Terms of Service

Effective Date: July 24, 2024

Last Updated: Friday, July 10, 2026

PREAMBLE: PARTIES AND PURPOSE

These Terms of Service (the "Terms") constitute a legally binding agreement entered into by and between you (whether acting as a "Creator," a "Business Client," or a general "User") and 1000951406 Ontario Inc., doing business as Australia Experiences, a corporation incorporated under the laws of the Province of Ontario, Canada (referred to herein as the "Company," "we," "us," or "our").

These Terms govern your access to and use of the Australia Experiences website, platform, and any related services provided by the Company (collectively, the "Platform"). All interactions, collaborations, and transactions facilitated through the Company are subject to the rules and obligations set forth in this document.

1. DEFINITIONS

"Business Client" means a business, brand, or entity that engages the Company for the purpose of executing Campaigns, sourcing Creators, purchasing Content, or receiving any other services or deliverables provided by the Company.

"Campaign" means a specific marketing initiative, project, or content licensing transaction requested by a Business Client.

"Campaign Brief" means any written or digital document issued by the Company — including but not limited to project briefs or sales orders — that specifies the particular deliverables, fees, timelines, and specific rights granted for a particular engagement.

"Company" means 1000951406 Ontario Inc., doing business as Australia Experiences.

"Content" means any photographs, videos, text, audio, or other media generated, submitted, sold, or otherwise provided by a Creator.

"Creator" means an independent contractor (often referred to in the industry as an influencer or content creator) who engages with the Company to apply for, participate in, or provide Content.

"Deliverables" means the specific Content and any associated services or final assets (such as event attendance, raw footage, video editing, or final ad packaging) that a Creator or the Company is required to provide, as defined in the Campaign Brief or applicable agreement.

"Platform" means the Australia Experiences website, portals, and any related services provided by the Company to facilitate interactions between Creators and Business Clients.

"User" means any individual or entity, including Creators, Business Clients, and casual visitors, who accesses or interacts with the Platform or Company services.

2. ACCEPTANCE OF TERMS

2.1 Active Acceptance Required. To access the Platform or engage our services, you must affirmatively accept these Terms. Acceptance operates via a "clickwrap" mechanism: you are required to scroll through the entirety of this document and actively check a designated consent box or click an "I Agree" button.

2.2 Rejection of Browsewrap. Simply browsing or visiting the Australia Experiences website does not constitute formal acceptance of these Terms. A legally binding agreement is only formed upon your active, affirmative consent as described in Section 2.1.

2.3 Presentation and Record of Acceptance. These Terms are presented to all Users at the point of account creation or prior to the first transaction. The Company actively stores a record of your acceptance, which includes the date, time, specific TOS version accepted, user identity data, and IP address.

2.4 Updates to Terms. If the Company makes material changes to these Terms, existing Users will be notified. You will be required to actively re-accept the updated version of the Terms through the Platform to continue accessing our services. The Company will maintain an archive of prior TOS versions, which will be made accessible to you upon request.

2.5 Authority to Bind. If you are accepting these Terms on behalf of a Business Client, corporation, or other legal entity, you represent and warrant that you have the full legal authority to bind that entity to these Terms.

2.6 Business Client Representation. If you are accepting these Terms as, or on behalf of, a Business Client, you represent and warrant that you are entering into this agreement in the course of carrying on a business, and not as a consumer. This representation is material to the Company's agreement to provide Services and is relied upon for the purposes of applicable consumer protection legislation, including the Australian Consumer Law.

3. USE OF PLATFORM AND SERVICES

3.1 General Lawful Use. You agree to use the Platform for lawful purposes only. You must not use the Platform in any way that may:

Violate any applicable law or regulation;
Infringe upon the rights or restrict the use of the site by others;
Transmit harmful, offensive, or unauthorized material; or
Interfere with the Platform’s normal operation or security.

3.2 Age Requirements and Verification. Use of the Platform is strictly limited to individuals at least eighteen (18) years of age. By creating an account, you represent and warrant that you meet this age requirement. The Company reserves the right to request valid proof of age and identity from any User at any time. Failure to provide such documentation may result in the immediate termination of your account. Minors under 18 are prohibited from registering for an account or entering into agreements with the Company.

3.3 Account Security and Accuracy. You are responsible for maintaining the confidentiality of your account login credentials and for all activities that occur under your account. You must notify the Company immediately of any unauthorized account access. Furthermore, you agree to provide accurate information; providing false identity, age, or fraudulent social media metrics (e.g., inflated follower counts or engagement) constitutes a material breach of these Terms.

3.4 Termination and Suspension. The Company reserves the right to restrict, suspend, or terminate your access to the Platform or your account at any time, at its sole discretion, if your use violates these Terms, provides false information, or violates any applicable law. Where reasonably practicable, the Company will provide reasonable prior notice of termination or suspension. However, the Company may terminate or suspend your account immediately and without notice where it determines, in its sole discretion, that: (a) you have committed fraud or provided materially false information; (b) you have committed a serious or repeated breach of these Terms; (c) immediate action is required to protect the interests, security, or legal position of the Company, other Users, or third parties; or (d) the Company is required to do so by applicable law or regulatory obligation. Nothing in this Section excludes any non-excludable rights you may hold under the Australian Consumer Law or other mandatory applicable legislation.

3.5 Content Featuring Minors. While Users must be 18+, any Content produced by a Creator that features the image or likeness of a person under 18 requires the Creator to obtain written parental or guardian consent for commercial use prior to delivery. Creators must produce this documentation to the Company upon request.

4. BUSINESS CLIENT SERVICES

4.1 Scope of Services. The Company provides a coordinated influencer marketing and content solution, acting as an intermediary to facilitate the following services:

(a) Creator Management & Coordination. Sourcing, vetting, and coordinating independent content creators ("Creators") based on the Business Client's target audience and campaign requirements, including managing Creator payments where applicable.
(b) Creator Social Posting. Coordinating Creators to produce and publish content on their own social media channels for the Business Client's benefit, where no content handover or license to the Business Client is required.
(c) Content Rights & Acquisition. Facilitating the acquisition of Creator content rights by the Business Client, including the purchase and licensing of Creator-generated content.
(d) Content Editing & Production. Editing, adapting, and producing content and deliverables for the Business Client's marketing and commercial use, whether based on Creator-submitted material or independently produced by the Company.
(e) Additional Services. Any other services as agreed between the parties in a Campaign Brief.

4.2 Precedence of the Campaign Brief. The specific deliverables, rights granted, fees, and timelines for any engagement are governed by the applicable Campaign Brief. In the event of any conflict between these Terms and a Campaign Brief, the terms of the Campaign Brief shall prevail for that specific engagement.

4.3 Intermediary Status and Vetting Disclaimer. You acknowledge that Creators are independent third parties and not employees of the Company. While the Company performs vetting in good faith based on available data, the Company does not warrant or guarantee:

The actual performance, behavior, or reliability of any Creator;
The accuracy of a Creator's self-reported metrics (e.g., follower counts or engagement); or
The inherent authenticity or quality of the Content provided by the Creator.

4.4 Deliverables and Client Control. The Company facilitates the delivery of Content based on the requirements in the Campaign Brief. However:

No Compliance Review. The Company does not automatically review or guarantee that final deliverables — whether raw or modified by the Company — follow specific legal, regulatory, or industry-specific requirements.
Client Approval. If a Business Client requires the right to approve Content before publication, this must be explicitly stated in the Campaign Brief. For the avoidance of doubt, the Business Client's compliance obligations under these Terms apply in full regardless of whether the Business Client exercises any content approval right. The Company does not assume any compliance responsibility by virtue of the Business Client choosing not to review Content prior to publication.

4.5 Rights Guarantee vs. Safe Use Disclaimer.

Warranty of Title. Where Content has been sourced from a Creator, the Company guarantees that it has obtained sufficient rights from that Creator to sell or license the Content to the Business Client as specified in the Campaign Brief. Where deliverables have been produced independently by the Company without Creator content, the Company warrants that it holds all rights necessary to deliver and license those deliverables to the Business Client.
Safe Use Disclaimer. Notwithstanding the above, the Company does not guarantee the "safe use" of any Content, whether raw or modified. The Business Client is solely responsible for determining if their specific use of the Content is legally, ethically, or regulatorily appropriate, including ensuring all individuals in the Content have provided appropriate releases for the Business Client's specific advertising purpose.

4.6 Industry-Specific Compliance. Business Clients operating in regulated industries — including but not limited to finance, therapeutic goods, health, and cosmetics — are solely responsible for ensuring their Campaigns and use of Content comply with applicable laws, advertising standards, and industry regulations. By engaging the Company or using the Deliverables, the Business Client acknowledges this responsibility and agrees to seek their own independent legal advice regarding their industry's advertising regulations and compliance requirements.

4.7 Platform Compliance. The Business Client is solely responsible for ensuring that their use and publication of Content and Deliverables complies with the terms of service of any platform on which they are published, including but not limited to Meta, TikTok, YouTube, and Google. The Company makes no representation that any Content is suitable for publication on any specific platform.

4.8 Sponsored Content Disclosure. The Business Client acknowledges that they are solely responsible for making any disclosures required by applicable law or platform policy when publishing Content produced through a paid or incentivised arrangement, including compliance with Australian ACCC guidelines and any other applicable advertising standards. This obligation applies regardless of whether the Business Client exercises any content approval right under Section 4.4.

4.9 Prohibited Uses and Consequences. The Business Client shall not use Content or Deliverables in any manner that: (a) is pornographic, sexually explicit, or related to adult entertainment services; (b) promotes hatred, violence, discrimination, or illegal acts; (c) is defamatory or unlawfully harms the reputation of any person depicted; (d) uses Content as a trademark, service mark, or logo, including as a standalone brand identifier or the primary visual element of a brand identity; (e) violates any applicable law, regulation, or industry code; or (f) brings the Company or any Creator into disrepute. Any breach of this Section shall immediately trigger the Business Client's indemnification obligations under Section 9.4 and entitle the Company to revoke any content licenses granted with immediate effect upon written notice, without any obligation to refund fees paid.

4.10 Non-Guarantee of Results. The Company does not guarantee specific commercial outcomes from its services, such as a specific Return on Investment (ROI), sales volume, social media engagement levels, views, reach, bookings, or any other business outcome.

5. CONTENT LICENSING AND RIGHTS TRANSFER

5.1 Governing Authority of the Campaign Brief. The Creator retains all intellectual property rights, including copyright, in any Content produced. A transfer or license of rights occurs only if explicitly specified in a Campaign Brief that reflects a clear commercial intent to utilize, distribute, or acquire the Content. The Campaign Brief is the final authority on the scope of any licensing; its specific terms regarding duration, territory, and exclusivity shall supersede any general provisions in these Terms. In the absence of clear commercial intent in a Campaign Brief, no rights are granted to the Company or the Business Client.

5.2 Grant of License and Right to Sublicense. Upon the Creator's acceptance of a Campaign Brief and fulfillment of the deliverables therein, the Creator grants the Company a royalty-free, fully sublicensable license to use, reproduce, distribute, and display the Content. This grant expressly includes the Company's right to sublicense, sell, or otherwise transfer the use of the Content to Business Clients for the duration of the License Term. This license is contingent upon the Company or Business Client providing the specific consideration (monetary or otherwise) outlined in the Campaign Brief.

5.3 Default License Term. Where a Campaign Brief specifies a purchase of rights but does not define the duration or exclusivity, the following default terms apply:

(a) Duration. Twelve (12) months commencing from the date of the Company's final approval of the Content;
(b) Exclusivity. Non-exclusive;
(c) Territory. Worldwide;
(d) Renewal. The Business Client may request a renewal of the license prior to expiry. Any renewal is subject to the Company's approval and such fees and terms as the parties agree at that time.

5.4 Edits and Derivative Works (Edited Deliverables). The Creator grants the Company and its authorized sublicensees (including Business Clients) the right to edit, crop, or modify Content to create "Edited Deliverables." The Company retains ownership of the copyright in the specific arrangement, post-production, and editing of Edited Deliverables. However, the right to publish, broadcast, or otherwise use any Edited Deliverable containing the Creator's original Content or likeness is strictly co-extensive with the License Term. Upon expiration of the License Term, the Business Client must immediately cease all use of the Edited Deliverables and shall not publish, distribute, or otherwise exploit them in any form, unless a license renewal is executed.

5.5 Name, Image, and Likeness (NIL), Moral Rights, and Waiver of Approval. The Creator grants the Company and its sublicensees the right to use their name, image, and likeness as embodied in the Content solely for the duration of the License Term. The Creator waives all moral rights in the Content to the extent permitted by the Copyright Act 1968 (Cth) and the Copyright Act (Canada), provided such waiver is limited strictly to the duration of the License Term and the purposes defined in the Campaign Brief. The Creator further waives any right to inspect or approve Edited Deliverables or the final use of the Content, provided such use remains consistent with the terms of the applicable Campaign Brief and these Terms.

5.6 Paid Media and Whitelisting. Unless expressly restricted in the Campaign Brief, the license includes permission for the Business Client (as a sublicensee) to utilize the Content for paid advertising (e.g., "Spark Ads" or "Dark Posts") strictly for the duration of the License Term.

5.7 Creator Warranties and Indemnification. The Creator represents and warrants that: (a) the Content is original and was created solely by the Creator; (b) the Creator has the full power and authority to grant the rights and licenses set forth in these Terms and any Campaign Brief; (c) the Content does not infringe upon any third-party intellectual property; (d) the Creator has not granted, and will not grant, any rights in the Content to any third party that would conflict with the rights granted to the Company herein; and (e) all necessary talent, privacy, and property releases have been secured. The Creator agrees to indemnify the Company and the Business Client against any claims arising from a breach of these warranties.

5.8 Independently Produced Deliverables. Where the Company produces deliverables independently without Creator content, the Company warrants that it holds all rights necessary to deliver and license those deliverables to the Business Client as specified in the applicable Campaign Brief. The Business Client's license to use such independently produced deliverables is governed by the Campaign Brief and the default terms in Section 5.3 where the Campaign Brief is silent. The post-expiry cessation obligations in Section 5.4 apply equally to independently produced deliverables.

5.9 Business Client Sublicensing and Group Company Exception. The Business Client shall not resell, sublicense, distribute, or otherwise transfer Content or Deliverables to any third party for commercial use, nor use the Content as a standalone stock asset, unless expressly authorized in writing by the Company. Notwithstanding the foregoing, the Business Client may share Content and Deliverables across its own related entities and properties — such as subsidiaries, franchises, or properties under common ownership or control — provided that: (a) such use remains within the scope of the license granted; (b) the Business Client remains fully responsible for ensuring all such entities comply with the terms of these Terms and the applicable Campaign Brief; and (c) such sharing does not constitute a commercial resale or independent sublicense to those entities.

5.10 Sponsored Content Disclosure. The Creator must comply with all applicable advertising disclosure laws, including ACCC and ASC guidelines. Any Content published by a Creator that is incentivized by the Company or a Business Client must be clearly labelled with required disclosures (e.g., '#Ad', 'Paid Partnership').

5.11 Option to Acquire Rights. The Creator grants the Company an exclusive option to purchase additional rights or extend the License Term for any submitted Content. The pricing and validity period for such options shall be governed strictly by the Campaign Brief.

5.12 Company's Continuing Rights. The Business Client acknowledges that the Company retains the right to use the Content and Deliverables for its own portfolio, case studies, internal presentations, and marketing purposes, both during and after the Business Client's license term. This right does not affect the exclusivity or scope of any license granted to the Business Client under the applicable Campaign Brief.

6. CREATOR AND CLIENT RELATIONSHIPS

6.1 Intermediary Role and Vetting Standard. The Company acts as a managed intermediary between Creators and Business Clients. The Company uses reasonable, good-faith efforts to coordinate Campaigns and facilitate compliance with Campaign Briefs. However, the Company does not guarantee the performance, conduct, quality, safety, or legality of any User or Content. The Company is not responsible for the outcomes, failures, or omissions of either the Creator or the Business Client. Participation in the Platform is at the User's own risk.

6.2 Independent Contractor Status. All Creators are engaged strictly as independent contractors. Nothing in these Terms or any applicable Campaign Brief shall be construed as creating an employer-employee relationship, partnership, joint venture, or agency relationship between the Creator and the Company, or the Creator and the Business Client. Creators retain sole control over the manner and means of creating Content, are responsible for providing their own equipment, and are exclusively liable for declaring their own income and paying all applicable taxes and statutory contributions.

6.3 Good Faith Coordination and Limitation of Liability. The Company acts in good faith in coordinating Campaigns and managing communications. The Company shall not be held liable for losses or delays caused by reasonable administrative or coordination errors, provided it acts promptly to correct such errors upon discovery. To the maximum extent permitted by applicable law, the Company's total liability for any coordination errors, miscommunications, or omissions is strictly capped at the specific fees actually paid by the Business Client for the Campaign giving rise to the claim.

6.4 Payment Terms, Invoicing, and Cancellations.

Client Invoicing. Business Clients agree to pay all fees in accordance with the timelines specified in the applicable Campaign Brief. Unpaid invoices may be subject to late payment penalties as permitted by law.
Creator Payouts (Pay-When-Paid). The Company shall remit payment to the Creator only after the Company has successfully received the corresponding funds in full from the Business Client. Subject to this strict condition, the Company operates with a target payment window of thirty (30) days following final approval of the Deliverables.
Banking Accuracy. The Creator is solely responsible for providing accurate banking and payment details. The Company's payment obligation is fully discharged upon the initiation of a transfer to the Creator's nominated account.

6.5 Cancellations and Kill Fees.

Cancellation Upon Brief Confirmation. By confirming a Campaign Brief, the Business Client acknowledges that the Company immediately begins allocating resources, engaging Creators, and reserving capacity. If the Business Client provides written notice of cancellation at any point after confirming a Campaign Brief but before any work has commenced, the Business Client shall be liable for a cancellation fee equal to fifty percent (50%) of the total Campaign Fee, regardless of whether any Creators have been formally engaged. The Campaign Brief may specify different cancellation terms, which shall govern where explicitly stated.
Cancellation After Work Has Commenced. If the Business Client provides written notice of cancellation after any work has commenced — including but not limited to creator briefing, content coordination, filming, or editing — the Business Client shall be liable for one hundred percent (100%) of the total Campaign Fee. For the purposes of this clause, "work commenced" shall be interpreted broadly to include any action taken by the Company or a Creator in furtherance of the Campaign following Brief confirmation.
Content Upon Cancellation. Cancellation after work has commenced voids the Business Client's entitlement to final or completed Deliverables. The Business Client may submit a written request for any materials that exist in a deliverable state at the time of cancellation. The Company shall provide such materials at its sole discretion, strictly on an "as is" basis, with no obligation to complete, edit, revise, or otherwise develop those materials further.
Cure Period. If the Business Client provides written notice of cancellation but withdraws that notice in writing within forty-eight (48) hours, and provided no material harm has been caused to the Company or any engaged Creator in the interim, the Company may at its sole discretion treat the Campaign as continuing. No cure period applies once a cancellation has been acted upon by the Company.
Company Cancellation. In the event the Company is unable to fulfill a confirmed Campaign Brief for any reason, the Business Client's sole remedy shall be a full refund of any Campaign Fees paid for that specific engagement. The Company shall not be liable for any indirect, consequential, or incidental losses arising from a Company-initiated cancellation.

6.6 On-Site Filming Responsibilities. Where a Campaign involves a Creator filming in any location, setting, or context connected to the Business Client's business, products, services, or events — whether at the Business Client's own premises or elsewhere — the Business Client is solely responsible for ensuring that all filming and photography complies with applicable laws, regulations, and the Business Client's own internal policies. This includes:

(a) Securing all necessary location permissions and providing any required notices to visitors, staff, or performers prior to filming;
(b) Obtaining any additional releases the Business Client wishes to secure from guests, staff, or performers appearing in the Content;
(c) Where any person under the age of eighteen (18) may be present and identifiable in the Content, ensuring that written parental or guardian consent authorising commercial use of that minor's image and likeness has been obtained prior to filming. This is a firm requirement and not optional; and
(d) Promptly notifying the Company in writing of any incident occurring during a Campaign that may affect the Content produced, the Creator's conduct, or the Company's or Business Client's reputational or legal position.

6.7 Deliverables, Failure to Deliver, and Fee Consequences.

(a) Objective Assessment. The right of the Company and the Business Client to withhold payment for non-delivery or unsatisfactory Content is strictly tied to the objective, pre-agreed deliverable criteria established in the Campaign Brief.
(b) Fee Structure and Definitions. Campaigns may involve one or more of the following distinct fee types, as specified in the applicable Campaign Brief:
Management Fee. The fee payable to the Company for its sourcing, vetting, coordination, and campaign management services.
Creator Fee. The fee collected by the Company on behalf of, and passed through to, the Creator upon successful delivery of the agreed Deliverables, where the Campaign Brief specifies that the Company manages Creator payment.
License Fee. The fee payable for the grant of content usage rights to the Business Client upon delivery and acceptance of the Content.
(c) Management Fee. The Management Fee compensates the Company for services already rendered in facilitating the Campaign, regardless of the outcome between the Creator and the Business Client. The Management Fee remains due and payable in full unless the Business Client can demonstrate, with supporting evidence, that the Company's own material error or omission directly caused the failure of the Campaign. In the absence of such demonstrated fault, the Business Client's inability to obtain the desired Deliverables does not entitle it to withhold or reclaim the Management Fee.
(d) Creator Fee. The Creator Fee is strictly contingent upon the Creator's successful and timely delivery of the agreed-upon Deliverables in accordance with the Campaign Brief. If the Creator fails to deliver, the Business Client is not obligated to fund the Creator Fee. The Company shall withhold the Creator Fee from the Creator and, where already collected, shall credit or refund it to the Business Client.
(e) License Fee. The License Fee is contingent upon the delivery and acceptance of the Content to which the license relates. If the Content is not delivered, no license is granted and no License Fee is owed.
(f) Mediation of Creator-Business Disputes. Where a dispute arises between a Creator and a Business Client regarding the delivery, quality, or circumstances of a Campaign — including situations where a Creator alleges that the Business Client's conduct contributed to non-delivery — the Company will make reasonable, good-faith efforts to mediate the situation and facilitate a mutually agreeable resolution. However, if no resolution can be reached between the parties, the Company cannot be held accountable for the outcome of that dispute. The Creator and the Business Client shall resolve the matter independently between themselves, without recourse to the Company. The Company's attempt to facilitate a resolution does not waive its intermediary status or create any liability for the Company regarding the dispute's outcome.

6.8 Contra Campaigns, Free Experiences, and Client Conduct Disputes.

(a) Delivery Obligation Survives. In Campaigns where compensation consists partially or entirely of free products, services, or experiences provided directly by the Business Client to the Creator ("Contra Benefits"), the receipt or consumption of such benefits does not constitute fulfilled payment for Content Deliverables. The Creator's obligation to deliver the agreed-upon Content survives independently, regardless of the value of any benefits received or consumed.
(b) Straightforward Non-Delivery. Where a Creator consumes a Contra Benefit and fails to deliver the required Deliverables without a substantiated reason directly attributable to the Business Client's conduct, the Creator is liable for the full advertised retail value of the Contra Benefit consumed. The Company reserves the right to recover this amount from the Creator on behalf of the Business Client.
(c) Non-Delivery Attributed to Client Conduct. Where the Creator alleges that the Business Client's conduct directly caused their refusal to deliver, the Creator must notify the Company in writing as soon as reasonably practicable and before the agreed delivery deadline. The Company will make reasonable good-faith efforts to mediate. If no resolution is reached, the matter shall be resolved directly between the Creator and the Business Client without recourse to the Company.
(d) No Company Financial Exposure. Where Contra Benefits flow directly between the Business Client and the Creator, the Company acts solely as facilitator and bears no financial liability for the value of any consumed, disputed, or unrecoverable Contra Benefit, regardless of the outcome of any dispute between the parties.
(e) Management Fee Unaffected. The Company's Management Fee, where applicable, remains due and payable regardless of whether a Contra Campaign results in a dispute between the Creator and the Business Client, unless the Business Client demonstrates with supporting evidence that the Company's own material error or omission directly caused the campaign failure.

6.9 Client Compliance and Regulated Industries. The Company facilitates the delivery of Content "as is" and does not provide legal or compliance review. Business Clients — particularly those operating in regulated sectors such as finance, therapeutic goods, health, and cosmetics — are solely responsible for ensuring that their Campaigns and subsequent use of the Content strictly comply with all applicable laws, advertising standards, and industry regulations. The Business Client acknowledges that it is responsible for obtaining its own independent legal advice regarding such compliance.

6.10 Prohibition of Fraudulent Metrics. The Creator represents and warrants that all follower counts, engagement metrics, and audience data provided to the Company are authentic. The use of bots, "engagement pods," click farms, or purchasing followers or engagement constitutes a material breach of these Terms. The Company reserves the right to immediately terminate any active Campaigns and withhold payment if such fraudulent activity is discovered.

6.11 Location Conduct and Expense Liability. When a Campaign requires the Creator to physically visit a Business Client's property, hotel, or location, the Creator must adhere to all house rules, safety guidelines, and standard codes of conduct. The Creator is solely legally and financially responsible for any physical damages caused to the property or unauthorized personal expenses incurred. The Company reserves the explicit right to deduct the cost of any such damages or unauthorized expenses directly from the Creator's Campaign payout.

6.12 Morals and Reputation Clause. The Company reserves the right to immediately terminate a Creator's participation in any Campaign, without penalty or further compensation, if the Creator engages in conduct — whether public or private — that brings the Company or the Business Client into public disrepute, scandal, or ridicule, or which materially damages the reputation of the associated brands.

6.13 Safety and Venue Compliance. While performing services or producing Content, the Creator shall comply with all applicable local laws, health and safety regulations, and specific venue rules or codes of conduct. The Creator assumes all liability for any fines, damages, or legal consequences resulting from their conduct during production. The Company reserves the right to reject Content produced in violation of this Section or where the Creator's conduct brings the Company or the Business Client into disrepute.

6.14 Company Liability to Creators.

To the fullest extent permitted by applicable law, the Company shall not be liable to any Creator for any loss, damage, inconvenience, cost, wasted time, lost opportunity, or claim of any nature — whether direct, indirect, or consequential — arising from any act or omission of the Company in connection with the facilitation, coordination, modification, or cancellation of any Campaign, including but not limited to: scheduling errors, incorrect briefings, miscommunications regarding selection status or availability, or failure to provide future work opportunities. In the event of a Company error affecting a confirmed monetary engagement, the Creator's sole remedy is, at the Company's sole discretion, either the re-offer of a reasonably equivalent opportunity or payment of any monetary compensation already fully earned and approved at the time the error occurred. Nothing in this Section excludes any non-excludable statutory rights the Creator may hold under the Australian Consumer Law or any other mandatory legislation that cannot be excluded by contract.

7. NON-CIRCUMVENTION

7.1 The Restriction Period. To protect the Company's proprietary network and business interests, during the term of any Campaign and for a period of twelve (12) months following either the conclusion of a Campaign or the initial introduction of a Creator to a Business Client by the Company (whichever is later), neither the Creator nor the Business Client shall directly or indirectly solicit, negotiate, or enter into any commercial agreement, content creation engagement, or licensing arrangement with one another outside of the Company's facilitation.

7.2 Exemption for Unrelated Collaborations. The restrictions set forth in Section 7.1 shall not apply to:

Documented, pre-existing commercial relationships between the Creator and the Business Client that definitively predate any introduction by the Company.
Completely independent and unrelated collaborations that arise organically and are demonstrably unconnected to the Company's services, introductions, or the scope of previous Campaigns. The burden of proof to demonstrate the unrelated nature of such collaborations rests jointly upon the Creator and the Business Client.

7.3 Liquidated Damages. In the event of a breach of this Non-Circumvention clause, the breaching party shall be liable to the Company for liquidated damages equal to the Company's usual management and licensing fees for each unauthorized collaboration and each piece of content licensed, as evidenced by the Company's standard fee schedule and applicable Campaign Briefs. These parties acknowledge this is a genuine pre-estimate of loss, not a penalty. For Creators holding non-excludable rights under the Australian Consumer Law or other mandatory legislation, those rights are preserved and this clause applies only to the extent permitted by law.

7.4 Acknowledgment of Genuine Estimate. The parties expressly acknowledge and agree that the liquidated damages described in Section 7.3 are not intended as a penalty, but rather represent a reasonable, genuine pre-estimate of the lost revenue, agency margins, and introduction value the Company would have earned had the engagement been properly processed through the Company's platform.

7.5 Right to Audit and Disclosure. In the event the Company holds a reasonable suspicion of a breach of this Section 7, the Company reserves the right to request, and the suspected breaching parties agree to promptly provide, reasonable documentation (such as contracts, invoices, or payment records) pertaining to the unauthorized engagement. This disclosure is solely for the purpose of verifying the breach and accurately calculating the liquidated damages owed under Section 7.3.

8. NEWSLETTERS, AFFILIATE MARKETING & AMBASSADOR PROGRAM

8.1 Newsletter Consent and Communications. By subscribing to the Company's newsletter, Users provide express consent to receive marketing and promotional communications. This explicit opt-in is required to comply with Canada's Anti-Spam Legislation (CASL) and Australia's Spam Act 2003. Subscribers retain the right to withdraw this consent and can unsubscribe at any time using the links provided in our communications.

8.2 Affiliate Marketing and Sponsored Content Disclosures. The Company’s newsletters and promotional channels may contain sponsored content, promotional offers, and affiliate links, which will be clearly identified as such.

Affiliate Links. It is a strict Company policy that any affiliate links utilized must be clearly disclosed at the point of use (e.g., "This post contains affiliate links").
Sponsored Content. In mandatory compliance with Australian ACCC guidelines and Canadian ASC guidelines, any newsletter content that is paid for or incentivized must be explicitly labelled as "Sponsored," "Advertisement," or "Paid Partnership". Failure to disclose is a regulatory violation.

8.3 Ambassador Program. The Company operates an Ambassador Program where selected creators and participants may earn commissions for successfully referring paying customers to the Company. The specific rules governing this program are set forth in the Ambassador Program Terms, which are attached as an Appendix to these Terms of Service. These Program Terms comprehensively cover:

Commission rates and calculation methods.
The definition of what constitutes a qualifying referral.
Payment timing.
Clawback policies in the event of client refunds.
The conditions under which ambassador status may be terminated.

9. LIMITATION OF LIABILITY

9.1 General Limitation and Cap on Liability. To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, consequential, special, or punitive damages (including, without limitation, loss of reputation, loss of sales, loss of profits, or business interruption) arising out of or related to these Terms, the Platform, or any User conduct, regardless of whether the Company was advised of the possibility of such damages. In no event shall the Company’s total cumulative liability for all claims related to a specific Campaign exceed the total fees paid by the User to the Company for that specific Campaign.

9.2 Mandatory Statutory Protections (Australian Consumer Law Carve-Out). Nothing in these Terms of Service excludes, restricts, or modifies any guarantee, right, or remedy implied or imposed by the Australian Consumer Law (ACL) or any other mandatory legislation which cannot lawfully be excluded, restricted, or modified. Where permitted by law, the Company's liability for failure to comply with any such guarantee, right, or remedy is limited to the re-supply of the services or the cost of re-supplying the services.

9.3 Force Majeure. The Company shall not be liable or responsible for any failure or delay in performing its obligations under these Terms where such failure is due to acts or circumstances beyond its reasonable control. This includes, but is not limited to, natural disasters, governmental actions, internet service disruptions, telecommunications failures, or other unforeseen force majeure events.

9.4 Business Client Indemnification. The Business Client agrees to indemnify, defend, and hold harmless the Company, its directors, officers, and agents from and against any claims, damages, liabilities, costs, or expenses (including reasonable legal fees) arising from: (a) the Business Client's specific use of Content or Deliverables, particularly regarding any elements appearing in the Content beyond the Creator's own contribution — such as identifiable people, private property, background music, logos, or trademarks; (b) any breach by the Business Client of its obligations under Sections 4, 5, or 6 of these Terms, including but not limited to failures relating to on-site filming compliance, platform compliance, sponsored content disclosure, and prohibited uses; and (c) any claim arising from the Business Client's use of Content in a regulated industry context where the Business Client has failed to obtain appropriate legal advice or comply with applicable industry regulations.

10. PRIVACY AND DATA PROTECTION

10.1 Privacy Summary. The Company collects certain personal information, including names, email addresses, device data, and banking details, strictly for the purposes of facilitating platform services, processing payments, and ensuring security. All personal data is handled in strict accordance with our full Privacy Policy, which is incorporated by reference into these Terms and can be accessed directly at: https://australiaexperiences.com/privacy-policy/.

10.2 Standalone Privacy Policy. A comprehensive explanation of our data practices is published in our standalone Privacy Policy, which is incorporated by reference into these Terms. This policy governs all platform use and details all categories of data collected, the legal basis and purpose for collection, third-party sharing practices, storage and security measures, data retention periods, user rights (including access, correction, and deletion), breach notification procedures, and our official privacy contact details.

10.3 Banking Details and Financial Data. The Company collects banking details specifically to process Creator payouts and manage client billing. The Company enforces strict protocols regarding this financial data: it is stored securely, access is restricted solely to authorized personnel required to process transactions, and it is securely deleted after use when no longer required for regulatory or accounting purposes.

11. MINORS

11.1 Account Registration Restriction. The Platform and Company services are intended strictly for users who are at least eighteen (18) years of age. By creating an account, you represent and warrant that you meet this age requirement. The Company implements an age gate at account creation to verify compliance. Individuals under the age of 18 are prohibited from registering for an account or entering into any commercial agreements through the Platform.

11.2 Content Featuring Minors. If Content produced or submitted by a Creator features the image, voice, or likeness of any person under the age of eighteen (18) (a "Minor"), the Creator must obtain written parental or legal guardian consent prior to filming. This consent must explicitly authorize the commercial and promotional use of the Minor's likeness by the Creator, the Company, and the Business Client across any media. Creator self-certification alone is not sufficient; a signed Parental/Guardian Consent Form must be used.

11.3 Verification and Right to Remove. Creators must produce copies of all required written parental consents to the Company promptly upon request. The Company reserves the absolute right to remove any Content featuring Minors or terminate an associated Campaign if valid consent documentation cannot be produced.

11.4 Campaign-Level Confirmation. At the point of submitting Content for each individual Campaign, the Creator must affirmatively confirm that all necessary parental or guardian consents for any Minors featured in that specific Content have been secured.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1 Good Faith Negotiation and Mediation. In the event of any dispute, claim, or controversy arising out of or relating to these Terms (a "Dispute"), the party raising the Dispute must first provide written notice to the other party specifying the nature of the Dispute in reasonable detail. The parties agree to attempt to resolve the Dispute through good faith negotiation for a period of thirty (30) days following delivery of such notice. If the Dispute remains unresolved at the end of that period, the parties agree to submit the Dispute to non-binding mediation before commencing any formal legal proceedings.

For Disputes involving parties in Canada, the mediation shall be conducted in accordance with the ADR Institute of Ontario (ADRIO) rules.
For Disputes involving parties in Australia, the mediation shall be conducted in accordance with the Australian Disputes Centre (ADC) guidelines.
For Disputes involving parties in any other jurisdiction, the mediation shall be conducted in accordance with the rules of the ADR Institute of Ontario (ADRIO).

12.2 Governing Law (Ontario & International). Except as provided in Section 12.3, these Terms and any Dispute shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties irrevocably submit to the exclusive jurisdiction of the courts located in Ontario, Canada.

12.3 Mandatory Protections for Australian Users. If you are a User located in Australia, these Terms are governed by the laws of the State or Territory in which you are located. Nothing in these Terms excludes, restricts, or modifies any guarantees, rights, or remedies you may have under the Australian Consumer Law (ACL) or other mandatory applicable legislation that cannot be excluded by contract. Notwithstanding the general jurisdiction clause in Section 12.2, Australian Users may bring claims arising from their mandatory ACL rights before the courts of the relevant Australian State or Territory in which they are located, without being required to litigate in Ontario, Canada.

12.4 Disputes Between Creators and Business Clients. Any dispute arising between a Creator and a Business Client regarding Content quality, delivery, or other Campaign-related matters must be settled independently between those parties. The Company bears no liability for the outcome of any such dispute, and nothing in these Terms obliges the Company to intervene, mediate, or facilitate a resolution.

13. CHANGES TO TERMS

13.1 Right to Modify. The Company reserves the right to update, modify, or replace any part of these Terms at any time to reflect changes in our practices or legal requirements. When updates are made, the "Last Updated" date at the top of these Terms will be revised accordingly.

13.2 Notification and Material Changes. The Company will notify existing Users via the Platform or email of any material changes to these Terms. This list is non-exhaustive and what constitutes a material change will be determined at the Company's reasonable discretion.

13.3 Active Re-acceptance Required. Unlike minor or typographical updates where continued use may suffice, all material changes will require Users to actively re-accept the updated Terms (via clickwrap consent) before they can continue to access the Platform or services.

13.4 Archive of Prior Versions. To ensure transparency, the Company will maintain an archive of prior versions of the Terms of Service, which will be made accessible to Users upon written request.

14. GENERAL PROVISIONS

14.1 Severability. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be severed from the remainder of the Terms, and the remaining provisions shall continue in full force and effect.

14.2 Entire Agreement. These Terms, together with any applicable Campaign Briefs and Appendices, constitute the entire agreement between you and the Company regarding the subject matter herein and supersede all prior or contemporaneous communications, whether electronic, oral, or written, except as expressly incorporated herein. For the avoidance of doubt, all Campaign Briefs, the Privacy Policy, and the Ambassador Program Terms attached as an Appendix are incorporated documents and are not superseded by this clause.

14.3 Waiver. The failure of the Company to exercise or enforce any right or provision of these Terms on any occasion shall not constitute a waiver of such right or provision in that or any other instance. No single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

14.4 Assignment. The Company may assign or transfer its rights and obligations under these Terms to a successor or affiliated entity at any time without notice. Users may not assign or transfer any rights or obligations under these Terms without the express prior written consent of the Company.

14.5 Governing Language. These Terms are drafted in English. In the event of any conflict or inconsistency between the English version and any translated version provided, the English version shall govern and prevail.

14.6 Notices. Any formal notice required or permitted under these Terms must be in writing and delivered by one of the following methods: (a) email to the address provided by the receiving party at account creation or otherwise notified in writing, deemed received on the next business day following transmission provided no delivery failure notification is received; or (b) registered post to the address provided by the receiving party at account creation, deemed received three (3) business days after posting. Either party may update their notice details by providing written notice to the other party in accordance with this clause. For notices from the Company to Users, publication of a notice on the Platform shall also constitute valid written notice where email delivery is not practicable.

15. CONFIDENTIALITY

15.1 Mutual Obligation. Each party (the "Receiving Party") agrees to keep confidential all non-public, proprietary, or sensitive information disclosed by another party (the "Disclosing Party") in connection with these Terms, any Campaign, or any engagement facilitated by the Company (collectively, "Confidential Information"). Each party agrees to use Confidential Information solely for the purposes of performing its obligations or exercising its rights under these Terms and any applicable Campaign Brief, and not to disclose it to any third party without the prior written consent of the Disclosing Party. For the avoidance of doubt, this Section governs commercial and business confidential information exchanged between the parties. The collection, use, and handling of personal data by the Company is governed separately by the Privacy Policy, which is incorporated into these Terms by reference under Section 10.

15.2 What Constitutes Confidential Information. Confidential Information includes, without limitation: campaign strategies, creative briefs, pricing, business objectives, client and creator identities and contact details, proprietary processes, audience data, and any other information that a reasonable party would consider confidential given its nature or the circumstances of disclosure. Information does not need to be marked "confidential" to qualify.

15.3 Permitted Disclosure. Each party may disclose Confidential Information to its own employees, directors, contractors, and professional advisors on a strict need-to-know basis, provided those individuals are bound by confidentiality obligations at least as protective as those set out in this Section. Each party remains responsible for any breach of this Section by those to whom it discloses Confidential Information.

15.4 Exceptions. The obligations in this Section do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party at the time of disclosure, as evidenced by written records predating disclosure; (c) is independently developed by the Receiving Party without reference to the Confidential Information; or (d) is required to be disclosed by applicable law, court order, or regulatory authority, provided the Receiving Party gives the Disclosing Party prompt written notice where legally permitted, and cooperates reasonably to limit the scope of required disclosure.

15.5 Duration. Confidentiality obligations under this Section survive termination or expiry of these Terms or any Campaign for a period of two (2) years.

15.6 Aggregated Performance Data. Notwithstanding Section 15.1, the Company reserves the right to use anonymised, aggregated campaign performance metrics — such as views, reach, engagement rates, or return on investment figures — for its own internal analysis, marketing, and business development purposes. The Company may reference such metrics in sales conversations, case studies, or promotional materials, provided that: (a) no User is identified by name, logo, or any other identifying detail; (b) no campaign strategy, creative brief, or proprietary business information is disclosed; and (c) the metrics shared cannot reasonably be used to identify any User. Any User may opt out of this right at any time by providing written notice to the Company.

15.7 Named Marketing Use. Where a User provides prior written consent, the Company may reference that User by name, logo, or other identifying details alongside specific campaign metrics or outcomes for any of the Company's marketing, sales, or business development purposes. Such consent must specify the information the Company is authorised to disclose. The User may withdraw this consent at any time by providing written notice to the Company, provided that materials already published or distributed prior to receipt of the withdrawal notice shall not be required to be recalled or amended.

16. ACCOUNT DELETION AND SURVIVAL OF OBLIGATIONS

16.1 Right to Delete Account. Any User may delete their account at any time by using the account deletion function available on the Platform, or by submitting a written request to the Company. Account deletion takes effect promptly upon processing by the Company.

16.2 Survival of Contractual Obligations. Deletion of an account does not extinguish, waive, or release any contractual obligation that has arisen prior to the effective date of deletion. Without limiting the foregoing, the following obligations survive account deletion indefinitely or for their stated duration: (a) any content licenses already granted to the Company or a Business Client; (b) any payment obligations owed to or by the Company; (c) non-circumvention obligations under Section 7; (d) indemnification obligations under Section 9.4; and (e) confidentiality obligations under Section 15.

16.3 Data Retention on Deletion. Upon account deletion, the Company will handle your personal data in accordance with the Privacy Policy, which governs all data retention, deletion, and user rights requests.

APPENDIX A: AMBASSADOR PROGRAM TERMS

1. SCOPE AND INCORPORATION

1.1 Purpose. These Ambassador Program Terms (the "Program Terms") govern your participation in the Australia Experiences Ambassador Program (the "Program").

1.2 Incorporation. These Program Terms are an Appendix to, and are expressly incorporated into, the Australia Experiences Terms of Service (the "TOS"). By participating in the Program, you agree to be bound by these Program Terms and the overarching TOS. In the event of a conflict, these Program Terms shall prevail specifically regarding Program-related activities.

2. ELIGIBILITY AND APPOINTMENT

2.1 Prerequisites. Participation is strictly limited to Content Creators who are active members of the Australia Experiences network in good standing.

2.2 Discretionary Approval. The Company reserves the absolute right to approve, reject, or terminate any Ambassador's participation at any time, with or without cause, subject to any applicable notice requirements set out in Section 6.1.

2.3 Independent Contractor Status. You participate in the Program strictly as an independent contractor. You are not an employee, agent, partner, or representative of the Company, and nothing in these Program Terms shall be construed to create any such relationship. In particular:

(a) You retain the complete freedom to promote, represent, or provide services to any other business or brand simultaneously with your participation in this Program, without restriction or obligation to notify the Company. The Company does not require exclusivity of any kind.
(b) You are free to accept or decline any promotional opportunity offered by the Company at your sole discretion. The Company does not guarantee any minimum volume of opportunities, referrals, or income.
(c) You have no authority to enter into contracts, incur liabilities, make representations, or otherwise bind the Company in any way.
(d) You are solely responsible for all applicable taxes, GST obligations, statutory contributions, and any other charges arising from commissions received under this Program in your jurisdiction, including obtaining and maintaining any required Australian Business Number (ABN) or equivalent registration where applicable.
(e) You are solely responsible for providing all equipment, tools, and resources required to perform your promotional activities.
(f) The Company does not provide you with any employment benefits, including but not limited to workers' compensation, superannuation contributions, health insurance, holiday pay, or severance.

3. QUALIFIED REFERRALS

3.1 Definition. A "Qualified Referral" is a Business Client entirely new to the Company that completes its first paid collaboration generating Net Agency Revenue to the Company in cleared funds.

3.2 Anti-Gaming and Exclusions. No commission is payable for:

(a) Self-referrals or referrals of entities in which the Ambassador holds a financial interest.
(b) Existing clients, past partners, or leads already in the Company's system.
(c) Recurring revenue, renewals, or subsequent services beyond the initial engagement.
(d) Engagements where the prospective client fails to pay or receives a full refund.

3.3 Tracking Mechanism. Referrals are tracked exclusively via the unique referral code assigned to the Ambassador. The Company is not liable for commissions on referrals that cannot be verified via the Platform's tracking logs at the time of onboarding.

4. COMMISSION STRUCTURE AND PAYMENTS

4.1 Commission Base. Commissions are calculated solely on the Company's Net Agency Revenue for the Qualified Referral's first paid collaboration. "Net Agency Revenue" means the Management Fee and License Fee actually received by the Company in cleared funds, and expressly excludes: (a) any Creator Fee or other amount collected by the Company for pass-through payment to a Creator; (b) the value of any Contra Benefit, gift, product, service, or experience provided by the Business Client to a Creator, whether or not such benefit passes through the Company; (c) applicable taxes; and (d) third-party costs reimbursed by the Business Client. For the avoidance of doubt, no commission is payable on amounts the Company does not retain as its own earned revenue.

4.2 Lifetime Tiers. Commissions are calculated in Australian Dollars (AUD) on the Net Agency Revenue, based on the total number of Qualified Referrals achieved during the Ambassador's lifetime participation:

Tier 1 (1–4 referrals): 15% of Net Agency Revenue from the first paid collaboration.
Tier 2 (5–15 referrals): 25% of Net Agency Revenue from the first paid collaboration.
Tier 3 (16+ referrals): 30% of Net Agency Revenue from the first paid collaboration.

4.3 Pay-When-Paid. The Company's obligation to remit commission is strictly contingent upon, and shall not arise until, the receipt of the corresponding funds from the Business Client.

4.4 Payment Timing. Commissions are processed monthly and paid within thirty (30) days following the end of the month in which the Company received the cleared funds.

4.5 Minimum Threshold. Payouts below $100.00 AUD will roll over to the next payment cycle.

4.6 Clawbacks. If a refund is issued to a Business Client for any reason, any commission previously paid for that referral will be deducted from your next available payout or must be repaid to the Company within thirty (30) days of demand. A commission becomes final and non-refundable ninety (90) days after the date the Company received cleared funds from the Business Client in respect of the qualifying referral. No clawback shall be initiated after this ninety (90) day window has elapsed.

5. INTELLECTUAL PROPERTY AND DISCLOSURE

5.1 Governing Document for Content Rights. Any Content created by an Ambassador in connection with their participation in this Program — including content created to promote the Company, its services, or any referral incentive — is governed exclusively by the Creator Content & Collaboration Agreement between the Ambassador and the Company. These Program Terms do not create any additional, separate, or conflicting content license. In the event of any conflict between these Program Terms and the Creator Content & Collaboration Agreement regarding content rights, the Creator Content & Collaboration Agreement shall prevail.

5.2 Prerequisite. An active, executed Creator Content & Collaboration Agreement is a mandatory prerequisite for participation in this Program. Ambassadors who have not executed that Agreement are not eligible to participate until it is in place.

5.3 Disclosure Compliance. You must clearly disclose your relationship with the Company in all promotional materials using labels such as "#Ad," "#Sponsored," or "Paid Partnership" in accordance with ACCC (Australia) and ASC (Canada) guidelines.

6. TERMINATION AND DISPUTES

6.1 Termination. The Company may terminate an Ambassador's status immediately for breach of these Program Terms or the overarching Terms of Service. Where termination is not for breach, the Company will provide at least fourteen (14) days' written notice prior to the termination taking effect.

6.2 Dispute Resolution. Any disputes arising from the Program shall be resolved in accordance with the Mediation and Governing Law provisions set forth in Section 12 of the TOS.

6.3 Effect of Termination on Commissions.

(a) Termination for Breach. If the Company terminates an Ambassador's participation for breach of these Program Terms or the overarching Terms of Service, the Company reserves the right to withhold any commissions earned but not yet paid at the time of termination. The Ambassador forfeits all entitlement to unpaid commissions upon termination for breach.
(b) Pipeline Referrals. Upon termination of an Ambassador's participation for any reason, all referrals in progress at the time of termination — including referred businesses that have not yet completed their first paid collaboration — are no longer commissionable. The Ambassador's entitlement to commission is strictly limited to Qualified Referrals that were fully completed and paid prior to the effective date of termination.
(c) Voluntary or Non-Breach Termination. Where the Company terminates an Ambassador's participation for reasons other than breach, commissions fully earned and approved prior to the termination date remain payable in accordance with Section 4.3, subject to any applicable clawback under Section 4.6.

6.4 Program Modifications. The Company reserves the right to modify, suspend, or terminate the Ambassador Program, or any aspect of it — including but not limited to commission rates, tier thresholds, payment timing, and eligibility criteria — at any time, by providing written notice to active Ambassadors at least fourteen (14) days prior to the change taking effect. Such modifications do not constitute a material change to the Terms of Service and do not require Ambassadors to re-accept the TOS. Modifications apply to new referrals introduced on or after the effective date of the change. Any Business Client already introduced via the Ambassador's referral code prior to the effective date remains subject to the commission terms in effect at that time. Continued participation in the Program after the effective date constitutes acceptance of the modified terms. If an Ambassador does not accept the modified terms, their sole remedy is to withdraw from the Program prior to the effective date of the change, with no entitlement to compensation beyond commissions already fully earned and approved before that date.