Terms & Conditions

Sparrow Social Limited – Terms of Service

Last Updated: October 2025

PLEASE READ THESE TERMS CAREFULLY. By engaging Sparrow Social Limited’s services or accessing our platform, you (the “Client”) agree to be bound by these Terms of Service (“Terms”). If you do not agree with any part of these Terms, you must not use Sparrow Social Limited’s services. These Terms form a binding agreement between Sparrow Social Limited (Company No. 9370206, NZBN 9429053134998), a New Zealand Limited Company with its registered office at 4 Motoi Place, Ngongotaha, Rotorua 3010, New Zealand (hereinafter “Sparrow Social”, “we”, “us” or “our”), and you (the “Client” or “you”).

By signing up for an account, submitting a content request, or otherwise using our social media content creation and marketing services (the “Service”), you confirm that you have read and understood these Terms and agree to them. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

1. Scope of Services

1.1 Services Provided:

Sparrow Social offers white-label social media content creation and management services, including but not limited to: generating marketing content (such as social media posts, captions, images or videos), scheduling and publishing posts on social media platforms, providing analytics and performance reports, and executing targeted digital marketing campaigns across multiple social networks. We may utilize AI-powered tools to assist in content creation and automation. The Service is designed to support your marketing efforts by streamlining content generation and scheduling, particularly for clients requiring high-frequency or high volume social media posting (e.g. real estate agencies with multiple agents, recruitment firms, franchise businesses, etc.).

1.2 New Features and Changes:

Sparrow Social continually improves and expands its Service. You acknowledge that new features, services, or capabilities may be added over time. Such additions may be subject to additional terms or adjusted pricing. Sparrow Social reserves the right to update or modify these Terms and the pricing for its services in connection with new features or regulatory requirements. We will provide at least 30 days’ notice of material changes to the Terms or fees (for example, by email or via our website), unless a shorter period is required to comply with law or urgent platform updates. Your continued use of the Service after any update constitutes acceptance of the new Terms.

1.3 Business Use Only:

You represent and warrant that you are engaging Sparrow Social’s services for business or trade purposes and not as a consumer. The Service is intended for use by businesses, organizations, and marketing professionals, not for personal or household purposes. To the maximum extent permitted under applicable law, the parties agree that consumer protection laws (including New Zealand’s Consumer Guarantees Act 1993) do not apply to this agreement. In addition, both you and Sparrow Social confirm that the Services are provided and acquired in trade, and therefore sections 9, 12A, and 13 of the Fair Trading Act 1986 (New Zealand) are contracted out of and do not apply. Nothing in this clause limits any non-excludable rights you may have under law.

2. Client Accounts and Access

2.1 Account Registration:

In order to use certain features of our Service (such as accessing a content creation portal or scheduling dashboard), you may be required to create an account in our system or a branded portal we provide access to. When registering, you must provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of any login credentials and for all activities that occur under your account. If you become aware of any unauthorized access or use of your account, you must notify us immediately.

2.2 Acceptable Use:

You agree to use the Service only for lawful purposes and in accordance with these Terms and any Acceptable Use Policy or guidelines that Sparrow Social may provide from time to time. Clients must use the Service only in accordance with these Terms, the Acceptable Use Policy, and any other policies we publish from time to time. You must not use the Service (or any content generated through the Service) in a manner that violates any applicable law or regulation, infringes or misappropriates the intellectual property rights of any third party, or that is obscene, defamatory, harassing, hateful, or otherwise objectionable. Sparrow Social reserves the right to suspend or terminate your access to the Service for any abusive or unlawful usage, or for any violation of these Terms or our policies.

2.3 Third-Party Social Platforms:

In delivering our Services, we may post or manage content on your behalf on third-party social media platforms (e.g., Facebook, Instagram, Twitter/X, LinkedIn, etc.). You acknowledge that those platforms are operated by third parties and have their own terms of service and policies. You agree to comply with all applicable platform terms (for example, Facebook’s terms of service, Twitter’s rules, etc.) when Sparrow Social is posting content to those platforms for you. Sparrow Social is not responsible for any changes or restrictions implemented by such third-party platforms that may affect the performance of the Service. If a social platform’s APIs or policies change (for instance, if an API access is restricted or a feature is deprecated), Sparrow Social will make commercially reasonable efforts to adapt, but shall not be liable for any inability to access or post to any third-party service due to their actions or outages.

3. White-Label Platform Terms and Third-Party Services

3.1 Use of Penguin Pilot Platform:

Sparrow Social provides its services through third-party tools and platforms to enhance content creation and scheduling efficiency. In particular, our Service is powered by the Penguin Pilot platform, an AI-driven social media management software operated by Utogi Ltd. The following mandatory terms apply to Clients regarding our white-label use of the Penguin Pilot platform (as required by Utogi Ltd):

(a) Platform Use:

The Service is provided through the Penguin Pilot platform operated by Utogi Ltd. Clients must use the Service only in accordance with these Terms, the Acceptable Use Policy, and any other policies we publish from time to time.

(b) Relationship Clarity:

Sparrow Social Limited is solely responsible for the Client relationship, including support, pricing, billing, refunds, and service delivery. Utogi Ltd is not a party to your agreement with Clients and disclaims all responsibility for commitments or representations made Sparrow Social Limited.

(c) Payment Processing:

Payments for Credits made through the client portal are processed by Utogi Ltd (or its third-party processors) on Sparrow Social Limited’s behalf. Clients acknowledge that Sparrow Social Limited receives the profit margin from such purchases and that Utogi Ltd may deduct applicable processing fees before remitting funds.

(d) Refunds and Chargebacks:

If a Client requests a refund, initiates a chargeback, or otherwise reverses a payment, Utogi Ltd may deduct the corresponding amounts (including related processor fees) from Sparrow Social Limited’s balance or future payouts.

(e) Data Processing:

Client data will be processed by Utogi Ltd on Sparrow Social Limited’s behalf to deliver the Service. Sparrow Social Limited remains the data controller for all Client data. Clients consent to this processing in accordance with the Penguin Pilot Privacy Policy.

(f) No Exclusivity:

Nothing prevents Clients from signing up for and using the Service directly with Utogi Ltd.

(g) Limitations of Liability (Utogi):

Utogi Ltd will not be liable to Clients for any claims, damages, losses, or disputes arising from or relating to Sparrow Social Limited’s services, Sparrow Social Limited’s pricing, or Sparrow Social Limited’s relationship with Clients. Clients’ sole remedies in relation to the platform itself are limited to those available under the Penguin Pilot Terms of Service.

3.2 Third-Party Tools and Outputs – Disclaimers:

Sparrow Social may also utilize other third-party services, software, or AI tools in the course of delivering the Services (for example, design tools, scheduling software, analytics providers, content generation AI, etc.). You acknowledge and agree that any content or output generated by such third-party tools (including AI generated text or images) is provided on an “as-is” basis, without any guarantee of accuracy, quality, or fitness for a particular purpose. We do not warrant that content generated by third-party platforms or AI will be error-free, complete, or compliant with all laws or your specific needs. While we strive to use reputable tools and will make reasonable efforts to ensure quality, these outputs may occasionally contain errors, omissions, outdated information, or unintended results. It is the Client’s responsibility to review and approve all final content before its use or publication. By approving or using any content we deliver (including AI generated content), you accept full responsibility for that content and any consequences of its use. Sparrow Social disclaims any liability for losses or damages arising from errors or issues in third-party services or AI outputs. We strongly encourage Clients to independently verify important facts, statistics, or compliance requirements in any content before relying on it.

3.3 No Professional Advice:

Unless explicitly agreed in writing, Sparrow Social’s content creation and marketing services do not include legal, financial, or other professional advisory services. Any information or content we provide is for general marketing purposes and creativity, and should not be considered legal, financial, or compliance advice. We do not guarantee any specific marketing results, sales, or audience engagement outcomes from the use of our Service. You acknowledge that marketing success depends on many factors outside our control. Use of our Service does not ensure compliance with laws or regulations that may apply to your industry or locale. It is your responsibility to consult with qualified professionals (e.g., legal counsel or compliance experts) regarding any content or campaign to ensure it meets all legal and regulatory requirements in your jurisdiction and industry. The Service is a tool to assist you, but ultimate responsibility for any marketing decision, content, or action lies with you (the Client).

4. Client Responsibilities and Obligations

4.1 Provision of Information and Cooperation:

You agree to provide us with all information, materials, and access reasonably required for Sparrow Social to perform the Services. This includes (where applicable) branding assets, product information, account credentials for social media platforms (if we are posting on your behalf), and any necessary content guidelines or factual details about your business. All information you provide must be accurate, complete, and up-to-date. You acknowledge that timely feedback and cooperation are crucial for us to meet content schedules and project timelines. You agree to review drafts or proposals we send and provide approval or requested changes within a reasonable time frame (we generally request feedback within 3–5 business days, unless otherwise agreed). Any delays in providing required information or feedback may impact our delivery schedule or results, and we are not responsible for such delays. In certain cases, substantial delays or lack of communication from the Client may result in rescheduling of services or additional fees to accommodate the change in scope.

4.2 Client Review and Approval:

The Client is responsible for reviewing and approving all content, materials, and deliverables prepared by Sparrow Social before they are published or used publicly. Sparrow Social will seek your approval on content (e.g., social media posts, ad copy, designs) via the agreed process (through our platform, email, or other communication). Once you give approval (or if you fail to provide feedback/approval within a reasonable time after content is provided for review), the content will be deemed approved. We are not liable for any errors, omissions, or legal issues in content that were present in the materials and not caught or corrected by you during the review process. Your approval represents that you have confirmed the content’s accuracy and compliance to your satisfaction. If you require any third-party or internal approvals (for example, your own legal review or a compliance officer’s sign-off), you must obtain those approvals within the agreed timeline.

4.3 Compliance and Appropriate Use:

The Client is responsible for ensuring that the content and campaigns we create on your instruction are appropriate and lawful for your needs. This includes complying with all laws and regulations in your country or region that pertain to your industry and marketing activities (for example, data privacy laws, advertising standards, consumer protection laws, intellectual property laws, employment or real estate advertising regulations, etc.). If you operate in the EU/UK, you must ensure marketing content complies with GDPR and e Privacy rules as applicable; if you operate in the US (e.g., California), you must ensure compliance with laws like CCPA/CPRA in how you collect or use personal data in marketing, and so on. Sparrow Social will not knowingly create content that violates any known law or policy, but we rely on you to inform us of any specific legal or compliance requirements that apply to your content. You agree that you will not use the Service to create or disseminate any content that is illegal, defamatory, obscene, misleading, or that infringes any third party’s rights. The Client warrants that any materials provided to us (such as logos, images, copy, or data) do not infringe the intellectual property or privacy rights of others, and that you have all necessary permissions or licenses to use and to authorize Sparrow Social to use such materials. You further agree to indemnify and hold Sparrow Social harmless from any claims arising out of content or materials provided or approved by you (this is further detailed in the Indemnification section below).

4.4 Data and Privacy Compliance:

If our Services involve handling personal data provided by you (for instance, a list of customer contacts for a marketing campaign or access to your social media followers’ data), you confirm that you have collected and provided such personal data in compliance with applicable privacy laws (including providing any required notices and obtaining any required consents from individuals). You should not provide Sparrow Social with personal data that is not necessary for us to perform the Services. We will process any personal information you provide solely for the purposes of delivering our Services and in accordance with your instructions, and not for any other purpose. For example, if you provide us with an email list to send marketing content, we will only use that list for your project and not for our own marketing. If you are subject to laws like the GDPR, you may be considered the “data controller” and Sparrow Social a “data processor” for any personal data you supply – in such cases, Sparrow Social will assist you in meeting your compliance obligations as a processor, upon request (including signing a separate Data Processing Agreement if required). We will not sell or share personal information we process on your behalf with any third party for monetary or other valuable consideration, and we will not retain, use, or disclose it for any purpose other than providing the Services in accordance with these Terms. We will promptly comply with your instructions to correct or delete personal data, or to forward any data subject access or deletion requests that you direct us to handle. Each party agrees to take appropriate measures to protect personal data and to comply with applicable data protection laws in the performance of this Agreement.

4.5 International Use:

You acknowledge that Sparrow Social is based in New Zealand and, unless otherwise specified, our services (including any data storage or processing) may be provided from New Zealand or other jurisdictions where our third-party providers operate. If you are located outside New Zealand, you are responsible for ensuring that accessing and using our Service (including transferring your data to us) is permitted under the laws of your jurisdiction. By providing data or content to Sparrow Social, you authorize and instruct us to process and store it in New Zealand and any other country where we or our subprocessors maintain facilities, with the understanding that we will implement appropriate safeguards for cross-border data transfers. New Zealand is recognized by the European Commission as providing an adequate level of data protection for personal data from the EU, which permits the free flow of personal data from the EU to New Zealand. If you are in the EU/UK, we will handle personal data in accordance with the GDPR and rely on New Zealand’s adequacy status or other appropriate transfer mechanisms. If you are in a jurisdiction (such as certain states in the US or other countries) with privacy laws requiring specific contractual commitments for service providers, we intend for the Privacy & Data Protection section of these Terms to satisfy those requirements. Each party agrees to reasonably assist the other in addressing any cross-border data protection obligations.

5. Fees, Billing, and Payment Terms

5.1 Fees for Services:

The Client agrees to pay the fees for Sparrow Social’s services as set forth in an order form, proposal, statement of work, or invoice provided by Sparrow Social. Fees may consist of one-time project fees, recurring subscription fees, or usage-based fees (e.g., purchasing content “credits” or similar units) depending on the service plan you select. All fees will be quoted in New Zealand Dollars (NZD) unless otherwise stated, and exclude GST/VAT or other applicable taxes, which will be added as required by law. If you are outside New Zealand, you are responsible for any sales, value-added, or other taxes or duties applicable in your jurisdiction. If any withholding tax is required by law, you agree to gross-up the payment such that Sparrow Social receives the full amount invoiced.

5.2 Invoicing and Payment Schedule:

Unless otherwise agreed in writing, Sparrow Social will invoice the Client for services as follows:

• Subscriptions or Retainers:

If you are on a monthly or annual subscription plan (for example, a package including a certain number of posts per month), fees for each billing period are payable in advance at the start of that period. Subscriptions will automatically renew at the end of each billing cycle (monthly or yearly) unless canceled with at least 30 days’ notice prior to the next renewal date.

• Project-Based Work:

For custom projects or campaigns, Sparrow Social may require an upfront deposit and/or milestone payments as outlined in the project agreement. Typically, an initial payment of 50% may be required to commence work, with the remainder invoiced upon completion or as otherwise scheduled.

• Usage-Based or Credit Purchases:

If our Service uses a credit system (e.g., purchasing a bundle of content creation credits), payments for Credits are due at the time of purchase. Note: Payments for Credits made through our client portal are processed by Utogi Ltd on our behalf (as noted in section 3.1(c) above). You will see Utogi Ltd or Penguin Pilot as the payee for those transactions, which is normal. We will either charge the payment method you provide (for online payments) or send you an invoice. Invoices are due and payable within 30 calendar days from the invoice date, unless otherwise specified in writing. Payment shall be made in the currency stated on the invoice via the permissible methods (e.g. bank transfer, credit card, direct debit) as instructed.

5.3 Late Payments:

Timely payment is essential for the ongoing provision of the Service. If any invoice remains unpaid beyond 30 days of its due date, Sparrow Social reserves the right to take one or more of the following actions: (a) assess late interest on overdue amounts at the rate of 1.5% per month (or the highest rate permitted by law, if lower), accruing daily from the due date until paid in full; (b) suspend Services or Deliverables – we may pause any further work or withhold delivery of content (including stopping scheduled social media posts) until all overdue amounts are paid; and/or (c) recover costs of collection – you agree to reimburse any costs we incur in collecting late payments, such as reasonable legal fees or debt collection agency fees, to the extent permitted by law. Sparrow Social will provide notice (e.g., email) of any late payment issue and intent to suspend before suspending services. The Client agrees that Sparrow Social shall not be liable for any consequences or losses to the Client due to a suspension of services for non-payment.

5.4 Refunds and Credits:

Except as expressly provided in these Terms or as required by law, fees are non-refundable. Once content creation or other services have begun for a billing period or project, those fees are earned. If you terminate a subscription or retainer early (outside of an allowed trial period, if any), Sparrow Social is not obligated to refund any pre-paid fees for the remaining period. Credit purchases are typically final and non-refundable. However, if you believe there is an error in billing or have extraordinary circumstances, please contact us to discuss – any refunds or credits would be at Sparrow Social’s sole discretion, unless required under consumer law (if applicable). If a Client attempts to reverse or charge back a payment without our agreement, note that under the platform terms Utogi Ltd may deduct the amount from funds due to us, and we reserve the right to terminate your access for misuse of the payment process. Sparrow Social will follow the guidelines in section 3.1(d) regarding any chargebacks or reversals.

5.5 Payment Processing by Third Parties:

As noted above, certain payments (such as credit card charges or credit purchases through our portal) may be processed by third-party providers on behalf of Sparrow Social. This can include Utogi Ltd (the operator of our platform) or other payment processors (e.g., Stripe, PayPal). These third parties act as agents to collect payments on our behalf. By making payments, you agree to the processing of your payment information by such third parties in accordance with their terms. Sparrow Social is not responsible for any payment processing errors or fees charged by your bank or card provider (such as foreign transaction fees).

5.6 Taxes:

Each party is responsible for its own taxes based on its income. If withholding tax is applicable on payments you make to us, you will notify us and cooperate on required documentation, and you will not deduct any taxes unless required by law. If Sparrow Social is required to collect any indirect taxes (like GST or VAT) from you, we will itemize those on the invoice. You agree to pay any such taxes that are properly invoiced.

6. Intellectual Property Rights

6.1 Pre-Existing IP:

Each party retains ownership of all intellectual property it owned prior to the commencement of the Services. This means that Sparrow Social retains all rights to its pre-existing materials, methodologies, software, tools, and know-how, and the Client retains all rights to its own logos, trademarks, branding, and any content or materials you supply to us.

6.2 Ownership of Deliverables:

Subject to full payment of all fees due, Sparrow Social agrees to assign or license to the Client the agreed deliverables and content produced specifically and exclusively for the Client under this Agreement. Upon receipt of full payment, the Client will have a perpetual, worldwide license to use, reproduce, and distribute the final content we create for you in the course of the Services, for the purposes for which it was created (e.g., use on your social media, website, or marketing campaigns). If an assignment of copyright is required by law or requested by you for specific deliverables, Sparrow Social will execute necessary documents to effectuate the transfer of copyright to you once payment is complete. Until such payment, all rights in the deliverables remain with Sparrow Social.

6.3 Agency Portfolio Use:

The Client grants Sparrow Social a limited right to use the final, published versions of content or campaigns we create for you as examples in our portfolio or case studies, unless you expressly prohibit it in writing. We will not use your content in a way that discloses confidential information or non-public plans. This right is mainly to showcase our work to prospective clients (for instance, displaying an example social post we made for you). If your policy or industry regulations prohibit such use, please inform us and we will refrain from doing so.

6.4 Third-Party Materials and Software:

In some cases, Sparrow Social may incorporate third-party content (such as stock images, graphics, music, or software) into deliverables. We will ensure we have the appropriate licenses to use any such third-party materials in the deliverables. However, unless otherwise agreed, third- party materials remain the property of their respective owners and may be subject to their license terms. The Client’s use of any third-party materials included in deliverables is allowed only as part of the deliverable for its intended purpose, and not as a standalone use outside the scope of the project. For example, if we use a licensed stock photo in a social media graphic for you, you may use that graphic in your social media or marketing as intended, but you might not have rights to extract and use the stock photo by itself for other purposes. We will advise you of any pertinent third-party license restrictions in deliverables upon request.

6.5 Retention of Know-How:

Sparrow Social shall be free to use any general knowledge, skills, experience, or techniques acquired in the course of performing the Services for other projects or clients, provided that in doing so we do not use the Client’s confidential information or disclose any of the Client’s proprietary content. We also retain ownership of any general templates, software, or tools developed by us in the process of service delivery that are not specific to the Client. Nothing in this Agreement will be construed to prevent Sparrow Social from using any ideas, concepts, or know-how that are developed or created in the course of providing services to the Client, so long as such use does not reveal or make use of the Client’s confidential information.

6.6 Moral Rights:

Where applicable, Sparrow Social waives (or undertakes to procure the waiver of) any moral rights in the content deliverables to the extent necessary to allow the Client to fully utilize the rights granted in this Agreement. (Moral rights include rights of authorship attribution and integrity in some jurisdictions.)

7. Confidentiality

7.1 Definition of Confidential Information:

“Confidential Information” means any non-public or proprietary information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) in connection with the Services, either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as “confidential” or that a reasonable person would understand to be confidential given the nature of the information and the context of disclosure. Sparrow Social’s Confidential Information includes, without limitation, our software, algorithms, pricing strategies, product plans, and any non-public aspects of the Penguin Pilot platform we provide to you. The Client’s Confidential Information includes, without limitation, your marketing plans, customer lists, and any data you provide about your business operations or clients. Deliverables and content drafts we produce for you will be considered your Confidential Information (until they are published publicly, at which point they are no longer confidential). Personal data that is subject to privacy laws (e.g., customer personal information) shall also be treated as Confidential Information.

7.2 Exclusions:

Information will not be considered Confidential Information if the Receiving Party can show that: (a) it was already known to the Receiving Party without obligation of confidentiality prior to disclosure by the Disclosing Party; (b) it was or becomes generally available to the public through no wrongful act or omission of the Receiving Party (e.g., information that is publicly posted by the Disclosing Party); (c) it was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) it was rightfully obtained from a third party who had the right to disclose it without confidentiality obligations.

7.3 Confidentiality Obligations:

Each Receiving Party agrees to hold the Disclosing Party’s Confidential Information in strict confidence and not to disclose it to any third parties except as authorized by the Disclosing Party or as needed to fulfill its obligations under these Terms. Each party shall use the same degree of care to protect the other’s Confidential Information as it uses to protect its own confidential information of similar nature, but in no event less than reasonable care. The Receiving Party may disclose Confidential Information only to its employees, contractors, or subprocessors who need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those herein. The Receiving Party shall not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written consent.

7.4 Compelled Disclosure:

If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information of the Disclosing Party, it shall (if legally permissible) give the Disclosing Party prompt written notice of such requirement prior to disclosure and cooperate with the Disclosing Party’s reasonable requests to seek a protective order or other appropriate remedy. If disclosure is still required, the Receiving Party will only disclose the minimum Confidential Information necessary to comply with the legal requirement.

7.5 Return or Destruction:

Upon termination of the Agreement or upon the Disclosing Party’s written request, the Receiving Party will promptly return or destroy (at the Disclosing Party’s election) all Confidential Information of the Disclosing Party in its possession or control, and certify in writing that it has done so, except that the Receiving Party may retain one archival copy of the Confidential Information as required for legal or compliance purposes or if automatically stored in routine IT backup, provided that such retained information remains subject to the confidentiality obligations hereunder.

7.6 Confidentiality of Agreement:

The terms and conditions of our engagement (including pricing) shall be considered Sparrow Social’s Confidential Information, and Client shall not disclose them to any third party (except to your professional advisors or as required by law). However, both parties may publicly refer to the existence of the business relationship between us (for instance, listing Client’s name as a client of Sparrow Social, per Section 6.3, or vice versa, unless otherwise agreed).

7.7 No Publicity:

Except as provided in Sections 6.3 and 7.6 above, neither party will use the name, logo, trademark, or other marks of the other party in any publicity, marketing, or announcement (except internal announcements and communications with advisors) without the prior written consent of the other party.

8. Privacy and Data Protection

8.1 Compliance with Privacy Laws:

Sparrow Social is committed to protecting privacy and personal data in accordance with applicable laws. We adhere to the New Zealand Privacy Act 2020 and have measures in place to ensure compliance with its Information Privacy Principles for any personal information we handle. We also acknowledge and comply with key international privacy regulations to the extent they apply to our processing, such as the EU/UK General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA) (including as amended by the CPRA). For example, personal information is collected and used by Sparrow Social only for legitimate purposes related to providing our services, and we implement reasonable safeguards against unauthorized access or disclosure in line with NZ Privacy Principle 5 (Storage and security of personal information).

8.2 Privacy Policy:

Our detailed practices regarding personal information (such as what data we collect, how we use and disclose it, and individuals’ rights) are described in Sparrow Social’s Privacy Policy, which is hereby incorporated by reference into these Terms. By using our Services, you also agree to the terms of our Privacy Policy. In the event of any conflict between these Terms and the Privacy Policy regarding personal data handling, these Terms will prevail as between the parties, but nothing in these Terms limits any rights you or individuals have under the Privacy Policy or applicable law.

8.3 Data Provided by Client:

As noted in Section 4.4, if you provide Sparrow Social with personal data (e.g., your customers’ or website users’ personal information) to use on your behalf, you are responsible for having a lawful basis for doing so. Sparrow Social will act as a service provider/processor with respect to such data. We will: (a) process the personal data only on your documented instructions as contained in these Terms or as otherwise directed in writing, and for the Contracted Business Purpose of performing our services for you; (b) not sell or share that personal data with any third party except as needed to provide the Service (for example, uploading it to a social media platform if instructed as part of a campaign), and not use or retain it for any purpose other than performing the Services and as permitted by these Terms; (c) implement appropriate technical and organizational security measures to protect the data; (d) assist you in good faith with any data subject access, correction, or deletion requests or other inquiries to the extent you do not have the ability to fulfill them using available tools; and (e) upon termination of Services or as otherwise directed, delete or return the personal data (subject to any legal requirements to retain certain data). We also certify that we understand our obligations under applicable U.S. state privacy laws (such as CCPA/CPRA) and will comply with the limitations and prohibitions on data use, retention, and disclosure as a service provider under those laws. In summary, we will provide at least the same level of privacy protection as is required of you under laws like the CCPA for the personal information we process on your behalf.

8.4 Cross-Border Data Transfers:

Given the international nature of digital marketing, data (including personal data) may be transferred across national borders as part of the Service (for example, data may be stored on cloud servers in other countries, or accessed by you while traveling). Sparrow Social will ensure that such transfers are made in compliance with applicable laws. For personal data from the European Economic Area (EEA)/UK/Switzerland, transfers to New Zealand are permitted under the EU’s formal adequacy decision for New Zealand. If we need to transfer EU/UK personal data onwards from New Zealand to a third country that lacks an adequacy decision (for instance, if using a U.S.-based sub-processor), we will do so under standard contractual clauses or another valid transfer mechanism, and will inform you and seek any necessary consent or agreement for such transfer. For personal data originating in New Zealand that we transfer overseas, we will comply with the NZ Privacy Act’s requirements (including Section 11 on disclosing information overseas) – essentially, we will only transfer such data if we reasonably believe the recipient is subject to laws or agreements that ensure comparable protections to the NZ Privacy Act, or if we have the individual’s consent after informing them that the destination may not have equivalent protections. By using our Service, you authorize Sparrow Social to transfer and process personal data internationally as needed to provide the Service, consistent with this section.

8.5 Data Security:

We take data security seriously. Sparrow Social implements reasonable and appropriate security measures to protect personal information and Client Confidential Information from unauthorized access, loss, or misuse. This includes measures such as access controls, encryption of data where appropriate, and using reputable cloud service providers with robust security practices. However, you acknowledge that no method of transmission over the Internet or electronic storage is perfectly secure, and we cannot guarantee absolute security. In the event of a data breach involving your personal data, Sparrow Social will promptly notify you and provide information on the breach as required by law, and will take necessary steps to mitigate the breach and prevent future occurrences.

8.6 Privacy Point of Contact:

If you have any questions or requests regarding privacy or data protection in relation to our Services (for example, if you need a Data Processing Addendum or have a user data request), you can contact us at the email address provided in the Notices section or as specified in our Privacy Policy. Both parties agree to cooperate in good faith to resolve any issues arising in order to comply with data protection laws.

9. Limitations of Liability

9.1 No Indirect Damages:

To the maximum extent permitted by law, neither party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, or for any loss of profits, revenue, data, business opportunity, or goodwill, arising out of or related to this Agreement or the Services, whether in contract, tort (including negligence), equity, or any other theory of liability, and even if that party has been advised of the possibility of such damages. For example, Sparrow Social will not be liable to you for any lost sales or lost business opportunities due to a delay in posting content, nor will you be liable to us for lost profits except for the fees due, etc. Each party agrees to the foregoing limitation on behalf of itself and its affiliates and suppliers.

9.2 Cap on Direct Liability:

Sparrow Social’s total aggregate liability to the Client for all claims arising out of or relating to this Agreement or the Services (whether in contract, tort, or otherwise) shall not exceed the total fees actually paid by the Client to Sparrow Social for the Services in the 3 months* immediately preceding the event giving rise to the claim*. If no fees were paid (for example, during a free trial period), Sparrow Social’s liability is limited to NZ $100. This limitation is cumulative and not per-incident. This cap on liability reflects a fair allocation of risk between the parties** and forms the basis of our pricing and willingness to enter into this Agreement.

9.3 Liability Exclusions:

Sparrow Social shall not be liable for any claims or losses arising from: (a) Client’s breach of this Agreement or misuse of the Service; (b) Content or instructions provided by the Client – for example, if you provide us with incorrect information or require us to post material that infringes a third party’s rights or violates law, and a claim or fine results, we are not responsible (and indeed you will indemnify us as set forth below); (c) Third-party platform issues – any downtime, security breach, or functionality change on a third-party service (such as a social media network or the Penguin Pilot platform or other tools) that impacts the Services; (d) Loss of data or content if you failed to maintain your own backups of materials (we recommend that you keep copies of all final content we deliver and any data you provide); or (e) Any events of Force Majeure as defined in Section 12.

9.4 Exceptions:

Nothing in these Terms is intended to exclude or limit either party’s liability for: (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; (iii) non-payment of amounts owed (for which you remain fully liable); (iv) any breach of confidentiality or data privacy obligations where liability for such breach cannot be limited by law; or (v) any other liability which cannot be excluded or limited under applicable law. However, to the extent such liabilities can be limited, they are limited to the fullest extent permitted by law.

9.5 Additional Platform Liability Terms:

The parties acknowledge the specific limitations of liability regarding Utogi Ltd and the Penguin Pilot platform in section 3.1(g) above, which provide that Utogi Ltd (the third-party platform provider) has no liability to the Client for issues arising from Sparrow Social’s services or relationship. The Client’s sole remedies regarding any failure or issues with the platform itself are those offered under Utogi’s own terms of service with you, if applicable. This clause does not limit Sparrow Social’s liability to you under this Agreement for our own actions, but clarifies that the platform owner is not responsible for Sparrow Social’s promises or commitments.

9.6 No Warranties:

Except as expressly set out in these Terms, the Service and all deliverables are provided “AS IS” and without any warranty of any kind. To the fullest extent permitted by law, Sparrow Social disclaims all warranties and representations, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or that the Service will be uninterrupted or error-free. Sparrow Social does not guarantee any specific results from the use of the Service, or that all errors can or will be corrected. Clients use the Service at their own risk. Sparrow Social’s only warranties are that it will perform the Services with reasonable care, skill, and professionalism consistent with industry standards, and that it will not knowingly violate any third-party rights or laws in providing the Services.

10. Indemnification

10.1 Client Indemnity to Sparrow Social:

The Client agrees to indemnify, defend, and hold harmless Sparrow Social Limited and its directors, officers, employees, agents, and affiliates (“Indemnified Parties”) from and against any and all third-party claims, demands, suits, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or related to: (a) Content or Data Provided by Client – any allegation that content, materials, or information provided by the Client (or by the Client’s agents) to Sparrow Social for use in the Services infringes any copyright, trademark, trade secret, or other intellectual property rights of a third party, or violates privacy, publicity, or other rights of a third party, or is defamatory or unlawful in any way; (b) Client’s Use of the Deliverables – any allegation arising from the Client’s actual use or publication of the content we deliver (except to the extent resulting from a material that Sparrow Social added without Client’s direction and that infringes a third party’s IP – in such case, our fault, we handle as per 10.3 below); (c) Client’s Breach of Law or Regulation – any fines, penalties, or claims resulting from the content or marketing activities (created by Sparrow Social at Client’s direction) violating laws applicable to the Client (for example, if the Client instructs us to send unsolicited messages in a way that violates spam laws, or to post content that does not meet advertising standards in the Client’s jurisdiction); or (d) Client’s Breach of Agreement – any other breach by Client of these Terms, including any misuse of the Service or violation of Section 4.3 (Compliance), which causes a claim or damage to a third party or to Sparrow Social.

The Client’s indemnification obligation includes reimbursing the Indemnified Parties for any costs and attorneys’ fees reasonably incurred in responding to any claim (even if such allegations are groundless). Sparrow Social will: (i) promptly notify the Client in writing of any claim for which indemnity is sought, (ii) permit the Client to control the defense and settlement of such claim (provided that any settlement that admits liability or imposes non-monetary obligations on Indemnified Parties requires Sparrow Social’s prior written consent, not to be unreasonably withheld), and (iii) cooperate with the Client, at Client’s expense, in the defense of the claim. This indemnity will survive termination of the Agreement.

10.2 Client Indemnity to Utogi:

Additionally (and without limiting Section 10.1), because our Service involves the Utogi/Penguin Pilot platform, the Client agrees that it will not assert any claim against Utogi Ltd arising from Sparrow Social’s services, and if any claim is brought by the Client’s customers or affiliates against Utogi relating to Sparrow Social’s services or promises, the Client will indemnify and hold Utogi harmless from such claims. This reiterates the understanding in section 3.1(g) that Utogi is not responsible for our client relationships, and ensures Sparrow Social will bear responsibility (or pass it to the Client if the issue was Client’s fault) rather than Utogi.

10.3 Sparrow Social Indemnity to Client:

Sparrow Social will indemnify and hold the Client harmless against any third-party claim that deliverables created independently by Sparrow Social (and not based on Client Materials or instructions) infringe a third party’s copyright or registered trademark. In the unlikely event such a claim arises, Sparrow Social may, at its option: (a) modify or replace the infringing part of the deliverable to be non-infringing, (b) procure a license for the Client to use the infringing material, or (c) if options (a) and (b) are not feasible, refund to the Client the fees paid for the specific deliverable that is the subject of the infringement claim, upon which the Client will cease all use of that deliverable. This Section 10.3 states Sparrow Social’s entire obligation and Client’s exclusive remedy with respect to any intellectual property infringement by the deliverables. Sparrow Social has no indemnity obligation for claims arising from: (i) Client Materials or specifications provided by the Client, (ii) modifications to a deliverable made by anyone other than Sparrow Social, (iii) combination of the deliverable with other materials not furnished by Sparrow Social (if the claim would have been avoided by use of the deliverable alone), or (iv) the Client’s continuance of use of an allegedly infringing deliverable after being provided a modified version or instructed to cease use.

10.4 Indemnity Procedure:

An indemnified party shall give the indemnifying party prompt notice of any claim for which indemnification is sought (provided that delay in notification does not excuse the indemnifier unless it prejudiced their ability to defend). The indemnifying party shall have the right to assume the defense of the claim with counsel of its choice (reasonably acceptable to the indemnified party). The indemnified party shall reasonably cooperate at the indemnifier’s expense. The indemnified party may participate with its own counsel at its own expense. If the indemnifying party fails to promptly assume the defense, the indemnified party may do so and the indemnifying party shall reimburse all costs and fees incurred.

11. Term and Termination

11.1 Term of Agreement:

This Agreement commences on the date you first accept it (by signing a contract, clicking acceptance, or using the Service) and continues until terminated as provided herein. If you have subscribed to an ongoing service or plan, the Agreement will continue for the initial term specified (e.g., month-to-month or one year) and will auto-renew as described in Section 5.2, until terminated.

11.2 Termination for Convenience:

Either party may terminate this Agreement (or any specific Service subscription) for convenience by providing at least 30 days’ prior written notice to the other party. For subscription services, you may give notice of non-renewal at least 30 days before the next renewal date to avoid being charged for the next period. If the Client terminates for convenience, Sparrow Social will cease further work and will issue a final invoice for any work completed or in progress up to the termination date (any prepaid but unused fees for whole months remaining may be refunded at our discretion, but credits or partial months are generally non- refundable). If Sparrow Social terminates for convenience (which we would typically only do if we exit the business or platform entirely, or have a conflict of interest issue), we will refund you any fees prepaid for services not yet rendered.

11.3 Termination for Cause:

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches any provision of these Terms and fails to cure the breach within 15 days after receiving written notice of the breach from the non-breaching party (for example, failure to pay fees when due, or misuse of content contrary to Section 4.3, would be a material breach by Client; unauthorized disclosure of Confidential Information or violation of IP rights would be a breach by Sparrow Social); or (b) becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver or administrator appointed (or analogous event) or files for bankruptcy (to the extent such termination is permitted by applicable law). Termination for cause is effective immediately or as of the date specified in the notice.

11.4 Suspension:

In addition to termination rights, Sparrow Social may suspend the provision of Services (in whole or part) immediately if: (i) the Client is overdue on payments (per Section 5.3) beyond any applicable grace period; (ii) the Client’s use of the Service is causing or may cause immediate harm to Sparrow Social’s platform or reputation, or violates the Acceptable Use Policy or law; or (iii) required by a court order or governmental notice. We will endeavor to give notice and an opportunity to cure (if curable) prior to suspension, but in urgent cases may suspend first. Suspension of Services for cause shall not relieve the Client of its payment obligations for the suspended period. We will resume Services when the issue is resolved.

11.5 Effect of Termination:

Upon termination or expiration of this Agreement for any reason: (a) Sparrow Social will stop providing Services, and any licenses granted to the Client for non-published content or use of our platform will end (the Client should immediately discontinue use of any Sparrow Social online portals, and we may disable account access); (b) any outstanding invoices become immediately due and payable, and if the termination is by Sparrow Social for Client breach, we may also invoice you for any work performed but not yet billed; (c) each party will, upon request, return or destroy the other party’s Confidential Information as per Section 7.5; and (d) Client’s license to use delivered content already provided to and paid for by Client survives, as specified in Section 6.2, but if fees are still owed for such content, we may condition continued use on settling the balance. If the Client had any of Sparrow Social’s materials or equipment (for example, demo devices, or access tokens), those must be returned or access revoked.

11.6 No Refund on Early Termination:

Except as otherwise provided herein or agreed, if the Client terminates the Services early (for convenience or due to its own breach), the Client will not be entitled to a refund of fees paid for the ongoing term. If Sparrow Social terminates without cause (or if Client terminates for Sparrow Social’s uncured breach), Sparrow Social will refund any fees paid for services not yet rendered as of termination.

11.7 Survival:

Any provisions of this Agreement which by their nature should survive termination (including but not limited to payment obligations, confidentiality, indemnities, limitations of liability, governing law, and dispute resolution, and post- termination rights to use content) shall survive expiration or termination.

12. Force Majeure

Neither party will be liable for any failure or delay in performing its obligations (other than payment obligations) if such failure or delay is due to circumstances beyond its reasonable control (“Force Majeure”). Force Majeure events include, but are not limited to: natural disasters (e.g., earthquakes, hurricanes, floods), fires or explosions, war, terrorism or civil unrest, epidemics or pandemics, governmental acts or orders, industry-wide strikes or labor disputes, failures of the internet or telecommunications networks not caused by the obligated party, electrical outages, or other events that a diligent party could not have reasonably avoided. The party claiming Force Majeure shall promptly notify the other party in writing of the event and its expected duration and use commercially reasonable efforts to resume performance as soon as practicable. If a Force Majeure event continues for an extended period (e.g., more than 30 days) such that one or both parties cannot fulfill a material part of the Agreement, either party may terminate the affected Services upon written notice. In such case, the Client will pay for any services rendered up to the termination date and both parties will discuss in good faith an equitable solution for any fees already paid in advance for services not provided due to Force Majeure. Force Majeure does not include any event caused by the negligence or willful misconduct of the party claiming it.

13. Miscellaneous Provisions

13.1 Governing Law: This Agreement shall be governed by and construed in

This Agreement shall be governed by and construed in accordance with the laws of New Zealand, without regard to its conflict of law principles. All matters arising out of or relating to these Terms are subject to the exclusive jurisdiction of the courts of New Zealand. The parties consent to the personal jurisdiction of New Zealand courts. Notwithstanding the foregoing, Sparrow Social shall have the right to seek injunctive or equitable relief in any court of competent jurisdiction (including courts of other countries) to protect its intellectual property or Confidential Information.

13.2 Dispute Resolution:

In the event of any dispute, claim, or controversy between the parties arising out of or relating to this Agreement or the Services, the parties agree to first attempt to resolve it through good-faith negotiations. If we cannot resolve the matter informally within 30 days, the dispute may be submitted to mediation before a single mediator in New Zealand (or another location or via videoconference, by mutual agreement). Each party will bear its own costs of mediation and share the mediator’s fees equally. If mediation is not successful, either party may pursue legal action in the New Zealand courts as specified above. Notwithstanding this clause, either party may seek interim or preliminary relief (such as an injunction) from a court to prevent immediate irreparable harm.

13.3 Assignment:

The Client may not assign or transfer any rights or obligations under this Agreement to any third party without the prior written consent of Sparrow Social (such consent not to be unreasonably withheld). Any attempted assignment in violation of the foregoing will be null and void. Sparrow Social may assign or transfer this Agreement, in whole or part, to (i) an affiliate, or (ii) a successor entity in the event of a merger, acquisition, or sale of all or substantially all of Sparrow Social’s assets or business related to this Agreement. This Agreement will be binding upon and inure to the benefit of the parties’ respective successors and permitted assigns.

13.4 Relationship of Parties:

The parties are independent contractors. Nothing in this Agreement is intended to or shall create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has the authority to act for, bind, or incur any obligation on behalf of the other party (except as expressly provided in these Terms regarding our collection of payments on your behalf via Utogi Ltd in section 3.1(c)). Sparrow Social enters this agreement as a service provider to Client; it is understood that Sparrow Social may provide similar services to other clients, including competitors of Client, provided that Confidential Information is not shared.

13.5 Notices:

Official notices required or permitted under this Agreement shall be in writing and shall be deemed given: (a) when delivered by hand or courier; (b) when sent by registered mail or overnight post (signature required) to the address of the party set forth below (or to such other address as a party may designate in writing); or (c) when sent by email to the designated notice email address of the party, provided that a copy is also sent by one of the foregoing methods within one business day (for formal notices, email alone is not sufficient). For clarity, routine communications (e.g., day-to-day instructions, support requests, etc.) may be sent by email without a formal copy. Sparrow Social Limited – Notice Address: 4 Motoi Place, Ngongotaha, Rotorua 3010, New Zealand. Email: henrygers@hotmail.com (Attn: Director). Client – Notice Address: the mailing and/or email address associated with your account or as provided in a SOW. (It is your responsibility to keep your contact information with us updated.) Notices will be deemed received: if by hand, on the day of delivery; if by courier or post, on the date of signature or 5 business days after sending (whichever is earlier); if by email (with courier copy), on the date the email was sent or the next business day if sent after business hours of the recipient.

13.6 Severability:

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

13.7 Waiver:

No failure or delay by either party in exercising any right or remedy under this Agreement shall operate as a waiver of that right or remedy, nor will any single or partial exercise of any right or power preclude any further exercise of that right or any other right. Any waiver of any provision of this Agreement will be effective only if in writing and signed by the party against whom the waiver is asserted. A waiver of one breach does not waive any subsequent breaches.

13.8 Entire Agreement:

These Terms, together with any Schedules, Statements of Work, Acceptable Use Policy, Privacy Policy, and any other documents expressly incorporated by reference, constitute the entire agreement between Sparrow Social and the Client regarding the Service and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral, relating to the subject matter hereof. Each party acknowledges that in entering into this Agreement, it has not relied upon any representations or statements not expressly set forth herein. In the event of a conflict between these Terms and an individual Statement of Work or Order, these Terms shall govern unless the SOW specifically overrides a provision of these Terms for that project (and then only for that project).

13.9 Amendments:

Sparrow Social reserves the right to modify or update these Terms of Service from time to time, as explained in Section 1.2. Except for changes made in accordance with Section 1.2, any amendment or modification to this Agreement must be in writing and signed by an authorized representative of both parties. No oral modifications will be binding.

13.10 No Exclusivity:

The parties agree that this engagement is non-exclusive. The Client is free to employ or engage other social media or marketing service providers, and Sparrow Social is free to provide services to other clients (including potential competitors of Client), subject to its confidentiality obligations. Moreover, as noted in Section 3.1(f), the Client has the option to obtain similar services directly from our platform provider, Utogi Ltd, or other sources, and nothing in this Agreement restricts that right. (Of course, terminating our Agreement in favor of another provider would be subject to the termination provisions above.)

13.11 Third-Party Beneficiaries:

Except for Utogi Ltd to the limited extent of the protections expressly provided to it in Sections 3.1(b), 3.1(f), 3.1(g), and 10.2, there are no third-party beneficiaries to this Agreement. This Agreement is for the benefit of the parties and their permitted successors and assigns only, and no other person or entity shall have any rights under or to enforce any part of this Agreement. Utogi Ltd’s rights are limited to disclaimers of liability and the acknowledgement that Clients may contract with it directly; Utogi Ltd is not a party to this Agreement and has no obligations under it.

13.12 Execution and Counterparts:

If these Terms are presented as part of a signed contract or order form, that document may be executed in counterparts (including by electronic signature or PDF copy), which together will form one agreement.

13.13 Headings and Interpretation:

Section headings in these Terms are for convenience only and do not affect the meaning or interpretation of any provision. Words in the singular include the plural and vice versa. The term “including” means “including without limitation.” If these Terms are translated into another language, the English version shall govern to the extent of any inconsistency.

By using Sparrow Social’s Services or by signing an order or statement of work that incorporates these Terms, the Client acknowledges and agrees to all of the above terms and conditions. If you have any questions or need further clarification on any of these provisions, please contact us before proceeding.

Sparrow Social looks forward to partnering with you to manage and enhance your social media presence in a compliant, effective, and creative way. Thank you for trusting Sparrow Social Limited with your social media marketing needs.