn Ambassador Payment or any particular level of Ambassador Payment. Ambassador Payment depends on the existence of an Ambassador Payment element in the applicable Program, the measurement of your Ambassador Activity by the Ambassador Algorithm, the availability of a Commission Pool sufficient to fund Ambassador Payment, The Network’s discretion as to distribution, and all other conditions in these Terms.

9. Commission Pool, Network as payer, and no Organisation liability

9.1 Commission Pool

For each Attributable Sale, the relevant Organisation pays The Network a single consolidated commission, which may form the Commission Pool for that sale. The Network allocates the Commission Pool between:

(a) Sales Commission payable to the relevant Advocate subject to the minimum requirements for distribution for a particular month; (b) Ambassador Payment payable to eligible Advocates (if any) in respect of the Program; (c) The Network's own retained margin.

9.2 Network is sole payer

The Network is the sole payer of any Commission. No Organisation has any payment obligation to you in respect of any Commission, and you have no claim against any Organisation for any Commission, payout, dispute, or related amount.

9.3 Network's allocation

The Network determines, in its sole discretion, the allocation of the Commission Pool between Sales Commission, Ambassador Payment, and its retained margin. The Network may set different allocations for different Programs and may modify allocations from time to time. Material changes apply prospectively in accordance with clause 25.

9.4 No reliance on Organisation

You must not rely on any Organisation for payment of Commission. Your entitlement to Commission depends on:

(a) the relevant Organisation paying The Network the consolidated commission funding the Commission Pool; and (b) The Network distributing the Commission Pool to you in accordance with these Terms.

9.5 Funding risk

If an Organisation fails to pay The Network amounts that would have funded the Commission Pool for a relevant period (whether due to insolvency, dispute, suspension, refund clawback, or otherwise), The Network is not obliged to pay Commission for that period, and may suspend, delay, withhold, reduce, cancel, or reverse Commissions related to the unfunded period.

The Network may, but is not required to, advance Commission to you in anticipation of Organisation funding. Any such advance does not create an obligation for The Network to do so again or to continue doing so.

10. Refunds, chargebacks, reversals, clawbacks, and negative balances

10.1 Reversal events

If a Conversion Event is refunded, cancelled, charged back, disputed, found to be fraudulent, duplicated, invalid, reversed, or otherwise ceases to qualify under the applicable Program Terms or these Terms, the related Commission or any related Ledger entry may be adjusted, reversed, withheld, reduced, cancelled, or otherwise corrected.

10.2 Post-payout reversals

Reversals, adjustments, deductions, clawbacks, or related recovery actions may occur before or after payout and may be recorded, processed, or recovered through the Platform, including after amounts have been shown as payable or have already been paid out.

10.3 Negative balances

Reversals, adjustments, deductions, fees, clawbacks, or other recovery amounts may create a negative balance in your Ledger.

10.4 Carry-forward and offset

Negative balances may be carried forward and automatically offset against future Commissions, payouts, or other amounts otherwise payable to you through the Platform.

10.5 Invoicing and recovery

The Network may invoice you for any negative balance or recovery amount. You must pay the invoiced amount within 14 days of the invoice date, or within any other period stated on the invoice, unless prohibited by applicable law.

10.6 No cap

Subject to applicable law, there is no cap on reversals, clawbacks, negative balances, offsets, or recovery amounts arising under this clause.

10.7 Ledger and record updates

The Network may update the Ledger, payout records, Program records, and related reporting to reflect any reversal, adjustment, deduction, clawback, negative balance, offset, or recovery action reasonably required under these Terms, the applicable Program Terms, or the intended operation of the Platform.

10.8 No liability for reversal events

To the maximum extent permitted by law, The Network is not responsible or liable for any reduction, reversal, recovery, non-payment, offset, or negative balance arising from a refund, cancellation, chargeback, dispute, fraud event, invalid transaction, or other reversal event affecting the underlying customer transaction or the related Commission.

11. Disputes, evidence, and decisions

11.1 Dispute window

You must submit any dispute relating to attribution, commissions, reversals, deductions, negative balances, payout status, payout amount, Ambassador Eligibility, or related Ledger treatment within 30 days after the relevant entry, status, record, or outcome first appears in the Advocate Portal or is otherwise made available to you through the Platform.

11.2 Required information and evidence

When submitting a dispute, you must provide all information and supporting material reasonably available to you, including (where applicable) click IDs, referral identifiers, code details, tracking information, timestamps, screenshots, communications, account history, order references, payment references, transaction details, Ambassador Activity evidence, payout details, and any other evidence reasonably necessary to assess the dispute.

11.3 Review

The Network and, where relevant, the applicable Organisation may review disputes using Platform records, Program Terms, audit logs, attribution data, payment event data, integration records, customer support records, fraud indicators, and any other information reasonably relevant to the disputed issue.

11.4 Audit logging

Dispute outcomes, decisions, overrides, corrections, and related actions may be reason-coded and recorded in audit logs and may result in adjustments to attribution records, Ledger entries, payout records, Program records, or related reporting where reasonably necessary.

11.5 Finality

If you do not submit a dispute within the dispute window, The Network may treat the relevant entry, status, record, or outcome as accepted, except to the extent correction is otherwise required by applicable law or The Network reasonably decides to investigate or correct the matter.

11.6 No guaranteed outcome

Submission of a dispute does not guarantee that any Commission, attribution outcome, payout, or Ledger entry will be reversed, restored, amended, or paid. The Network is not required to decide any dispute in your favour unless the available evidence reasonably supports that outcome.

12. Payouts, Stripe, FX, fees, verification, and payment risk

12.1 Payout method

Payouts to your nominated bank account are processed through Stripe or such other payout provider or method as The Network may permit or require from time to time, including where required by law, compliance, banking, operational, or Platform requirements.12.2 Advocate payout setup and verification

You must provide accurate, complete, and up-to-date payout details, recipient details, tax information, identity information, and any other information reasonably required for payout processing, verification, compliance, fraud prevention, or banking.

You must complete any verification, KYC, onboarding, or compliance steps required by Stripe, The Network, or any other relevant payment, banking, or compliance provider before payout can be processed.

12.3 Payout currency

Where the Platform allows, you may select a payout currency from the currencies supported by the Platform and the relevant payout provider. Where the currency differs from your payout currency, foreign exchange conversion may apply.

12.4 Foreign exchange and currency risk

Any foreign exchange conversion may be performed using rates, fees, spreads, or methods applied by Stripe or the relevant payout provider at the time of conversion. Exchange rates may fluctuate and you bear the currency risk associated with any such conversion.12.5 Fees, deductions, and payout reductions

Stripe or any other payout provider may apply transfer fees, intermediary fees, receiving bank fees, FX conversion charges, compliance-related charges, returned transfer fees, or other deductions, restrictions, or processing conditions.

Your net payout may be reduced by:

• Platform fees;
• Payout processing fees;
• FX fees or conversion impacts;
• intermediary or receiving bank fees;
• returned transfer fees;
• withholding, deduction, or compliance-related adjustments;
• any other fee, deduction, or adjustment permitted under these Terms, the applicable Program Terms, or applicable law.

12.6 Failed, delayed, returned, or restricted payouts

Payouts may fail, be delayed, suspended, rejected, returned, reduced, or subject to additional verification due to:

• incorrect, incomplete, or outdated recipient details;
• failed verification or KYC checks;
• compliance checks or legal requirements;
• banking procedures or intermediary bank action;
• payout provider outages or processing issues;
• foreign exchange issues;
• failure of the relevant Organisation to fund the Commission Pool;
• fraud-prevention measures;
• any other factor affecting payout processing.

12.7 Organisation payment risk

You acknowledge and agree that the Commission Pool is paid by the relevant Organisation paying The Network. If an Organisation fails to pay the Commission Pool, becomes insolvent, ceases operations, or otherwise fails to meet its obligations, The Network may suspend, delay, reduce, withhold, cancel, or reverse the Platform or the Program (in whole or in part) and this may impact the Network's ability to pay Commissions. Your entitlement to payment is subject to The Network having received the payment from the Organisation.

12.8 Network fees

The Network may charge Platform fees, payout processing fees, or other fees in connection with commissions, payouts, or your use of certain Platform features. Such fees may be deducted from Commissions or payouts. Where reasonably practicable, fees are disclosed in advance through the Platform, the Advocate Portal, the applicable Program Terms, or other relevant Platform materials. Fees charged by third parties (including payout providers) may vary and may not be capable of being disclosed in advance.

12.9 No guarantees

To the maximum extent permitted by law, The Network does not guarantee the timing, completion, success, availability, or uninterrupted operation of any payout, payout provider, or payment workflow.

12.10 No liability for payout issues

To the maximum extent permitted by law, The Network is not responsible or liable for any failed, delayed, reduced, withheld, returned, reversed, incomplete, or cancelled payout arising from:

• insufficient funding by an Organisation;
• incorrect, incomplete, or outdated payout instructions or recipient details;
• payout provider, banking, intermediary, or foreign exchange issues;
• compliance, verification, regulatory, tax, anti-fraud, or legal requirements;
• any act, omission, system failure, or other matter outside The Network's reasonable control.

12.11 Compliance with applicable laws

You must comply with all laws applicable to your activities, audience, location, communications, data use, and receipt of payouts, including laws relating to tax, privacy (including the Privacy Act 2020), direct marketing, anti-spam, consumer protection, electronic messaging, and financial compliance.

13. Standard payout policy, defaults, and inactivity

13.1 Default payout cadence

Unless the applicable Program Terms expressly provide otherwise, Commission is earned and payable on a monthly basis. The default payout cadence is monthly payout batches processed through the Platform. Commission shown as payable in any month relates to Commission earned in respect of that month or the immediately preceding month, and is not an accumulation of amounts held on your behalf over multiple periods.

13.2 Default minimum payout threshold

Unless the applicable Program Terms expressly provide otherwise, the default minimum payout threshold is NZD 50 or the equivalent in your selected or applicable payout currency.

13.3 Program-specific payout rules

Payout timing, thresholds, conditions, Reserves, deductions, fees, verification requirements, and other payout rules may vary by Program.

13.4 Conditions to payout

Even where a Commission is shown as payable, payout remains subject to:

• satisfaction of the applicable payout threshold;
• completion of any required verification, KYC, tax, compliance, fraud, or banking checks;
• accuracy of your payout details and account information;
• any deductions, fees, Reserves, reversals, offsets, or other adjustments permitted under these Terms, the applicable Program Terms, or applicable law;
• The Network having received the relevant funding from the Organisation that funds the Commission Pool.

13.5 Inactivity and account security

If your Advocate Account shows no login and no meaningful account activity for 12 months, The Network may pause, restrict, or require re-verification of your Advocate Account for security, compliance, operational, or fraud-prevention reasons.

13.6 Effect of inactivity measures

Any pause, restriction, or re-verification does not by itself forfeit any posted or otherwise recorded balance standing to your credit, but payout remains subject to these Terms, the applicable Program Terms, verification requirements, security checks, payout thresholds, applicable deductions, and any other lawful restriction or condition applying at the time of payout.

13.7 No guarantee of payout availability

The display of a balance, payout estimate, payout status, or projected payment date in the Advocate Portal does not guarantee that payout will occur on that date or in that amount.

14. Taxes, GST, VAT, withholding, and compliance

14.1 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 all jurisdictions relevant to your activities, residence, business structure, customers, audience, or receipt of Commissions or payouts.

The Network does not provide tax, legal, or accounting advice and does not represent or warrant that any Program, Commission, payout, statement, report, record, or Platform feature satisfies your tax, invoicing, reporting, or record-keeping obligations.

You acknowledge and agree that:

• your participation in any Program does not create any employment, payroll, or tax withholding relationship except where withholding or deduction is required by applicable law;
• you must obtain your own independent professional advice where needed;
• you are responsible for any tax, levy, duty, impost, charge, filing, registration, or reporting obligation arising from your participation in any Program or receipt of any Commission or payout.

14.2 Tax information and self-declaration

You must provide accurate, complete, and up-to-date tax, identity, residency, registration, invoicing, and payout information requested by The Network, Stripe, or any relevant payment, banking, or compliance provider.

You are solely responsible for the accuracy and currency of that information and for any consequences arising from any inaccuracy, omission, or failure to update it.

14.3 Withholding, reporting, and compliance

If applicable law, regulation, tax authority guidance, court order, regulatory requirement, payment provider requirement, banking requirement, audit requirement, or compliance procedure requires any withholding, deduction, remittance, reporting, verification, information collection, disclosure, or other compliance action in connection with any Commission or payout, The Network or Stripe may take such action as is required, including:

• requiring you to provide further information or documentation;
• delaying, withholding, deducting, adjusting, suspending, rejecting, or refusing payouts;
• placing holds on amounts otherwise shown as payable;
• remitting amounts to a relevant authority, intermediary, or third party;
• issuing or storing records, statements, reports, or compliance documents;
• sharing relevant information with auditors, professional advisers, insurers, or regulatory or tax authorities where reasonably required.

Any amount withheld, deducted, or remitted in accordance with this clause reduces the amount otherwise payable to you.

14.4 GST, VAT, and similar taxes

Where applicable, GST, VAT, sales tax, or similar indirect taxes may apply to Commissions, payouts, fees, or other amounts recorded, processed, displayed, or paid through the Platform depending on the jurisdiction, the nature of the supply, the tax status of the parties, and the applicable Program Terms.

Commission amounts displayed in the Platform are tax-exclusive unless expressly stated otherwise.

You are solely responsible for determining whether you are required or entitled to register for, charge, account for, report, or remit any tax in relation to amounts received through the Platform.

14.5 New Zealand GST

If you are registered for New Zealand GST and the applicable Program Terms or Platform settings allow for GST to be added to Commission amounts, GST may be calculated, recorded, displayed, or included separately based on your self-declared status. Any such calculation is administrative only and does not determine whether GST is legally chargeable. You are solely responsible for ensuring any GST treatment you claim is correct.

14.6 Buyer-created taxable supply information

Where permitted by applicable law and agreed by the parties, payout statements or other Platform records may be used to support buyer-created taxable supply information. The availability of any payout statement or Platform record does not by itself create an agreement for buyer-created taxable supply information, guarantee compliance, or remove any obligation on you to issue or retain valid tax documentation where required.

14.7 Tax indemnity

You indemnify and hold harmless The Network, its directors, officers, employees, contractors, and affiliates from and against any claims, liabilities, losses, damages, costs, expenses, penalties, interest, assessments, and legal fees arising out of or in connection with:

• any inaccuracy, omission, misrepresentation, or failure to update tax-related, identity-related, residency-related, registration-related, invoicing-related, or payout-related information provided by you;
• your failure to comply with any tax, withholding, deduction, remittance, reporting, invoicing, disclosure, or record-keeping obligation;
• any claim by a tax authority, regulator, payment provider, bank, or other third party arising from your tax status, tax treatment, registration status, or non-compliance.

14.8 Survival

This clause 14 continues after suspension, termination, payout, or closure of your Advocate Account, to the extent relevant.

15. Promotion rules, CRM use, communications, and content responsibility

15.1 Program-specific and Network-wide restrictions

Your promotional activity, use of referral tools, communications, and use of any CRM or related Platform functionality are subject to these Terms, the applicable Program Terms (set by each Organisation), and any Network-wide rules or restrictions imposed by The Network.

You must comply with the Program Terms set by each Organisation whose Program you participate in, even though those Program Terms are configured by the Organisation through the Platform and your contractual relationship is with The Network only.

15.2 Prohibited conduct

You must not use the Platform or any Tracking Link, Referral Code, Coupon Code, CRM tool, contact management tool, lead tracking tool, workflow tool, communication tool, or other Platform functionality to engage in:

• misleading, deceptive, false, unfair, or unlawful marketing practices;
• spam, unsolicited electronic messaging, or other unlawful outreach;
• automated traffic generation or artificial engagement;
• any promotional or communication method that breaches applicable law, these Terms, or the applicable Program Terms.

15.3 Your responsibility for content and communications

You are solely responsible for all content, communications, materials, campaigns, messages, workflows, records, and other activity you create, publish, distribute, send, store, or use in connection with any Program or through any Platform functionality, including websites, social media posts, advertisements, videos, emails, SMS, CRM records, notes, lead records, customer records, and other promotional or business materials.

15.4 Content standards

You must ensure that all promotional content, customer-facing content, and communications:

• are truthful, accurate, complete, and not misleading or deceptive;
• comply with all applicable advertising, consumer protection, competition, privacy, confidentiality, anti-spam, and direct marketing laws;
• do not infringe any intellectual property rights;
• do not contain defamatory or unlawful statements;
• do not breach your obligations under any contract to which you are a party, including these Terms;
• do not misrepresent your relationship with The Network or any Organisation.

15.5 CRM and data responsibility

Where the Platform makes available CRM, contact management, lead tracking, workflow, communication, or related tools, you are solely responsible for:

• the lawfulness of any CRM Data you create, upload, collect, store, manage, use, disclose, or communicate through those tools;
• ensuring you have all necessary rights, notices, permissions, consents, and legal grounds required;
• ensuring any communication, outreach, automation, workflow, campaign, or contact management activity carried out by you complies with applicable law;
• ensuring that any data entered into the Platform is accurate, relevant, and used only for lawful and legitimate purposes connected with your activity.

15.6 No review or approval by Network

The Network does not review, approve, endorse, or verify your content, CRM Data, communications, outreach, campaigns, or other activity merely because it is created, stored, displayed, managed, transmitted, or made possible through the Platform.

15.7 Platform and third-party policy compliance

You must comply with the policies, rules, and requirements of any platform, service, channel, provider, or communication method you use in connection with your activity.

15.8 Brand and trademark use

You must not use an Organisation's name, trade marks, logos, branding, domain names, social media identifiers, or other brand assets in a way that:

• suggests you are the Organisation;
• impersonates the Organisation;
• creates confusion as to the source of the promotion;
• exceeds any permission granted under the applicable Program Terms.

You must not register domain names containing Organisation trademarks without permission, create social media accounts impersonating an Organisation, or create websites, pages, profiles, or materials that appear to be official Organisation properties unless expressly authorised.

15.9 Coupon and deal site restrictions

Where the applicable Program Terms restrict coupon, deal, cashback, voucher, or similar promotional models, you must comply with those restrictions. You must not scrape coupon codes, distribute codes intended for private or restricted use, create misleading coupon listings, or otherwise breach the applicable Program Terms.

15.10 Responsibility for compliance with laws

Legal requirements may vary depending on the Program, jurisdiction, audience, data type, and communication method. You are solely responsible for understanding and complying with all applicable laws.

15.11 Indemnity for content and communications

You indemnify and hold harmless The Network, the relevant Organisation, and their directors, officers, employees, contractors, and affiliates from and against any claims, losses, damages, liabilities, costs, or expenses arising from your promotional content, CRM Data, communications, outreach, marketing activities, data collection, or misuse of brand assets, except to the extent caused by fraud or wilful misconduct.

16. Disclosures, advertising identification, and anti-spam compliance

16.1 Disclosure required

You must clearly and conspicuously disclose your relationship as an Advocate and any material connection with The Network, an Organisation, or a Program, wherever required by applicable law or industry guidance and in a manner appropriate to the relevant channel, audience, content, and communication method.

16.2 Advertising identification

If you target audiences in New Zealand or in any other jurisdiction requiring advertising identification, you must ensure that advertisements, endorsements, sponsored content, advocate promotions, referral promotions, and similar communications are clearly identifiable as advertising or promotional content as required by applicable law, code, or guidance.

16.3 Disclosure outside New Zealand

If you target audiences outside New Zealand (including the United States, the United Kingdom, the European Union, or any other jurisdiction with disclosure or endorsement rules), you must make disclosures consistent with the applicable laws, regulations, codes, guidance, or platform rules in that jurisdiction.

16.4 Anti-spam and direct marketing compliance

You must comply with all applicable anti-spam, electronic messaging, telemarketing, direct marketing, privacy, and consent laws in connection with any email, SMS, direct message, workflow, automation, CRM communication, contact management activity, or other electronic message or outreach carried out by you through or in connection with the Platform.

16.5 Consent

You are solely responsible for ensuring you have all necessary rights, permissions, consents, legal grounds, and unsubscribe or opt-out mechanisms required by law for any marketing, promotional, customer, lead, or contact communication sent, scheduled, managed, or stored by you through or in connection with the Platform.

16.6 New Zealand electronic messaging

For commercial electronic messages with a New Zealand link, you must comply with the Unsolicited Electronic Messages Act 2007 (or any successive or replacement legislation), including providing a clear, conspicuous, functional, and effective unsubscribe facility.

16.7 No approval by Network

The Network does not review, approve, or certify that your disclosures, communications, CRM activities, automated workflows, messaging practices, or other promotional activity comply with applicable law.

16.8 Consequences of non-compliance

If The Network reasonably believes your disclosures, communications, CRM use, direct marketing activity, or other promotional conduct may be unlawful, misleading, deceptive, unfair, non-compliant, or harmful, The Network may suspend or restrict your use of the relevant Program, Advocate Account, CRM feature, communication feature, workflow, or other Platform functionality, and may take any other action reasonably necessary to protect the Platform or enforce these Terms.

17. Fraud controls, investigations, artificial activity, and network integrity

17.1 Monitoring

The Network and, where relevant, the applicable Organisation may monitor, assess, flag, investigate, and respond to fraudulent, abusive, misleading, manipulated, suspicious, or otherwise non-compliant activity in connection with the Platform, the Advocate Network, any Program, any Advocate Account, any Conversion Event, any Commission, or any related data, communication, workflow, or activity.

17.2 Suspicious or prohibited activity

Suspicious or prohibited activity may include:

• self-referrals not expressly permitted by the applicable Program Terms;
• duplicate customer claims or duplicate transactions;
• unusual traffic, attribution, or transaction velocity;
• high refund, chargeback, or dispute rates;
• artificial, automated, deceptive, or manipulated traffic or activity;
• misuse of Tracking Links, Referral Codes, Coupon Codes, CRM tools, communication tools, workflow tools, or other Platform functionality;
• attempts to manipulate attribution, commissions, payouts, hierarchy structures, Ambassador Eligibility, or Program participation;
• fabricated, fraudulent, or token Ambassador Activity submitted in connection with Ambassador Payment;
• any other activity that The Network reasonably considers may pose a risk.

17.3 Self-referrals

Self-referrals are prohibited unless expressly permitted by the applicable Program Terms. You must not generate Commissions from your own purchases or purchases intended for you, your household, your close associates, or any person acting on your behalf, except to the extent expressly permitted.

17.4 Investigations and temporary restrictions

Where The Network or an Organisation reasonably suspects fraud, abuse, manipulation, non-compliance, or other risk, The Network may take any action it reasonably considers necessary to protect the Platform, including:

• temporarily suspending payouts;
• freezing Commission balances;
• delaying Commission posting;
• restricting access to certain Platform features or tools;
• requiring further information, explanations, records, or verification;
• adjusting, reversing, withholding, or cancelling affected Ledger entries or related records;
• suspending or terminating participation in a Program or suspending or terminating your Advocate Account;
• pausing or terminating Ambassador Payment eligibility.

17.5 Resolution of investigations

If an investigation confirms or reasonably indicates a violation, The Network may reverse Commissions, restrict or terminate Program participation, suspend or terminate the Advocate Account, remove or reassign hierarchy positions, cancel Ambassador Payment, restrict use of Platform features, or take any other action reasonably necessary.

Where an investigation determines no violation occurred, The Network may restore Commissions or access, but is not required to do so until reasonably satisfied that the relevant risk has been resolved.

17.6 Automated traffic and artificial activity

You must not generate or attempt to generate traffic, clicks, leads, customer actions, Conversion Events, or other activity using bots, automated scripts, AI systems designed to simulate genuine users, click farms, traffic exchange services, automated browsing tools, cookie stuffing, forced redirects, or deceptive, artificial, or manipulative methods.

17.7 Platform manipulation

You must not attempt to interfere with, test, probe, exploit, reverse engineer, manipulate, or circumvent the Platform or any tracking, attribution, commission, payout, hierarchy, Ambassador, CRM, workflow, communication, or security feature.

17.8 Related accounts and hierarchy manipulation

You must not create, control, coordinate, or recruit multiple Advocate Accounts for the purpose of manipulating attribution, Commission structures, Ambassador Eligibility, hierarchy placement, Program participation, or other Platform outcomes.

The Network may treat multiple accounts as related accounts where it reasonably determines they are operated or controlled by the same person or entity. Indicators include shared payment details, shared IP addresses or devices, common ownership or management, shared contact information, coordinated referral activity, or shared CRM activity.

17.9 Legitimate business structures

Legitimate business structures (such as agencies) may operate multiple accounts only where disclosed to and approved by The Network and operated in compliance with these Terms.

17.10 No liability for fraud controls

To the maximum extent permitted by law, The Network is not responsible or liable for any delay, restriction, freeze, suspension, adjustment, reversal, non-enforcement, or other action or inaction arising from fraud monitoring, fraud signals, investigations, suspected fraud, compliance reviews, artificial activity controls, or related risk management, other than to the extent arising from The Network's own fraud.

18. Restricted jurisdictions and industries

18.1 Lawful activity only

You must not use the Platform, participate in any Program, or promote any product or service in any jurisdiction, industry, or context where such activity is unlawful, restricted, or requires licences, registrations, approvals, or disclosures that you do not hold or comply with.

18.2 Specific restrictions

You must not target or engage in activity involving sanctioned jurisdictions, prohibited persons, or restricted industries (including financial services, regulated investments, gambling, medicinal products, or controlled substances) except to the extent expressly permitted by, and in full compliance with, applicable law and the relevant Program Terms.

18.3 Network's discretion

The Network may suspend or restrict access to the Platform, Programs, or functionality based on jurisdiction, industry, regulatory risk, or compliance requirements.

19. Suspension and termination

19.1 Network's rights

The Network and, where relevant, an Organisation may pause, suspend, restrict, or terminate your participation in a Program or your Advocate Account where reasonably necessary for breach, suspected fraud, abuse, manipulation, legal risk, regulatory risk, compliance failure, security risk, operational risk, reputational risk, or any other risk.

19.2 Scope

Suspension, restriction, or termination may apply to:

• your participation in one or more specific Programs;
• access to particular Platform features or functionality;
• access to CRM, contact management, workflow, communication, reporting, or other tools;
• Ambassador Eligibility for one or more Programs;
• your Advocate Account generally;
• any related payout, Commission, Ledger, hierarchy, or data treatment.

19.3 Effect

If your participation or Advocate Account is suspended, restricted, or terminated:

• you may lose the ability to generate new Commissions;
• Commissions may be frozen, withheld, delayed, adjusted, reversed, cancelled, or subject to further review;
• payouts may be delayed, withheld, reduced, suspended, reversed, or not processed;
• your access to some or all Platform features may be restricted or removed;
• your access to CRM Data, communications, workflows, contacts, records, or other Platform-held information may be restricted, limited, or subject to verification, export controls, legal requirements, or other conditions imposed by The Network.

19.4 No effect on surviving rights

Suspension, restriction, or termination does not affect:

• any reversal, chargeback, clawback, negative balance, offset, recovery, or adjustment right;
• any tax, compliance, verification, record-keeping, indemnity, payment, confidentiality, privacy, dispute, or audit obligation applying to you;
• any right of The Network to retain records, logs, audit trails, CRM Data, communications records, hierarchy records, payout records, or related information as reasonably necessary;
• any clause of these Terms which by its nature is intended to continue.

19.5 Reinstatement

The Network is not required to reinstate your participation, restore access, or reactivate your Advocate Account unless and until it is reasonably satisfied that the relevant breach, risk, or compliance issue has been resolved.

19.6 No liability

To the maximum extent permitted by law, The Network is not responsible or liable for any loss, delay, restriction, suspension, termination, data restriction, Commission impact, payout impact, or other outcome arising from action taken in good faith under this clause, other than to the extent arising from The Network's own fraud.

20. Ambassador Payment scheme and pyramid-scheme safeguards

20.1 The Network's Ambassador scheme

The Network operates an Advocate Network that includes an Ambassador Payment scheme, under which The Network pays eligible Advocates for genuine Ambassador Activity within a Program, as described in clause 8.

20.2 No recruitment-based or override structures

Other than the Ambassador Payment framework described in clause 8, no recruitment-based, override, or hierarchy-based commission, bonus, or reward is offered, recognised, or paid by The Network. No Organisation may introduce any such structure through Program Terms.

20.3 Network-operated scheme

The Ambassador Payment scheme is operated by The Network. Ambassador Payment is paid by The Network, governed by these Terms, and structured to comply with the Ambassador Guardrails. No Organisation has any independent authority to set, modify, or pay Ambassador Payment, although Organisations may agree Ambassador Eligibility for their Program with The Network within the Ambassador Guardrails.

20.4 Inviting and recruiting other Advocates

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

(a) that person joins as an independent Advocate of The Network and does not become your employee, agent, contractor, owned affiliate, or property by reason of the invitation, referral, or recruitment; (b) you do not acquire any ownership, exclusivity, proprietary, or control rights over that person, their account, their participation, or their earnings; (c) the mere act of inviting, referring, or recruiting another Advocate does not, by itself, qualify you for any Ambassador Payment. Ambassador Payment depends on you separately satisfying the Ambassador Eligibility for the relevant Program through actual Ambassador Activity.

20.5 Anti-pyramid prohibitions

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;
• any arrangement where 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 rewards, purchase unnecessary products or services, or take any other step that may create or contribute to a pyramid-scheme, unlawful trading-scheme, unfair-trading, or similar legal risk.

20.6 Earnings claims

You must not make any earnings claim, recruitment success claim, or passive income claim in connection with the Advocate Network, any Program, or any Ambassador Payment opportunity. Ambassador Payment is an activity-based commission tied to genuine Ambassador Activity and is not a passive income stream.

20.7 Network's protective rights

The Network reserves the right to determine, maintain, modify, restrict, correct, remove, or reassign:

• referral relationships and attribution records;
• Ambassador Eligibility configurations;
• Ambassador Payment allocations within the Commission Pool;
• any other element of the Ambassador Payment scheme,

where reasonably necessary to protect the integrity, operation, legality, compliance, or intended functioning of the Platform, the Advocate Network, or any Program.

20.8 No interference with the Advocate Network

You must not:

• attempt to recruit or move Advocates in a manner that breaches these Terms, Program rules, or Platform rules;
• induce Advocates to change referral relationships in violation of these Terms, Program rules, or Platform rules;
• offer incentives to move, reassign, or restructure existing relationships improperly;
• use off-Platform arrangements, communications, CRM Data, contact information, or other Platform-derived information to interfere with existing relationships;
• take any other action designed to manipulate or circumvent the Advocate Network or operation of the Platform.

20.9 Consequences

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

20.10 No representation about lawfulness

The Network does not review, approve, certify, or guarantee that any Program or Commission structure is lawful or compliant in your jurisdiction or any other jurisdiction. You are solely responsible for complying with all applicable laws.

20.11 No liability

To the maximum extent permitted by law, The Network is not responsible or liable for any loss, liability, restriction, Commission impact, removal, suspension, termination, or other outcome arising from enforcement of this clause or from any action taken to protect the integrity, legality, compliance, or intended operation of the Platform or the Advocate Network.

21. Privacy, data use, CRM Data, cross-border information sharing, and data rights

21.1 Use of personal information

The Network may collect, receive, store, handle, display, transmit, retain, and otherwise use personal information and other data relating to you, your Advocate Account, your Program participation, your Ambassador Activity, your hierarchy position, your Commissions, your payouts, your referrals, your promotional activity, your CRM Data, your contacts, your leads, your customers, your communications, your workflows, and your other activity through the Platform, for the purpose of operating, providing, securing, administering, supporting, improving, and enforcing the Platform, the Advocate Network, and related services.

21.2 Organisation visibility

Organisations whose Programs you join may see and use information relating to you to the extent reasonably necessary for Program administration, attribution, performance tracking, support, fraud prevention, and other legitimate Program-related purposes.

21.3 Your responsibility for CRM Data

Where the Platform makes CRM, contact management, lead tracking, workflow, communication, or related functionality available to you:

• you are solely responsible for the lawfulness of any CRM Data you create, upload, collect, store, manage, use, disclose, communicate, or otherwise handle;
• you must ensure you have all necessary rights, notices, permissions, consents, and legal grounds required;
• you must comply with all applicable privacy, data protection, direct marketing, anti-spam, consumer, and other laws;
• The Network does not review, approve, or verify the lawfulness of any CRM Data merely because the relevant tools are available through the Platform.

21.4 Network visibility

The Platform may make certain information visible within your Network of Followers for purposes of Program administration, tagging, commenting, liking, sharing, chatting, collaboration, attribution, performance tracking, support, payout processing, and related legitimate Platform purposes. This may include name or display name, contact details, referral identifiers, performance metrics, join date, or related participation information.

21.5 Restrictions on use of Network information

You must use any information about other Advocates, Customers, performance metrics, or other data made available to you through the Platform solely for legitimate participation in the Advocate Network or the applicable Program, and you must not:

• sell, disclose, distribute, license, or exploit such information except as expressly permitted;
• send unsolicited commercial communications using such information;
• harvest or use such information for unrelated marketing, off-Platform solicitation, or unlawful purposes;
• misuse personal information in breach of applicable privacy, data protection, direct marketing, or anti-spam laws.

21.6 Cross-border transfers

The Platform may disclose, transfer, store, host, access, or handle information outside New Zealand, including by using hosting providers, infrastructure providers, payment providers, communication providers, analytics providers, subprocessors, or other service providers located in other jurisdictions.

You are responsible for complying with any laws that apply to your collection, storage, use, disclosure, transfer, or communication of personal information through the Platform, including (as applicable) information privacy principle 12 of the Privacy Act 2020.

21.7 Retention

The Network may retain records, logs, audit trails, CRM Data, communications records, hierarchy records, attribution data, payout records, transaction data, and related information to the extent reasonably necessary for Platform operation, support, analytics, fraud prevention, dispute resolution, legal compliance, audit, security, enforcement, and protection of the Platform and the Advocate Network.

21.8 Network's data rights

All Platform-generated data, analytics, and derived insights are the property of The Network and, where relevant, the applicable Organisation, subject to applicable privacy laws. Your participation in a Program or use of the Platform does not grant you ownership of Customer data, tracking data, hierarchy data, CRM Data created by others, Platform-wide analytics, or other Platform-generated data beyond the limited access and use rights expressly granted to you under these Terms.

21.9 Your CRM Data

Where you create, upload, collect, store, or manage CRM Data through the Platform for your own use, and that CRM Data is not supplied by an Organisation, not derived from an Organisation's customer relationship, and not otherwise owned or controlled by The Network or an Organisation, you retain your rights in that CRM Data.

You grant The Network a non-exclusive, worldwide, royalty-free right to host, store, handle, display, transmit, reproduce, adapt, back up, secure, analyse, and otherwise use that CRM Data as reasonably necessary to provide, operate, secure, support, improve, and enforce the Platform, the Advocate Network, and these Terms.

The Network may also create, use, retain, analyse, disclose, and commercialise aggregated, anonymised, de-identified, statistical, operational, security-related, benchmark, and reporting data derived from that CRM Data, provided that such data does not identify you, any Organisation, or any individual except as permitted by law.

21.10 No platform data ownership

Nothing in this clause gives you any ownership of the Platform, the Advocate Network, Platform-wide data structures, analytics, attribution systems, workflows, or any data, records, or outputs generated by or for The Network as part of operating the Platform.

21.11 No scraping

You must not attempt to scrape, harvest, export in bulk, reverse engineer, or programmatically extract Platform data except where expressly permitted by The Network.

21.12 Privacy Policy

The Network will handle personal information in accordance with its Privacy Policy. The Network is not responsible for your own privacy notices, lawful basis assessments, consent practices, direct marketing and electronic communications compliance, data subject rights handling, retention decisions, or compliance with applicable laws in relation to any data you collect, upload, store, use, disclose, or communicate through the Platform.

21.13 Survival

This clause 21 continues to apply after suspension, termination, payout, or closure of your Advocate Account to the extent relevant.

22. Customer relationship ownership and limited Advocate rights

22.1 Customer is the Organisation's

Any Customer referred, tracked, attributed, or otherwise connected to an Organisation through the Platform, a Tracking Link, a Referral Code, a Coupon Code, or any other attribution mechanism remains the Customer of the relevant Organisation.

22.2 No ownership rights

Your participation in the Advocate Network or in any Program does not give you any ownership rights, proprietary rights, exclusivity rights, control rights, or continuing rights over any Customer, customer account, customer relationship, customer contact, customer data, or customer communication channel, except for any limited Commission entitlement expressly provided under the applicable Program Terms and these Terms.

22.3 Organisation's customer relationship

Organisations retain control over their customers, including pricing, product or service delivery, customer communications, customer service, refunds, warranties, support, billing, and future marketing activity.

22.4 No avoidance of accrued commissions

Nothing in this clause permits an Organisation to avoid, reduce, defeat, or circumvent any Commission obligation that has arisen under the applicable Program Terms, these Terms, or the Organisation Terms.

22.5 Network has no customer relationship

The Network is not a party to any contract with a Customer and has no customer relationship with any Customer. You must not represent to any Customer that The Network is the seller, supplier, merchant of record, or counterparty in any transaction.

22.6 No circumvention

You must not, directly or indirectly, attempt to circumvent the Platform, any Tracking Link, Referral Code, Coupon Code, attribution mechanism, or any Organisation in order to divert, capture, or monetise customer relationships outside the Platform in a manner that avoids, reduces, or interferes with Commission tracking, attribution, or payment.

23. Platform operations, third-party systems, and webhook reliability

23.1 Reliance on third parties

The Platform relies on automated systems, third-party providers, and external integrations, including payment processors, payout providers, webhook sources, communication providers, hosting providers, and infrastructure providers.

23.2 Operational dependencies

Timing of Commission creation, attribution, Ledger treatment, payout availability, reporting, CRM activity, workflow processing, communication handling, Ambassador Activity verification, and related Platform functionality may be affected by webhook delivery, payment event delivery, integration timing, third-party processing, external system availability, configuration settings, or other technical and operational dependencies.

23.3 Adjustments and reprocessing

The Network may adjust, delay, withhold, reverse, recalculate, reprocess, or otherwise modify attribution records, Commission treatment, Ledger entries, payout treatment, reporting, or related records where reasonably necessary in response to issues with payment event data, webhook events, transaction records, or related information.

23.4 No guarantees

The Network does not guarantee the timing, delivery, availability, completeness, or accuracy of any webhook event, payment event, integration output, data sync, attribution outcome, CRM workflow, communication workflow, reporting output, payout trigger, or related Platform function.

23.5 Stripe and similar

Stripe or other payment or billing providers may retry, delay, fail to deliver, or otherwise vary the timing or completeness of event delivery, and such behaviour may affect when or whether a Commission, attribution outcome, payout status, or related Platform record appears in the Advocate Portal.

23.6 No liability

To the maximum extent permitted by law, The Network is not responsible or liable for any delay, omission, error, failed processing, non-payment, reduced payment, incorrect status, data inconsistency, workflow issue, communication issue, reporting issue, or other outcome arising from webhook failures, payment event data issues, third-party system outages, integration errors, external provider action or inaction, fraud controls, compliance checks, reversals, disputes, or any matter outside The Network's reasonable control.

23.7 Platform changes

The Network may update, suspend, modify, replace, or discontinue any integration, webhook process, event processing logic, workflow process, CRM feature, communication feature, reporting feature, Ambassador Payment feature, or related Platform functionality where reasonably necessary for security, legal, compliance, technical, operational, commercial, or service improvement reasons.

24. Limitation of liability

24.1 Indirect loss

To the maximum extent permitted by law, The Network is not liable for any indirect, incidental, special, exemplary, punitive, or consequential loss or damage, or for any loss of profits, revenue, income, business, goodwill, reputation, customers, opportunities, expected savings, data, or anticipated benefits, whether arising in contract, tort, equity, statute, or otherwise.

24.2 No guarantees

To the maximum extent permitted by law, The Network does not guarantee:

• uninterrupted or error-free access to the Platform or the Advocate Portal;
• the accuracy, completeness, or availability of tracking, attribution, reporting, analytics, commission calculations, CRM functionality, workflow functionality, communication functionality, Ambassador Eligibility evaluation, or Ledger records;
• the timing, completion, or success of any payout, payment processing, webhook delivery, event processing, fraud detection, verification, or third-party integration;
• that the Platform will prevent all fraud, abuse, non-compliance, operational error, or data loss;
• that any Program, configuration, workflow, communication tool, CRM feature, Ambassador Eligibility design, asset, feature, or process is lawful, compliant, commercially suitable, or fit for your particular purpose;
• that any Commission you may earn will reach any particular level.

24.3 No liability for third-party acts

To the maximum extent permitted by law, The Network is not liable for any loss, damage, claim, delay, error, non-payment, reduction in payment, failed processing, suspension, restriction, or other outcome arising from or relating to:

• any act or omission of an Organisation, any other Advocate, any Customer, or any third party;
• any Program Terms, Program configuration, campaign, instruction, asset, communication, workflow, promotional activity, or business decision of an Organisation;
• any data, content, communication, CRM Data, workflow, or activity created, uploaded, collected, stored, sent, or managed by you;
• any third-party payment provider, payout provider, webhook source, infrastructure provider, communication provider, hosting provider, banking provider, integration, or external system;
• fraud monitoring, compliance action, withholding, deduction, payout restriction, suspension, enforcement action, or account restriction taken in accordance with these Terms;
• any matter outside The Network's reasonable control.

24.4 Aggregate liability cap

To the maximum extent permitted by law, The Network's aggregate liability to you arising out of or in connection with these Terms, the Platform, the Advocate Network, any Program, or any related service is limited to the lesser of:

(a) NZD 100; or (b) the total Platform fees deducted from your Commissions in the three (3) months immediately preceding the event giving rise to the claim.

The Commission rates and commercial terms offered by The Network have been set on the basis that The Network’s liability is limited as set out in this clause. Any change to this limitation may result in changes to the applicable Commission rates or other commercial terms.24.5 General

The exclusions and limitations in this clause apply whether or not the relevant claim was foreseeable and regardless of the legal basis of the claim. Nothing in these Terms limits liability for fraud or wilful misconduct, or any liability that cannot be excluded by applicable law.

24.6 Consumer Guarantees Act

You access and use the Platform for the purposes of a business. To the extent permitted by law, the Consumer Guarantees Act 1993 and any equivalent consumer protection law does not apply. Where any consumer protection law applies and cannot be excluded, nothing in these Terms is intended to exclude, restrict, or modify any rights or remedies available under that legislation, but otherwise all such rights and remedies are excluded to the maximum extent permitted by law.

25. Changes to these Terms and Platform modifications

25.1 Right to amend

The Network may update, amend, or replace these Terms from time to time where reasonably necessary to reflect changes to the Platform, the Advocate Network, applicable law, regulatory requirements, security requirements, operational requirements, commercial arrangements, or other legitimate business needs.

25.2 Notice

The Network may give notice of changes by:

• publishing an updated version through the Platform or Advocate Portal;
• displaying notice in the Advocate Portal or another relevant Platform interface;
• sending notice by email; or
• any other reasonable means.

25.3 Effective date

Unless a different effective date is stated, changes take effect from the date specified in the notice or, if no date is specified, from the date the updated Terms are made available through the Platform.

25.4 Prospective effect

Any change applies prospectively and does not affect rights, liabilities, obligations, Commissions, payouts, or accrued entitlements arising before the effective date of the change, unless required by applicable law.

25.5 Material adverse changes

If The Network makes a material change that is materially adverse to you, you may terminate these Terms and your Advocate Account by written notice (setting out how the material change is materially adverse to you) given within 30 days of receiving the notice of change, stop using the affected part of the Platform and cease participating in affected Programs.

25.6 Continued use

Continued use of the Platform, the Advocate Portal, any CRM or related Platform feature, or continued participation in any Program after the effective date of any change constitutes acceptance of the updated Terms.

25.7 Platform changes

The Network may modify, suspend, restrict, replace, or discontinue any part of the Platform, the Advocate Network, the Advocate Portal, or any feature, tool, workflow, CRM functionality, communication functionality, tracking system, reporting system, Ambassador Payment feature, Program availability, or related service where reasonably necessary for operational, security, legal, compliance, technical, or commercial reasons.

26. Governing law, jurisdiction, and dispute forum

26.1 Governing law

These Terms, and any dispute, claim, or controversy arising out of or in connection with these Terms, the Platform, the Advocate Network, any Program, or the relationship between you and The Network, are governed by the laws of New Zealand.

26.2 Jurisdiction

You and The Network submit to the non-exclusive jurisdiction of the courts of New Zealand.

26.3 No class actions

To the extent permitted by law, you agree that any dispute must be brought only in your individual capacity and not as part of any class, collective, representative, or similar multi-party proceeding.

26.4 Injunctive relief

Nothing in this clause prevents The Network from taking action in any jurisdiction where it reasonably considers it necessary to protect its rights, enforce these Terms, recover amounts owed, protect the Platform or the Advocate Network, or comply with applicable law.

26.5 Forum

You waive any objection to proceedings being brought in any such jurisdiction on the grounds of forum non conveniens or similar doctrine, to the extent permitted by law.

27. Contact

Support and legal notices: advocates@thenetwork.co.nz

28. Survival

28.1 Surviving clauses

The following provisions continue after suspension, restriction, termination, payout, closure of your Advocate Account, or cessation of your participation in any Program, to the extent relevant:

• commissions, reversals, clawbacks, negative balances, offsets, recovery rights, and payout-related obligations;
• fraud controls, investigations, compliance reviews, verification rights, and enforcement powers;
• privacy, data use, confidentiality, audit logging, record retention, and cross-border data handling obligations;
• tax, withholding, reporting, invoicing, indemnity, and compliance obligations;
• limitation of liability, governing law, jurisdiction, dispute forum, and class action restrictions;
• any other provision which by its nature is intended to survive.

28.2 No effect on pre-existing rights

Suspension, restriction, termination, payout, or closure of your Advocate Account does not affect any rights, liabilities, remedies, records, obligations, investigations, reviews, adjustments, or accrued entitlements arising before the effective date of that event.

28.3 Record retention

The Network may retain records, logs, audit trails, communications records, hierarchy records, attribution records, payout records, transaction data, and CRM Data to the extent reasonably necessary for compliance, fraud prevention, dispute resolution, legal compliance, security, support, audit, operational continuity, enforcement of these Terms, and protection of the Platform, the Advocate Network, and its users.

29. Entire agreement

29.1 Entire agreement

These Terms, together with any applicable Program Terms and any other terms, policies, notices, or documents expressly incorporated by reference through the Platform, constitute the entire agreement between you and The Network in relation to your use of the Platform, your participation in the Advocate Network, and your participation in any Program, and supersede all prior discussions, communications, understandings, representations, and agreements.

29.2 No reliance

Except as expressly stated in these Terms or the applicable Program Terms, you acknowledge that you have not relied on any statement, representation, warranty, promise, marketing material, forecast, estimate, or other assurance made by The Network, any Organisation, or any other person.

29.3 No exclusion of fraud

Nothing in this clause limits or excludes liability for fraud, fraudulent misrepresentation, or any matter that cannot be limited or excluded by applicable law.