Affiliate Partner Program Agreement

THIS AGREEMENT is made on the Effective Date BETWEEN:

(1) KYMAFLOW LIMITED, a limited liability company incorporated in New Zealand (NZBN 9429052907012), having its registered office at 1684 State Highway 2, Kaitoke, 5018, Upper Hutt, Wellington, New Zealand ("KymaFlow"); and

(2) the person or entity accepting this Agreement through the KymaFlow Partner dashboard ("Affiliate"),

(each a "Party" and together the "Parties").

Recitals

(A) KymaFlow operates the KymaFlow Platform, a technology-based marketplace connecting Senders and Transporters as defined in the KymaFlow Terms of Service.

(B) KymaFlow wishes to engage Affiliate to promote the KymaFlow Platform, and Affiliate wishes to participate in KymaFlow's Affiliate Partner Program, in each case on the terms set out in this Agreement.

(C) The Parties wish to record the terms on which Affiliate will provide promotional services and be compensated, as set out below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the Parties agree as follows:

1. Definitions and Interpretation

1.1 In this Agreement, unless the context otherwise requires, the following terms have the meanings set out below:

• (a) "Affiliate Link" means the unique tracking link issued to Affiliate under Clause 3.2, used to attribute Referred Users to Affiliate.
• (b) "Referred User" means an individual who creates a KymaFlow Account using the Affiliate Link.
• (c) "Fully Registered User" means a Referred User who completes KymaFlow's account registration process in full, including providing all information required by KymaFlow at registration, and whose registration has been verified as genuine in accordance with Clause 6. (See the amendment to Clause 1.1(c) above.)
• (d) "Completed Transaction" means a Shipment (as defined in the KymaFlow Terms of Service) in respect of which a Payout has been made to the Transporter following the Sender's confirmation of successful delivery. (See the amendment to Clause 1.1(d) above.)
• (e) "Program" means the KymaFlow Affiliate Partner Program described in this Agreement.
• (f) "Program Fees" means all amounts payable to Affiliate under Clause 3, in aggregate across all phases of the Program.
• (g) "Program Cap" means the maximum aggregate amount of Program Fees payable to Affiliate under this Agreement, being NZD $2,000.00.

1.2 Headings are for convenience only and do not affect interpretation. References to Clauses are references to clauses of this Agreement unless stated otherwise.

2. Purpose

2.1 The purpose of the Program is to grow KymaFlow's community of Senders and Transporters through Affiliate's promotional and referral activity. The Program comprises three sequential phases as set out in Clause 3, the aggregate compensation for which is subject to the Program Cap in Clause 4. (See the amendments to Clauses 3.2 and 3.3 above: the phases run concurrently.)

3. Program Structure and Compensation

3.1 Phase 1 – Social Media Promotion Fee. Affiliate shall publish one (1) agreed promotional post concerning KymaFlow per week, on the social media platform(s) and in the format agreed in writing between the Parties, for five (5) consecutive weeks, in accordance with Clause 5. KymaFlow shall pay Affiliate NZD $100.00 for each week in which a compliant post is published, up to a maximum of NZD $500.00 in aggregate for the five-week period. No payment is due for any week in which no compliant post is published, provided that the Program shall continue for the remaining weeks.

3.2 Phase 2 – Registration Bounty. Upon completion of Phase 1, KymaFlow shall issue Affiliate a unique Affiliate Link. KymaFlow shall pay Affiliate NZD $1.00 for each Fully Registered User who registers via the Affiliate Link, subject to verification under Clause 6. (See the amendment to Clause 3.2 above: the link is issued on approval.)

3.3 Phase 3 – Transaction Commission. Upon Affiliate's cumulative number of Fully Registered Users (comprising both Senders and Transporters referred via the Affiliate Link) reaching five hundred (500), Affiliate shall be entitled to NZD $5.00 for each Completed Transaction carried out by any Referred User, for so long as this Agreement remains in effect. For the avoidance of doubt, a Referred User remains attributed to Affiliate for the duration of this Agreement irrespective of the Program phase in effect at the time of that Referred User's registration. (See the amendment to Clause 3.3 above: no minimum number of Fully Registered Users applies.)

4. Program Cap and Term

4.1 This Agreement shall continue for a period of one (1) year from the Effective Date, or until aggregate Program Fees paid to Affiliate reach the Program Cap, whichever occurs first (the "Term").

4.2 KymaFlow shall maintain a running record of all Program Fees payable to Affiliate across Phases 1 to 3. Upon the Program Cap being reached, no further Program Fees shall accrue or become payable, and the Program shall terminate immediately, notwithstanding that part of the one-year period referred to in Clause 4.1 may remain outstanding.

4.3 Where the one-year period expires prior to the Program Cap being reached, the Program shall terminate in accordance with Clause 8, and no further Program Fees shall accrue following such expiry.

5. Promotional and Content Obligations

5.1 Platforms and Schedule. Posts published under Phase 1 shall be published on the platform(s) and according to the schedule agreed in writing between the Parties.

5.2 Brand Compliance. All content shall comply with KymaFlow's brand and content guidelines as provided to Affiliate from time to time, and shall not make any representation regarding KymaFlow, its pricing, safety, or services beyond that expressly approved by KymaFlow in writing.

5.3 Disclosure. Affiliate shall clearly and conspicuously disclose the sponsored nature of all Program content, including by use of "#ad," "#sponsored," or "Paid Partnership with KymaFlow," in accordance with the Fair Trading Act 1986 (NZ) and the Advertising Standards Authority's Influencer Marketing guidance, or the equivalent requirements of the jurisdiction and platform of publication. A failure to comply with this Clause 5.3 shall constitute a material breach of this Agreement.

5.4 Prohibited Content. Affiliate shall not publish content that is false, misleading, or defamatory, or that guarantees any specific earnings, outcome, or safety result arising from use of the KymaFlow Platform.

6. Verification and Fraud Prevention

6.1 KymaFlow may verify any registration or transaction prior to it being counted for the purposes of Clause 3. Any registration or transaction that KymaFlow, acting reasonably and in good faith, determines to be fraudulent, duplicate, self-referred, generated by automated means, or otherwise not genuine, shall not constitute a Fully Registered User or Completed Transaction, and no Program Fee shall be payable in respect thereof. KymaFlow may withhold or reclaim any Program Fee previously paid in respect of such registration or transaction.

7. Payment

7.1 Program Fees shall be calculated and paid monthly in arrears, in respect of amounts accrued and verified in the preceding calendar month, by direct bank transfer to the account nominated by Affiliate, in New Zealand dollars.

7.2 Affiliate is solely responsible for determining and satisfying its own taxation obligations, including in respect of goods and services tax and income tax, arising from Program Fees received under this Agreement.

8. Term, Renewal, and Termination

8.1 Term. As set out in Clause 4.

8.2 Renewal. This Agreement may be renewed or extended only by mutual written agreement of the Parties, which agreement may specify a new term, a new Program Cap, and any updated Program terms.

8.3 Termination for Cause. KymaFlow may terminate this Agreement immediately upon written notice to Affiliate if Affiliate: (a) commits a material breach of this Agreement, including of Clause 5.3; (b) engages in fraudulent or manipulative conduct within the meaning of Clause 6; (c) publishes content that, in KymaFlow's reasonable opinion, damages KymaFlow's brand or reputation; (d) breaches Clause 11 (Confidentiality); or (e) becomes insolvent or ceases to carry on business.

8.4 Termination for Convenience. Either Party may terminate this Agreement for any reason upon fourteen (14) days' prior written notice to the other Party.

8.5 Effect of Termination. Upon termination, KymaFlow shall pay Affiliate any Program Fees genuinely earned and verified as at the effective date of termination, subject always to the Program Cap. No further Program Fees shall accrue in respect of any registration or transaction occurring after the effective date of termination. Affiliate shall immediately cease use of the Affiliate Link and any KymaFlow brand materials, and shall remove or amend any live promotional content to reflect that the Program has ended.

9. Relationship of the Parties

9.1 Affiliate participates in the Program as an independent contractor. Nothing in this Agreement shall be construed to create an employment, partnership, joint venture, or agency relationship between the Parties, and neither Party has authority to bind the other.

10. Intellectual Property

10.1 KymaFlow grants to Affiliate a limited, non-exclusive, non-transferable, and revocable licence to use KymaFlow's name, logo, and approved marketing materials solely for the purpose of performing this Agreement. This licence shall terminate automatically and immediately upon termination or expiry of this Agreement.

11. Confidentiality

11.1 Affiliate shall keep confidential all non-public information relating to KymaFlow's business, the Program, or performance data disclosed in connection with this Agreement, and shall not disclose such information to any third party without KymaFlow's prior written consent.

12. Compliance with Laws

12.1 Affiliate shall comply with all applicable laws and codes of practice in performing this Agreement, including the Fair Trading Act 1986, the codes of practice of the Advertising Standards Authority, and the Unsolicited Electronic Messages Act 2007 to the extent applicable to Affiliate's promotional activity.

13. Indemnification

13.1 Affiliate shall indemnify and hold harmless KymaFlow and its affiliates, officers, directors, employees, and agents from and against any claim, liability, damage, loss, and reasonable cost (including legal fees) arising out of or in connection with Affiliate's breach of this Agreement, its promotional content, or its failure to comply with applicable law.

14. Limitation of Liability

14.1 To the maximum extent permitted by law, KymaFlow's total liability to Affiliate arising out of or in connection with this Agreement shall not exceed the total Program Fees actually paid to Affiliate under this Agreement. KymaFlow shall not be liable for any indirect, incidental, or consequential loss arising out of this Agreement.

15. General

15.1 Governing Law. This Agreement is governed by, and shall be construed in accordance with, the laws of New Zealand.

15.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties in respect of the Program and supersedes all prior discussions, representations, and agreements relating thereto.

15.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall continue in full force and effect.

15.4 Assignment. Affiliate shall not assign, transfer, or subcontract this Agreement or the Affiliate Link without the prior written consent of KymaFlow.

15.5 Electronic Execution. This Agreement may be executed electronically, including by Affiliate ticking an acceptance checkbox on the KymaFlow Affiliate Portal, which shall have the same legal force and effect as execution under hand.

15.6 Notices. Any notice given under this Agreement shall be in writing and delivered to the address or email address of the relevant Party recorded on the KymaFlow Platform, or such other address as either Party may notify to the other in writing.