Terms & Conditions

Last Updated: April 1, 2025

1. Definitions

In these Terms and Conditions (the"Terms"), the following capitalized terms have the meanings set out below (unless the context requires otherwise):

"Company"or"Utogi": Utogi Ltd, a New Zealand company (trading as Owl AI), including its successors and assigns. Also referred to as "we","us"or"our".

"Owl AI"or"Service": The Owl AI progressive web application (PWA) and related software services provided by the Company. The Service is an AI-powered compliance assistant for licensed real estate agents and branch managers in New Zealand.

"User"or"you": Any individual or entity who creates an account or uses the Service. If you use the Service on behalf of an organization (such as an agency), User includes that organization.

"Compliance Manager": A licensed real estate agent or branch manager responsible for supervising salespersons, as required under section 50 of the Real Estate Agents Act 2008. This may include an agency's compliance officer or branch manager who oversees Users that are salespersons.

"Personal Information": Any information about an identifiable individual, as defined in the New Zealand Privacy Act 2020.

"Aggregated Data": Data or information related to the use of the Service that has been combined, anonymized, or de-identified such that it does not identify any individual User or any specific personal or confidential information.

"Subscription": A paid plan for ongoing access to the Service (e.g. monthly or annual subscription) following any Free Trial.

"Free Trial": A time-limited free-of-charge trial period during which the User may use the Service without paying Subscription fees.

"Terms": These Terms and Conditions, including any schedules or appendices, as updated from time to time.

"Privacy Policy": The Company's Privacy Policy governing the collection and use of personal data, available below and/or on our website, as updated from time to time.

Other capitalized terms used in these Terms may be defined elsewhere in the text below.

Headings are for convenience only and do not affect interpretation.

2. Acceptance of Terms

2.1 Binding Agreement:

By registering for an account, accessing, or using the Service (including during a Free Trial), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Service. These Terms apply to any use of the Service, whether via a web browser, mobile device, or any other platform.

Service, whether via a web browser, mobile device, or any other platform.

2.2 Authority:

If you are accepting these Terms on behalf of an organization or employer (for example, a real estate agency), you represent and warrant that you have the authority to bind that organization to these Terms. In that case,"you"and"User"will refer to the organization and its authorized users.

2.3 Age and Professional Status:

The Service is intended for use by professional, licensed real estate agents and branch managers in New Zealand. By using the Service, you represent that (a) you are at least 18 years of age and legally capable of entering into contracts, and (b) you are a licensed real estate salesperson, agent, or branch manager (or an employee/contractor authorized by a licensed agency to use the Service). We reserve the right to request proof of your licensing or authorization status.

2.4 Business Use & Consumer Law:

You agree and acknowledge that you are acquiring and using the Service in trade (for business purposes and not as a consumer). To the maximum extent permitted by New Zealand law, the parties agree that the provisions of the Consumer Guarantees Act 1993 do not apply to this Service. Both you and the Company also confirm that the Service is provided and acquired in trade, and accordingly, to the extent permitted by law, sections 9, 12A, and 13 of the Fair Trading Act 1986 (which relate to misleading and deceptive conduct and certain unfair practices) are contracted out of and do not apply. Nothing in this clause limits any rights which cannot be excluded by law.

3. Description of Service and No Legal Advice

3.1 Service Description:

Owl AI is a software-as-a-service platform that uses artificial intelligence algorithms to assist real estate professionals with compliance tasks. The Service may, for example, analyze information you input (such as transaction details or compliance questions) and generate suggestions, or other outputs aimed at helping you comply with relevant regulations and best practices. Owl AI is designed to support oversite of compliance under the Real Estate Agents Act 2008 and related regulations by providing information and workflow tools. It is not designed to be the final advice given to a Licensee/Salesperson on behalf of a branch manager or agent.

3.2 AI-Driven Tool:

You acknowledge that the Service is AI-powered and operates largely through automated processing of data. While the AI is designed to provide useful and up-to-date information, the outputs of the Service are generated by algorithms and may occasionally produce incorrect, incomplete, or outdated information. The Service may make use of third-party AI or machine learning services to process data (as further described in the Privacy Policy). We do not guarantee that any advice or information generated by the AI is correct, complete, or suitable for your specific situation.

3.3 No Legal or Professional Advice:

All content and outputs provided by the Service are for general informational purposes only. The Service is not a law firm or a licensed legal adviser, and nothing in the Service's output constitutes legal advice, financial advice, or other professional advice to you or any third party. Use of Owl AI does not create any solicitor-client (attorney-client) relationship or other fiduciary relationship between you and the Company. You should not rely on any information provided by the Service as a substitute for independent professional judgment or advice from a qualified lawyer or compliance professional. If you have specific questions about legal obligations or consequences, you should consult a qualified solicitor or seek guidance from the Real Estate Authority or other relevant regulator.

3.4 No Guarantee of Compliance:

The Company does not guarantee that use of the Service will result in or ensure compliance with any laws, regulations, rules, or professional standards. Use of the Service does not guarantee compliance with the Real Estate Agents Act 2008, its regulations, the Real Estate Agents (Professional Conduct and Client Care) Rules, or any other applicable laws or guidelines. You remain solely responsible for understanding and fulfilling your legal and professional obligations. The Service is a tool to assist you, but ultimate responsibility for any compliance decision or action lies with you (the User). You agree that you will not solely rely on Owl AI for critical compliance determinations and that you will exercise your own professional skill and care in all real estate agency work.

3.5 Informational Content Only:

All templates, checklists, suggestions, risk flags, or other content provided through the Service are intended as general aids. They may not account for all circumstances or recent changes in law. The Company may update content from time to time, but we make no warranty that any provided information is current or comprehensive. It is your duty to keep abreast of the legal requirements relevant to your work.

3.6 User Verification:

You acknowledge that any decisions or actions you take in reliance on information from the Service are taken at your own risk. The Company will not be liable for any fines, penalties, disciplinary actions, or losses resulting from your failure to comply with legal obligations, even if you followed guidance from the Service. You agree to double-check important information and, when in doubt, obtain advice from qualified persons or authorities.

3.7 AI Disclaimer:

You acknowledge that Owl AI's outputs are generated by automated, third-party machine-learning models (including OpenAI's ChatGPT). Such AI models may produce inaccurate, incomplete, fabricated, or outdated information ("hallucinations"). Utogi Ltd (trading as Owl AI) makes no representation or warranty, express or implied, regarding the truthfulness, accuracy, completeness, or fitness for any purpose of any AI-generated content.

3.8 No Reliance:

Compliance Responsibility. You expressly agree that you will not rely solely on AI-generated outputs for any decision that could have legal, financial, or regulatory consequences. You remain solely responsible for ensuring compliance with the Real Estate Agents Act 2008, its regulations, the Real Estate Agents (Professional Conduct and Client Care) Rules 2012, and all other applicable laws, standards, and internal policies. Owl AI is provided solely to assist you — it does not fulfill your legal duty of care.

3.9 Limitation of AI Liability:

Under no circumstances shall Utogi Ltd (Owl AI) or its affiliates, officers, directors, employees, or agents be liable for any direct, indirect, incidental, consequential, special, punitive, or exemplary damages arising from or in connection with AI-generated content, including but not limited to regulatory fines, disciplinary sanctions, lost commissions, or professional indemnity claims, even if Utogi Ltd has been advised of the possibility of such damages.

3.10 Model Updates & Third-Party Data Accuracy:

AI outputs reflect the state of underlying models (including ChatGPT) and third-party data at the time of generation. Utogi Ltd does not guarantee that outputs incorporate the most recent legislative amendments, regulatory guidance, or case law. You acknowledge that compliance requirements evolve and that Owl AI may not reflect the most current legal standards.

3.11 Indemnity for AI Misuse:

You agree to indemnify, defend, and hold harmless Utogi Ltd (Owl AI) and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from your use of AI-generated content, including reliance on inaccurate, incomplete, or misleading information provided by the Service.

4. User Accounts and Responsibilities

4.1 Account Registration:

To use the Service, you must create an account through our self-sign-up process. You must provide accurate and complete registration information, including your full name, a valid email address, and any other information requested (such as your agency or license number, if applicable). You are responsible for keeping your registration information up to date. We reserve the right to reject any registration or to terminate an account if the information provided is false, misleading, or incomplete.

4.2 Account Security:

You must maintain the confidentiality of your account login credentials (username and password or any other login method). You are responsible for all activities that occur under your account, whether authorized by you or not. You agree to notify us immediately at the contact information provided below if you suspect any unauthorized access to or use of your account. The Company will not be liable for any loss or damage arising from unauthorized use of your account caused by your failure to safeguard your credentials.

4.3 User Conduct:

You agree to use the Service only for lawful purposes and in accordance with these Terms. You must not: (a) use the Service in any manner that violates any applicable laws or regulations (including privacy laws and real estate regulations); (b) input or upload any information to the Service that is unlawful, defamatory, obscene, harassing, or infringes any third party's rights (including intellectual property or privacy rights); (c) use the Service to attempt to deceive or defraud any person or to otherwise engage in unethical conduct; or (d) interfere with or disrupt the integrity or performance of the Service or the data contained therein. We may, in our sole discretion, suspend or terminate your account for any misuse of the Service or violation of these Terms (see Section 12 below).

4.4 Professional Obligations:

As a User, you remain bound by the professional and legal obligations of your role as a licensed real estate agent or branch manager or salesperson. This includes duties under the Real Estate Agents Act 2008 and the Professional Conduct and Client Care Rules (e.g., duties of skill, care, competence, and client confidentiality). You agree that you will not use the outputs of the Service in any way that contravenes such obligations. If the Service suggests an action or omission that would be contrary to law or professional standards, you agree to disregard such suggestion and follow the law or proper professional practice instead.

4.5 User-Provided Data:

You are solely responsible for all data, content, and materials that you input into the Service or that are generated by your use of the Service (collectively,"User Data"). You represent and warrant that you have all necessary rights, consents, and permissions to provide the User Data to us and to use it within the Service. In particular, if you input personal information about any third parties (such as clients or customers) into the Service, you warrant that you have obtained any consent required under the Privacy Act 2020 or other applicable privacy laws to disclose that information to the Company for the purposes of using the Service. You must not upload any personal information that is not necessary for use of the Service. We reserve the right (but have no obligation) to remove or delete any User Data that we deem to violate these Terms or applicable law, at our sole discretion.

5. Compliance Manager Access (Section 50 Supervision)

5.1 Supervision Requirements:

The Real Estate Agents Act 2008 (section 50) requires that salespersons must be properly supervised and managed by a licensed agent or branch manager. The Service is designed to facilitate compliance oversight by allowing Compliance Managers to review and monitor certain activities of the salespersons under their supervision.

5.2 Consent to Access by Compliance Manager:

If you are a salesperson using the Service, you acknowledge and agree that your Compliance Manager (for example, your supervising branch manager or agent) may be given access to your account or to data about your usage of the Service. This may include access to compliance checklists you complete, records of tasks or reports generated, and other relevant User Data within the Service. Such access will only be granted to an authorized Compliance Manager associated with your agency or office, for the purpose of supervision and compliance oversight.

5.3 Scope of Access:

A Compliance Manager with authorized access can review, download, or generate reports on the compliance-related activities and information of the salespersons they supervise through the Service. This feature is intended to help Compliance Managers fulfill their legal duty to supervise (per section 50 of the Act) and to ensure that salespersons are meeting their compliance obligations.

5.4 Acknowledgment:

By using the Service as a salesperson, you explicitly consent to this supervised access. You acknowledge that this supervised access is necessary and lawful under section 50 of the Real Estate Agents Act 2008 and related regulations. You agree not to use the Service for any confidential personal purposes beyond your professional work, as your Compliance Manager and potentially your agency's administrators will have rights to view your usage.

5.5 Privacy and Data Handling:

Any Compliance Manager accessing your data via the Service is expected to handle that data in accordance with applicable privacy laws and only use it for legitimate supervision and compliance purposes. However, the Company is not responsible for any acts or omissions of your employer or supervising manager in how they use or disclose information obtained via the Service. Such matters may be governed by your arrangements with your employer and the Privacy Act.

6. Free Trial

6.1 Offer and Duration:

The Company may offer new Users a Free Trial of the Service for a limited period (for example, 7, 14 or 30 days) beginning from the date you first register for an account. The exact duration of any Free Trial will be as specified on our website or during the sign-up process. Free Trials are intended for you to evaluate the Service before committing to a paid Subscription.

6.2 Free Trial Terms:

During the Free Trial, you will have access to the Service's features at no charge, subject to these Terms (which fully apply during the trial). The Company reserves the right to modify or terminate any Free Trial offer at any time. Free Trials are limited to one per User (or per organization) unless otherwise permitted by us in writing. If we determine that you have violated the Free Trial terms or are abusing the Free Trial (for example, by creating multiple trial accounts), we may terminate your access to the Service or convert your trial to a paid Subscription immediately.

6.3 Transition to Paid Subscription:

At the end of the Free Trial period, your access to the Service will automatically expire unless you choose to continue with a paid Subscription. We may (but are not obligated to) notify you (for example, by email or in-dashboard notification) when your Free Trial is about to end. To avoid interruption of service, you must activate a paid Subscription plan (monthly or annual) before the trial ends or immediately thereafter. If you do not subscribe, you will lose access to the Service and any data you have inputted during the Free Trial may become inaccessible or deleted (unless you export it or we agree to retain it for a brief grace period, at our discretion).

6.4 No Charge During Trial:

There will be no Subscription fees charged during the Free Trial. However, you are still bound by all usage restrictions and obligations under these Terms during the trial. Any User Data you input during the trial will be handled in accordance with these Terms and our Privacy Policy. The Company shall have no liability for any loss of data or content if you do not continue with the Service after the Free Trial.

7. Subscription Plans and Fees

7.1 Subscription Requirement:

Except during an active Free Trial period, continued use of the Service requires an active paid Subscription. The Service may offer different Subscription plans (for example, a monthly plan or an annual plan, and possibly different tiers of service). The features, limits, and pricing for each plan are described on our website or in the Service interface. By selecting a Subscription plan, you agree to pay the applicable fees and charges for that plan.

7.2 Fees and Taxes:

All fees for the Subscription (the"Subscription Fees") are stated in New Zealand Dollars (NZD) unless otherwise specified and are exclusive of GST or any other applicable taxes. You are responsible for any goods and services tax (GST), value-added tax (VAT), or similar sales taxes that apply to your Subscription. We will add GST to New Zealand subscriptions at the applicable rate. If you are required by law to withhold any taxes from your payments to us, you must gross up your payments so that we receive the full amount of the listed Subscription Fees.

7.3 Billing and Payment:

By signing up for a Subscription, you must provide a valid payment method (such as a credit card or direct debit authorization). You authorize us (or our third-party payment processor) to charge your provided payment method for the Subscription Fees according to the billing cycle of your chosen plan (e.g., monthly in advance for a monthly plan, or annually in advance for an annual plan). Subscriptions will automatically renew at the end of each billing period (month-to-month or year-to-year, as applicable) unless and until you cancel your Subscription as described in Section 12 or via the account settings.

7.4 Free Trial to Paid Conversion:

If you provided payment details at the start of a Free Trial, you will only be charged once the Free Trial ends and only if you have elected not to cancel. In some cases, you may need to actively choose a plan and enter payment information at the end of the Free Trial to continue. The specific process will be indicated in the Service. If the Free Trial converts to a paid Subscription automatically (per a promotion or sign-up process), you will be charged the Subscription Fee immediately after the trial period ends.

7.5 Refunds:

Except as required by law or expressly stated otherwise, Subscription Fees are non-refundable. This means that if you cancel in the middle of a paid period, you will not receive a pro-rata refund for the remaining period. However, you will retain access to the Service until the end of the period you have paid for (unless your access is terminated for breach of these Terms). We do not provide refunds or credits for partially used periods, downgrade of plan, or for unused accounts. If you believe there has been an error in billing, you must contact us within 30 days of the billing date so we can review the issue.

7.6 Late Payments:

If we cannot charge your provided payment method for any reason (for example, due to expiration or insufficient funds), or if your payment is otherwise overdue, we may, at our discretion: (a) suspend or limit your access to the Service until payment is received, and/or (b) terminate your Subscription if the payment remains outstanding for more than a certain grace period (e.g., 14 days) after we have provided notice to you. You will be responsible for any reasonable costs we incur in collecting overdue amounts, including legal fees and collection agency charges.

7.7 Changes in Fees:

The Company reserves the right to change the Subscription Fees or introduce new fees for the Service on renewal of your Subscription or for new plans. Any fee change will not apply retroactively to your current billing period; it will become effective upon your next renewal or upgrade. We will give you reasonable advance notice of any material changes in fees (for example, by email or a notice within the Service). If you do not agree to the fee change, you may cancel your Subscription before the new fees take effect. Continued use of the Service after the fee change takes effect constitutes your agreement to pay the new amount.

7.8 Promotional Pricing:

We may offer special discounted Subscription rates or promotions (such as an introductory price or bundle with other services) for a specific period. Once that period ends, your Subscription may automatically renew at the standard rate unless the promotion explicitly states otherwise. All promotional offers are subject to these Terms and any additional terms of the promotion.

7.9 Token Limits & Usage Caps

We may apply usage limitations ("Token Limits") to manage fair and appropriate use of the Service. A Token represents a unit of system usage (for example, AI queries, compliance reports, or other feature interactions). Subscription plans may include a maximum Token allocation per billing cycle (e.g., monthly or annually), which will be communicated to you at the time of sign- up or renewal.

We reserve the right to adjust Token Limits at the start of any new billing period (monthly or annual, as applicable), in line with your Subscription renewal. Any such changes will be communicated to you in advance (e.g., via email or dashboard notice). Continued use of the Service after the new billing period begins constitutes your acceptance of the updated Token Limits.

8. User Data and Privacy

8.1 Privacy Policy:

Our collection, use, and disclosure of personal information in connection with the Service are governed by our Privacy Policy. By using the Service, you agree to the terms of the Privacy Policy. The Privacy Policy is incorporated into these Terms by reference. In the event of any inconsistency between these Terms and the Privacy Policy regarding personal data, the Privacy Policy will prevail to the extent of that inconsistency.

8.2 Ownership of User Data:

As between you and the Company, you retain ownership of any User Data (including personal information and compliance records) that you upload or input into the Service. Except for the rights expressly granted to the Company in these Terms, nothing in these Terms transfers ownership of your User Data to us.

8.3 License to User Data:

You hereby grant the Company a non-exclusive, worldwide, royalty-free license to host, use, copy, process, transmit, and display your User Data only as necessary to provide the Service to you and to otherwise fulfill our obligations under these Terms. This includes, for example, the right to process data through our AI systems to generate outputs, to make backup copies of data for security, and to transmit data to third-party service providers (such as cloud hosting or AI processing providers) who assist in operating the Service. We will not use your User Data for any purpose outside the scope of providing and improving the Service, except as permitted in Section 9 (Aggregated Data) or as required by law.

8.4 Data Security:

We will take reasonable technical and organizational measures intended to secure your User Data and protect it from loss, misuse, and unauthorized access or disclosure. However, you understand that no internet-based service is completely secure and we cannot guarantee absolute security. You are responsible for maintaining the security of your own systems and credentials used to access the Service.

8.5 Personal Information and Consent:

If you input any Personal Information of individuals (including any clients, customers, or colleagues) into the Service, you are responsible for obtaining any necessary consents and providing any required notifications to those individuals as required under the Privacy Act 2020 or other applicable privacy laws. The Service provides tools for compliance management; it is not intended to store sensitive personal data unrelated to real estate compliance. Do not upload more personal data than is necessary for using the Service. The Company will treat personal information in User Data in accordance with the Privacy Policy and applicable law, but we rely on you to ensure that any collection and sharing of that data with us is lawful.

8.6 Disclosure to Compliance Manager:

As noted in Section 5, if you are part of an organization using the Service (e.g., an agency with multiple users), certain User Data may be accessible by your organization's Compliance Manager or administrator within the Service. Such internal data sharing is under the control of your organization, and the Company provides the functionality as a data processor. Details are covered in the Privacy Policy, and by using the Service you consent to these intra-organizational disclosures.

8.7 Data Retention and Deletion:

Upon termination of your Subscription or account (and completion of any applicable notice period or wind-down period), we will handle your User Data in accordance with Section 12.4 below. Generally, we will delete or anonymize personal information when it is no longer needed for the purposes for which it was collected, except where we are required by law or have lawful grounds to retain it (for example, for recordkeeping, dispute resolution, or enforcement of agreements). Please consult the Privacy Policy for more information on data retention practices and how to request deletion of your data.

9. Aggregated Data and Analytics

9.1 Aggregated Data:

Notwithstanding anything to the contrary in these Terms, the Company may collect and create Aggregated Data from User Data and your use of the Service. Aggregated Data will not include any information that identifies you or any individual and is not considered personal information. For example, we may compile anonymous usage statistics (such as the number of forms completed, common keywords in queries (after removal of personal info), or general industry compliance trends derived from multiple users' inputs).

9.2 Use of Aggregated Data:

The Company owns all rights, title, and interest in the Aggregated Data. You agree that we may use, store, and share Aggregated Data for any lawful purpose, including but not limited to: improving and optimizing the Service and our AI algorithms; developing new features or services; performing industry or market analysis; academic or statistical research; and marketing or publishing insights about compliance trends (for example, in a whitepaper or blog post), provided that such data is in aggregated or de-identified form and does not divulge any confidential or personal information about you or any identifiable individual.

9.3 No Compensation:

You shall not be entitled to any compensation or attribution for the Company's use of Aggregated Data as described above. As Aggregated Data contains no identifying information, it will not be returned or deleted upon any request for data deletion or upon termination, since it cannot be linked back to you.

9.4 Analytics Tools:

The Service may also use analytics tools or services (which may use cookies or similar technologies) to collect technical and usage information automatically as you use the Service (e.g., page response times, device type, browser type, usage frequency, crash reports, etc.). These analytics help us understand user engagement and improve our product. Information collected through analytics will be handled in accordance with our Privacy Policy and will typically be in aggregate form. By using the Service, you consent to our use of such analytics tools.

10. Intellectual Property and License

10.1 Company Intellectual Property:

The Service (including all software, code, algorithms, user interfaces, content provided by the Company, designs, logos, trademarks, and trade names, and all other intellectual property rights in and to the Service) is owned by or licensed to the Company. Except for the limited rights expressly granted to you under these Terms, all rights, title, and interest in the Service and the Company's intellectual property remain with the Company (Utogi Ltd) and its licensors. Owl AI, the Owl AI logo, and any related marks are trademarks of the Company. You are not granted any right or license to use the Company's trade name or logos absent our prior written consent.

10.2 User License:

Subject to your ongoing compliance with these Terms (including timely payment of Subscription Fees), the Company hereby grants you a limited, non-exclusive, non-transferable, non- sublicensable, revocable license to access and use the Service for your internal business purposes as a real estate professional. This license is solely for the purpose of enabling you to use and receive the benefit of the Service as provided by the Company, and strictly in accordance with these Terms and any usage guidelines we may provide.

10.3 License Restrictions:

You must only use the Service as intended and allowed by these Terms. You agree that you will NOT:

1. a) copy, modify, adapt, translate, or create derivative works of the Service (including the software or any portion of our databases or content) except as strictly necessary for your own use of the Service within the permitted functionality;
2. b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Service, except to the limited extent that applicable law expressly permits despite this limitation (in which case, only upon providing us with reasonable advance notice);
3. c) rent, lease, lend, sell, sublicense, distribute, or otherwise transfer the Service (or any feature of it) to any third party, or provide it as a service bureau or on a time-sharing basis;
4. d) use the Service for the benefit of any third party who is not a registered User (for example, you should not output reports from the Service and claim they were professionally or legally verified, or resell our compliance checklists as your own product);
5. e) remove or obscure any proprietary notices on the Service or any reports or outputs (such as copyright or trademark notices);
6. use any automated system (like a robot, spider, scraper) to access the Service for disruptive purposes or to extract data at a scale beyond what is provided by our interface.

10.4 Feedback:

If you submit suggestions, enhancement requests, or other feedback (collectively,"Feedback") to us regarding the Service, you agree that such Feedback is provided on a non-confidential basis and the Company may freely use, modify, and incorporate such Feedback into our products or services without any compensation or attribution to you. You assign to us all right, title, and interest in any Feedback (including intellectual property rights) and agree to assist us, at our expense, in securing those rights if needed.

10.5 User Content:

To the extent you provide or upload any content or materials within the Service (for example, custom compliance notes, text, images, or documents), you represent that you have the necessary rights to do so, and you grant us the license rights outlined in Section 8.3 to use that content for the purpose of providing the Service. We do not claim ownership of your original content, but you are responsible for ensuring it does not infringe others' rights.

10.6 Third-Party Materials:

If the Service incorporates any third-party software, libraries, or content, the Company either has the right to include them or they are used under an open-source license or other license. Your use of those third-party materials within the Service may be subject to additional terms, which we will make available to you if required by the respective licensors. The Company's own obligations with respect to third-party materials are managed by the Company; as a User, you simply use the Service as a whole.

11. Suspension and Termination of Accounts

11.1 Suspension for Breach or Risk:

The Company may suspend or limit your access to the Service immediately without prior notice if we determine that:

1. a) you have materially breached these Terms (for example, by failing to pay fees when due, misusing the Service, or violating confidentiality or IP provisions);
2. b) your use of the Service is causing immediate or ongoing harm to the Service, other users, or third parties (e.g., you are hacking the system or uploading malware); or
3. c) suspension is required by law or by a regulator (for example, in response to a lawful takedown demand or an investigation). In the case of non-payment, we will typically provide a brief grace period or notice (e.g., 7 days past due) before suspension, except repeated or severe payment issues may result in quicker action. We will endeavor to notify you of any suspension and work with you in good faith to resolve the issue, but we are not liable for any consequences of suspension when done in accordance with this clause.

11.2 User Termination:

You may terminate your Subscription and account at any time by providing notice to us (for example, via the account settings in the Service or by contacting customer support). If you terminate in the middle of a billing cycle, the termination will take effect at the end of that paid period unless we agree otherwise. Simply uninstalling the PWA or ceasing to use the Service will not automatically terminate your account—please ensure you properly cancel via the provided methods. Upon termination by you, you will not be charged further Subscription Fees, but no refunds will be provided for any remaining period of a Subscription that you have already paid for (see Section 7.5).

11.3 Company Termination:

The Company may terminate your account or Subscription for convenience by providing at least 30 days' advance notice to you (for example, to the email associated with your account). We may also terminate your account immediately (or on shorter notice) if you materially breach these Terms and fail to cure the breach within a reasonable time after notice (if the breach is curable), or if you become insolvent, bankrupt, or undergo a change of control to a competitor of ours (to the extent permitted by law), or if continuing to provide the Service to you would violate any law. Additionally, if we decide to discontinue the Service entirely, we may terminate all user accounts with at least 30 days' notice, if feasible.

11.4 Effect of Termination:

Upon termination or expiration of your account for any reason: (a) your rights to access and use the Service will immediately cease, and any licenses granted to you under these Terms will terminate; (b) you must promptly stop using the Service and delete any local copies or installations of any software or materials provided by the Company (except for outputs or reports generated during your use, which you may retain for your records, subject to the continuing disclaimers and limitations in these Terms); (c) we may disable your account and all associated users' access. We recommend that prior to termination (whether by you or us), you use any available export or download features of the Service to obtain a copy of your important User Data.

11.5 Data Handling on Termination:

After termination, the Company will retain or delete User Data in accordance with our data retention policy. In general, we may retain your User Data for a limited period post-termination (for example, 30-60 days) in case you reactivate your account or need to retrieve information, after which we will securely delete or anonymize the Personal Information in the User Data, except to the extent we are required or permitted to retain it for legal compliance, dispute resolution, or internal business purposes. The Aggregated Data derived from your usage will be retained by the Company as it no longer identifies you. If you require our assistance in exporting any remaining data after termination, you must contact us within 10 days of termination to request this, and we will try to assist (we may charge a reasonable fee for extensive data export assistance that is outside the ordinary operation of the Service).

11.6 Survival:

Any provisions of these Terms which by their nature should survive termination (such as disclaimer of warranties, limitation of liability, indemnities, governing law, and any accrued rights to payment) will survive termination or expiration of your account or these Terms.

12. Disclaimers of Warranties

12.1"As-Is"Basis:

The Service is provided on an"as is"and"as available"basis. To the maximum extent permitted by law, the Company disclaims all warranties, conditions, and representations of any kind, whether express, implied, or statutory, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, accuracy, title, and non-infringement. We do not warrant that the Service will meet your requirements or that it will achieve any intended results.

12.2 No Guarantee of Error-Free Operation:

The Company does not guarantee that the Service (including any AI component) will be uninterrupted, secure, or error-free. We do not warrant that any information provided through the Service is free of errors or omissions, or that any defects in the Service will be corrected. While we will strive for high availability and accuracy, downtime may occur for maintenance, updates, or network issues, and errors or bugs may be present in complex software like AI systems. You assume all risk for any damage to your computer system or loss of data that results from your use of the Service.

12.3 No Warranty on Results:

No advice or information (whether oral or written) obtained by you from the Company or through the Service shall create any warranty not expressly stated in these Terms. You acknowledge that the outputs from the Service's AI (including compliance suggestions, risk assessments, or document analyses) are probabilistic and informational tools. The Company makes no guarantee regarding the accuracy, completeness, legality, or usefulness of any results or outputs generated by the Service. You are solely responsible for verifying any results before relying on them.

12.4 Informational Use and No Liability for Decisions:

Any decisions you make or actions you take (or fail to take) based on information obtained through the Service are your sole responsibility. The Company is not responsible for any business decisions, compliance actions, omissions, or outcomes arising from your use of the Service. Use of the Service is at your own risk, and you should use your independent judgment and expertise when evaluating Service outputs.

12.5 Third-Party Services:

The Service may integrate with or allow you to access third-party services (for example, an identity verification service, cloud storage, AI processing services, or links to external websites). We make no warranty or representation regarding any third-party services or information provided by third parties. Your use of third-party services may be subject to separate terms of use and privacy policies, which are solely between you and the third-party. We are not responsible for the performance, accuracy, or reliability of any third-party service.

12.6 Statutory Warranties:

While we exclude or limit warranties to the fullest extent permitted by law, we do not exclude any warranty or guarantee that cannot be excluded by law. If the law (including the Fair Trading Act or any consumer protection law that is not validly contracted out of) implies a guarantee or warranty into these Terms that cannot be excluded, then to the extent permitted by law, the Company's liability for breach of that guarantee or warranty is limited (at our option) to re- supplying the Service or paying the cost of having the Service supplied again.

12.7 Specific Disclaimers (Real Estate Compliance):

The Company is not the Real Estate Authority (REA) or any government regulator, and the Service is not an official compliance certification. We do not speak on behalf of any regulator. Compliance advice can be subject to interpretation and change. Always refer to the actual legislation, regulations, and REA guidance for definitive requirements. The Service's content may not reflect the most current legal developments. The Company disclaims any liability for any penalties, fines, disciplinary proceedings, or legal claims arising from non-compliance, even if the Service failed to flag an issue or flagged a non-issue.

13. Limitation of Liability

13.1 Cap on Liability:

To the fullest extent permitted by law, in no event will Utogi Ltd (trading as Owl AI), or any of its directors, officers, employees, or agents, be liable to you for any loss or damage of any kind, whether in contract, tort (including negligence), or otherwise, in connection with your use of the Services. The Company's total aggregate liability for all claims arising in any calendar month is limited to NZ $1 (one New Zealand dollar), regardless of the cause or nature of the claim. Under no circumstances will the Company be liable for any indirect, incidental, special, exemplary, or consequential damages, including but not limited to loss of profits, revenue, data, goodwill, or use, even if advised of the possibility of such damages. You confirm that you are acquiring the Services for the purposes of a Business and agree that the Consumer Guarantees Act 1993 does not apply.

13.2 No Indirect or Consequential Damages:

To the fullest extent permitted by law, the Company will not be liable for any indirect, special, incidental, consequential, or punitive damages, or for any loss of profit, loss of revenue, loss of business opportunity, loss of goodwill, loss of data, or business interruption, arising out of or in connection with the Service or these Terms. This limitation applies even if we have been advised of the possibility of such damages, and even if a remedy fails of its essential purpose. Examples: The Company shall not be liable for any regulatory fines or penalties you incur, any loss of commissions or sales, any damage to your professional reputation, or any costs of substitute services arising from the use or inability to use Owl AI.

13.3 User's Liability for Decisions:

You agree that the limitations of liability and exclusions of damages in these Terms are fair and reasonable given the nature of the Service (an assistive compliance tool) and that without them the fees charged would be higher. You acknowledge that you are in the best position to foresee and insure against potential damages (such as by obtaining professional indemnity insurance for your own business), and that the Company cannot economically assume those risks.

13.4 Exceptions:

Nothing in these Terms is intended to exclude or limit liability for: (a) death or personal injury caused by the Company's negligence, (b) fraud or fraudulent misrepresentation by the Company, (c) gross negligence or willful misconduct by the Company, or (d) any other liability which cannot be lawfully excluded or limited. However, to the extent that any mandatory liability cannot be fully excluded, we limit our liability to the minimum amount allowed by law.

13.5 Multiple Claims:

All claims and causes of action arising out of or relating to the Service or these Terms shall be aggregated for the purposes of the liability cap in clause 13.1, and multiple occurrences or claims shall not enlarge the cap. You may not circumvent the cap by bringing multiple claims or claims on behalf of affiliates for the same issue.

13.6 Reliance and Allocation of Risk:

You acknowledge that the Company has set its prices and enters into this Agreement in reliance on the disclaimers of warranty and the limitations of liability set forth herein, and that these terms form an essential basis of the bargain between you and us. You agree that such limitations are reasonable and will survive even if any remedy fails of its essential purpose.

13.7 No Liability for Force Majeure:

The Company shall not be liable for any failure or delay in performing its obligations to the extent that such failure or delay is caused by circumstances beyond the Company's reasonable control (such as acts of God, epidemic or pandemic, earthquakes, fire, flood, war, terrorism, civil unrest, labor shortages or disputes, internet or utility failures, or actions of government).

14. Indemnification

14.1 Your Indemnity to Company:

You agree to indemnify, defend, and hold harmless the Company and its directors, officers, employees, contractors, and agents (the "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorney's fees and costs) that arise out of or relate to (a) your use or misuse of the Service, (b) your violation of any of these Terms or any law or regulation, (c) your infringement of any third-party right (including intellectual property or privacy rights) through your use of the Service or through any content or data you provide, or (d) any dispute between you and any third party (including any client, customer, or regulatory authority) in connection with your use of the Service or your professional activities.

14.2 Nature of Claims:

This indemnity covers, without limitation, claims brought by third parties (such as clients or regulators) alleging that your use of the Service (or the outputs) led to a breach of duty, negligence, false representation, privacy breach, or other wrongdoing on your part. For example, if a client of yours claims they suffered loss because you followed an incorrect suggestion from the Service without verification, you would indemnify the Company for any cost or liability the Company incurs due to that claim.

14.3 Procedure:

If any Indemnified Party receives notice of a claim or legal action to which this indemnity may apply, the Company will promptly notify you of the claim (provided that failure to promptly notify will not eliminate your indemnification obligations except to the extent it prejudices your ability to defend the claim). You shall then assume control of the defense and settlement of the claim with counsel reasonably acceptable to the Company. The Indemnified Party shall cooperate with you (at your expense) in the defense. The Company reserves the right, at its option, to participate in the defense with its own counsel at its own expense. You may not settle any claim on behalf of the Indemnified Party unless the settlement unconditionally releases all Indemnified Parties of all liability and does not require any admission of fault or payment by the Indemnified Party.

14.4 Survival:

This indemnification clause survives any termination or expiration of these Terms or your use of the Service.

15. Changes to Service and Terms

15.1 Service Modifications:

The Company reserves the right to modify, update, or discontinue the Service (or any portion or feature of it) at any time. We continually work to improve Owl AI and may add or remove functionalities or features. We will endeavor to give you advance notice of any material changes to the Service that would significantly reduce its functionality or value to you. If you are on a paid Subscription and a modification to the Service materially reduces the core functionality of the Service in a way that adversely affects you, you may notify us within 30 days of the change and, if we cannot address your concerns, you may terminate your Subscription and receive a pro-rata refund of any prepaid fees for the remaining term (from the effective date of termination). This refund is your sole remedy for any Service modification.

15.2 Amendment of Terms:

The Company may update or amend these Terms from time to time, particularly to accommodate new services, changes in law, or improvements in our business practices. If we make a material change to these Terms, we will provide you with reasonable notice by posting the revised Terms on our website and/or by sending a notice through the Service or to your registered email. The notice will indicate the effective date of the changes. Your continued use of the Service on or after the effective date of the updated Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Service and may terminate your Subscription (Section 11.2).

15.3 Consent to Amendments:

For minor changes or clarifications that do not materially reduce your rights, we may not provide advance notice, and such changes will be effective immediately upon posting. It is your responsibility to review the Terms periodically. The"Last Updated"date at the top of this document indicates when the latest changes were made. We encourage you to save or print a copy of these Terms for your records, and we will archive prior versions or make them available upon request.

15.4 Special Terms or Agreements:

In some cases, the Company may enter into a separate written agreement with a customer (for example, an enterprise agreement with a real estate agency company) that supplements or supersedes certain provisions of these Terms. In such event, the terms of that signed agreement will govern to the extent of any conflict with these standard Terms, for that specific customer. Otherwise, these Terms represent the entire agreement (see Section 17.4) and can only be modified as provided herein.

16. Miscellaneous Provisions

16.1 Governing Law:

These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter, shall be governed by and construed in accordance with the laws of New Zealand. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

16.2 Jurisdiction:

You and the Company agree to submit to the exclusive jurisdiction of the courts of New Zealand with respect to any dispute or claim arising out of or in connection with these Terms or the Service. You agree that the courts of New Zealand are a convenient forum, and you waive any objection to those courts exercising jurisdiction over you. However, the Company retains the right to seek injunctive or equitable relief in any jurisdiction to protect its intellectual property or confidential information.

16.3 Assignment:

You may not assign or transfer any of your rights or obligations under these Terms to any third party without the prior written consent of the Company. Any assignment in violation of this clause will be null and void. The Company may assign, transfer, or novate its rights and obligations under these Terms, in whole or in part, to

1. a) an affiliate,
2. b) a successor in interest in the event of a merger, acquisition, or sale of all or substantially all assets of the Company or the business related to the Service, or
3. c) any other entity at our discretion (we will notify you of any such assignment if it materially affects the provision of the Service).

These Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

16.4 Entire Agreement:

These Terms (together with the Privacy Policy and any other documents expressly incorporated by reference, and any order form or Subscription details provided at signup) constitute the entire agreement between you and the Company regarding the Service and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral, relating to the Service. You acknowledge that you have not relied on any statement, representation, or warranty not expressly provided in these Terms in deciding to enter into this Agreement.

16.5 Severability:

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect. The parties shall negotiate in good faith a valid, legal, and enforceable substitute provision that most nearly reflects the original intent of the invalid provision.

16.6 No Waiver:

No failure or delay by the Company in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right or remedy, nor shall any single or partial exercise of any right or remedy preclude any further exercise of that or any other right or remedy. A waiver will only be effective if it is in writing and signed by an authorized representative of the party waiving the right.

16.7 Notices:

All notices or communications required or permitted under these Terms to the Company shall be in writing and shall be delivered by email to the address provided, or by registered mail to the Company's registered office address (as listed in public records or on our website). Notices to you may be given via the email address associated with your account, via notification through the Service interface, or by mail to any address you have provided. Notices will be deemed received:

1. a) if by email, upon transmission (provided the sender does not receive an error or bounce- back), or
2. b) if by mail, on the third business day after posting (or as per proof of delivery).

You are responsible for keeping your contact information (especially email) up to date in your account.

16.8 Relationship of Parties:

The relationship between you and the Company is that of independent contracting parties. Nothing in these Terms shall be construed to create any partnership, joint venture, agency, fiduciary, or employment relationship between you and the Company. Neither party has authority to bind the other or incur obligations on the other's behalf without prior written consent.

16.9 No Third-Party Beneficiaries:

These Terms are for the benefit of you and the Company (and permitted assigns) and not for any other person. Except for Indemnified Parties under Section 14 (to the extent they are expressly stated to benefit), no person or entity who is not a party to these Terms shall have any right to enforce any term of these Terms.

16.10 Language:

These Terms are written in English. If we provide a translation of these Terms, it is for convenience only. In the event of any conflict between the English version and a translated version, the English version will prevail.

16.11 Contact Information:

If you have any questions or concerns about these Terms or the Service, or need to provide any notice to the Company, you may contact us at: Utogi Ltd (Owl AI) – Email: hello@owlai.co.nz (or another email as provided on our website). By using or continuing to use the Owl AI Service, you acknowledge that you have read these Terms and agree to abide by them. Thank you for using Owl AI to support your compliance efforts.