Terms of use

1. Introduction and Application of these Terms

1.1 How these Terms apply

These terms and conditions of use (Terms) apply to the Aera website and associated applications (the Platform) and the services (Services) operated and provided by Aera 22 Opco Limited (Aera, we, us or our) under licence from Aera 22 Limited, which owns the Platform's underlying intellectual property.

Please read these Terms carefully. By accessing the Platform, Services or creating an Account with us:

• you are acknowledging and agreeing that you have read and understood these Terms and are entering into a legally binding agreement with us; and
• where your access and use is on behalf of another person or entity, you confirm that you are authorised to, and do in fact, agree to these Terms on their behalf, and that by doing so that person or entity is bound by these Terms.

If you do not agree to these Terms, you must not create an Account and must immediately cease using the Platform and Services.

If there is any conflict between these Terms and any written or verbal communication between you and us, these Terms will take precedence.

Unless the context otherwise requires, capitalised words and phrases have the meaning set out in the Glossary in clause 16.

1.2 Updates to the Terms

We may change these Terms by updating them on the Platform, in whole or in part, at any time. We do not need to give you notice of changes (other than by updating them on the Platform) where there is no materially negative impact on you or where there are incidental changes.

Where a change is likely to have a materially negative impact on you, we will give you reasonable prior written notice where we are able to do so. By continuing to access and use the Platform after any change, you agree to be bound by the changed Terms.

1.3 Beta acknowledgement

The current version of the Platform may include features still in testing or development. Accordingly, you acknowledge and agree that:

• we may contact you as reasonably required to obtain feedback on all aspects of the Platform and our Services; and
• we may suspend or terminate access to the Platform or our Services at any time for any reason by providing you with written notice.

2. Your Account

2.1 Registering an Account

To access and use the functionality of the Platform and Services, you must create an Account in accordance with the requirements of the Platform and these Terms. It is free to create an Account.

You are responsible for the confidentiality and security of your Account (including your password or PIN) and accept all risk of any unauthorised use of or access to your Account. You must immediately notify us if you become aware of any unauthorised access to your Account or suspect it has been subject to a security breach.

2.2 Eligibility

You can create an Account and use the Platform and our Services only if you meet, and continue to meet, the following criteria:

• you are at least 18 years old;
• you have, and continue to have, a valid email address;
• you provide accurate, complete and truthful information as required by us; and
• you consent to us contacting you about your Account or the Services.

2.3 Suspension or termination of an Account

We may suspend or terminate your Account at any time if we consider, acting reasonably, that you are in breach of these Terms or we otherwise suspect that you are using the Platform to engage in any form of illegal, illegitimate, unethical or offensive conduct, or where we are required to do so to meet our legal obligations.

2.4 Personal Information

If your information changes at any time, you must notify us immediately. For more information on how we collect, use and store your Personal Information, please see our Privacy Policy.

3. The Platform and the Services

3.1 How does the Platform work?

The Platform is an educational coaching platform that supports individuals on their first home ownership journey in New Zealand. It is not a financial advice service.

Using the Platform, you can:

• access educational learning modules and content about home buying and personal finance;
• complete behavioural and financial assessments to track your readiness;
• monitor your savings progress and financial benchmarks;
• communicate with an AI-powered coaching agent (Senna) that provides contextual, educational guidance based on your progress and goals;
• view new home developments from platform partners;
• be referred to a savings partner to help grow your deposit (see clause 3.4); and
• participate in homeownership bootcamps and challenges.

3.2 Aera Credits

Through participation in the Platform, you may accrue Aera Credits. Aera Credits are an incentive mechanism through which Aera allocates a monetary reward to eligible users based on actions completed on the Platform (for example, completing educational modules). The maximum Aera Credits balance that can be accumulated is $10,000.

Aera Credits have no cash value and cannot be withdrawn, transferred or redeemed except in the specific circumstances described in this clause.

Aera Credits are redeemable only when you purchase a new home through Aera's First Home Finder service and that purchase reaches settlement. On settlement of an eligible purchase, Aera will pay the value of your Aera Credits balance (up to the maximum of $10,000) either:

• to your solicitor, to be applied toward settlement costs or purchase costs; or
• directly to you, where your solicitor confirms that your settlement does not require the funds to be paid to them.

The Aera Credits payment is funded from a portion of the marketing fee revenue that Aera receives from developer partners. It is not a reduction in the purchase price of the property and does not affect the price agreed between you and the developer.

Aera reserves the right to amend the Aera Credits programme, including the earning rates, maximum balance and redemption conditions, by updating these Terms. Your accumulated Aera Credits balance will not be retrospectively reduced without reasonable notice to you.

3.3 Educational content only -- not financial advice

The Platform is an educational tool only. Nothing on the Platform constitutes financial advice, investment advice, or legal advice for the purposes of the Financial Markets Conduct Act 2013, the Financial Advisers Act 2008, or any other applicable legislation.

All content on the Platform that is not simply a presentation of your inputted data is general information only and does not take into account your individual financial situation, goals or needs. You should seek independent professional advice before making any financial decisions, including decisions about purchasing property or obtaining mortgage finance.

3.4 Savings partner referral

The Platform may offer you the opportunity to be referred to a third-party savings provider (Savings Partner) to assist you in growing your deposit. Any such referral is provided as a convenience only. Aera does not receive any revenue from Savings Partner referrals and does not endorse or recommend any particular Savings Partner.

The Savings Partner operates independently and is subject to its own terms, conditions and regulatory obligations. Aera accepts no responsibility for the products, services, advice or conduct of any Savings Partner. You should read the Savings Partner's terms and conditions and any relevant disclosure documents carefully before engaging their services.

3.5 Referral to First Home Guardian Limited

Where you choose to connect with a mortgage adviser through the Platform, you will be directed to First Home Guardian Limited (FSPR registered financial advice provider, FSCL member). First Home Guardian Limited is a related company of Aera and is separately incorporated. It holds its own registration on the Financial Service Providers Register and operates under its own financial advice provider licence.

The referral to First Home Guardian Limited works as follows: you will be presented with a link or prompt through the Platform, and if you choose to proceed, you will complete First Home Guardian Limited's own onboarding process directly with them. By proceeding, you authorise Aera to share the following information about you with First Home Guardian Limited to facilitate that referral:

• basic profile information (name, email address, phone number);
• your financial benchmark data (including household income, savings, debt and target property price);
• your learning progress and module completion history; and
• your behavioural assessment results.

This data sharing is for the purpose of enabling First Home Guardian Limited to provide you with relevant financial advice and mortgage broking services. First Home Guardian Limited will handle your information in accordance with the Privacy Act 2020 and its own privacy policy.

You acknowledge that:

• First Home Guardian Limited operates independently from Aera and is subject to its own regulatory obligations and disclosure requirements;
• any information you provide to First Home Guardian Limited during their onboarding process may be used by them to meet their obligations under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML/CFT Act), including verifying your identity;
• the financial advice and mortgage broking services you receive from First Home Guardian Limited are governed by its own terms and conditions, and Aera accepts no responsibility for that advice or those services; and
• Aera may receive a commercial benefit through its related-party relationship with First Home Guardian Limited, which will be disclosed in First Home Guardian Limited's own disclosure statement.

You should read First Home Guardian Limited's disclosure statement, available at https://www.aera.nz/advisors-disclosure, before engaging their services.

3.6 Partner developments

The Platform displays new home developments offered by third-party developer partners. Aera receives a marketing fee from these developer partners in connection with the promotion of their developments on the Platform. This is a source of revenue for Aera and represents a commercial relationship between Aera and those developers.

The fact that a development appears on the Platform does not constitute a recommendation by Aera to purchase that development. You should conduct your own independent due diligence, including obtaining legal and valuation advice, before making any property purchasing decision.

4. AI-Powered Coaching Agent

The Platform includes an AI-powered coaching agent, Senna, that provides educational guidance based on your profile, progress and the information you provide. You acknowledge and agree that:

• Senna is an automated tool and is not a human financial adviser, mortgage broker, lawyer or other regulated professional;
• responses generated by Senna are educational and informational only and do not constitute financial advice for the purposes of the Financial Markets Conduct Act 2013;
• the quality and relevance of Senna's responses depends on the accuracy and completeness of the information you provide;
• Aera does not guarantee the accuracy, completeness or suitability of any response generated by Senna; and
• you should not rely on Senna's responses as the sole basis for any financial or property purchasing decision.

5. Your Obligations

5.1 General obligations

When you access and use the Platform and our Services, you agree that you will:

• comply with and use the Platform and Services in accordance with these Terms;
• comply at all times with all applicable laws;
• act in good faith towards us and other users at all times;
• keep your Account credentials secure, confidential, and protected from misuse;
• immediately notify us if you become aware of any disclosure or unauthorised use of your Account, by emailing support@joinaera.co;
• not infringe the rights of any person or entity, including any Intellectual Property Rights, privacy or contractual rights;
• not interfere with or attempt to impair our computer systems or transmit software, viruses, worms or other harmful files, code or malware;
• not use a robot, spider, scraper or other unauthorised means to access the Platform or extract data or any content shown on the Platform;
• not reverse engineer any aspect of the Platform or attempt to gain any unauthorised access to any part of the Platform; and
• not use the Platform and/or the Services to engage in any restricted, unethical, or illegal activities.

5.2 Representations and warranties

When you access and use the Platform and our Services, you represent and warrant to us (on a continuing basis) that:

• you will provide true, current and complete information (including your contact details) in all of your dealings with us; and
• you will not be in breach of or infringe any provisions of any existing arrangements to which you are a party by agreeing to these Terms.

6. Fees and Commercial Arrangements

You do not pay Aera directly for the use of the Platform or its core Services.

Aera receives marketing fees from developer partners who list their new home developments on the Platform. A portion of this revenue funds the Aera Credits programme described in clause 3.2.

Aera does not receive any revenue from Savings Partner referrals made through the Platform.

You are responsible for any third-party fees, costs or expenses you incur in connection with the Services, including any fees charged by First Home Guardian Limited or other third-party service providers.

7. Tax

You are responsible for determining and meeting any tax obligations that may arise from the receipt of Aera Credits or any other rewards or promotions offered through the Platform. Aera does not provide tax advice. You should seek independent advice if you are uncertain of your tax position.

8. Disclaimers

Aera has no liability or responsibility to you or any other person for any Loss in connection with:

• the Platform being unavailable (in whole or in part) or performing slowly;
• any error in, or omission from, any information made available through the Platform;
• any exposure to viruses or other forms of interference which may damage your computer system or expose you to fraud when you access or use the Platform. You are responsible for ensuring the process by which you access the Platform protects you from this; and
• any site linked from the Platform. Any link on the Platform to other sites does not imply any endorsement, approval or recommendation of, or responsibility for, those sites or their contents, operations, products or operators.

To the extent permitted by law, the Platform is provided on an "as is" and "as available" basis without any warranties or conditions of any kind, either express or implied. We make no warranty that the Platform will meet your requirements, will be available on an uninterrupted and error-free basis, or will be accurate, reliable, or complete. The Platform may be temporarily unavailable from time to time for maintenance and upgrade purposes.

Any information on the Platform does not constitute financial advice for the purposes of the Financial Markets Conduct Act 2013, and does not take into account your personal financial circumstances and goals.

9. Intellectual Property

All Intellectual Property Rights in the Platform and the Underlying System are owned by Aera 22 Limited and licensed to Aera for the purposes of operating the Platform and providing the Services. Nothing in these Terms transfers any Intellectual Property Rights to you or any third party.

When using this Platform and/or the Services, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform only as required for your personal use of the Services and as expressly permitted in these Terms.

You must not use, reproduce, store, publish, adapt, communicate to the public, distribute to third parties, amend, or create derivative works from any part of the Platform or the Services without our prior written consent.

You acknowledge and agree that any improvement, modification or development of the Intellectual Property Rights arrived at through access to your information or feedback (New IP) will be owned exclusively by Aera 22 Limited, and nothing in these Terms grants you any rights to that New IP.

10. Privacy and Data

Any Personal Information collected, processed, stored and used by us in connection with our Services and the Platform will be handled in accordance with the Privacy Act 2020 and our Privacy Policy. These Terms should be read in conjunction with the Privacy Policy, available at joinaera.co/nz/privacy-policy.

Where you choose to be referred to First Home Guardian Limited through the Platform, you authorise us to share the Personal Information and financial data described in clause 3.5 with First Home Guardian Limited for the purposes set out in that clause. This authorisation is given at the point you choose to proceed with the referral.

11. Liability

11.1 Limitation of liability

To the maximum extent permitted by law:

• you access and use the Platform at your own risk; and
• Aera is not liable or responsible to you or any other person for any Loss under or in connection with these Terms, the Platform, or your access and use of (or inability to access or use) the Platform, unless this is caused by the gross negligence, wilful default or fraud of Aera.

11.2 Force majeure

No party shall be liable for any failure or delay in complying with any obligation imposed on that party under these Terms if the failure or delay arises, directly or indirectly, from a cause beyond that party's reasonable control, provided that the affected party promptly notifies the other party and uses reasonable endeavours to mitigate the effect and resume performance as soon as practicable.

11.3 Consumer rights

Where you are a 'consumer' for the purposes of the Consumer Guarantees Act 1993, nothing in these Terms limits or excludes your consumer guarantees and remedies pursuant to that legislation. Nothing in these Terms is intended to limit any rights or remedies pursuant to the Fair Trading Act 1986 or the Financial Markets Conduct Act 2013.

11.4 Indemnity

To the maximum extent permitted by law, you indemnify Aera from, and hold harmless against, any and all Loss which may arise out of or in connection with your use of the Platform and/or the Services, any breach of these Terms by you, or any information that you provide via the Platform.

12. Monitoring

To manage compliance with these Terms and any applicable law, we reserve the right to review, audit and monitor your use of the Platform (manually or through automated means) and to take any action we consider appropriate, including suspending or terminating your Account, or removing any content that we consider inappropriate or in breach of these Terms. We may disclose information about your use of the Platform where required by law or to protect the rights, property or safety of Aera, other users or the public.

13. Dispute Resolution

For any questions or complaints about our Platform or the Services, please contact us at support@joinaera.co. Upon receiving your written complaint, we will acknowledge it within 5 Business Days and aim to resolve it within a reasonable timeframe.

Any disputes with First Home Guardian Limited in relation to financial advice or mortgage broking services should be directed to First Home Guardian Limited in the first instance. If unresolved, disputes may be escalated to the Financial Services Complaints Limited (FSCL) scheme, of which First Home Guardian Limited is a member, at www.fscl.org.nz.

Aera 22 Opco Limited is not a member of any external dispute resolution scheme and is not required to be. Aera does not provide financial advice services and is not regulated as a financial advice provider.

14. Termination and Suspension

14.1 Termination by you

You may terminate your Account with immediate effect, at any time, by giving notice to us via the Platform, or via email at support@joinaera.co. Termination of your Account will result in forfeiture of any accrued but unredeemed Aera Credits.

14.2 Termination by us

We may terminate these Terms and cease to provide the Services and the Platform if we cease to conduct business or undergo an insolvency event, including becoming unable to pay our debts as they fall due or if a liquidator or receiver is appointed.

14.3 Breach of Terms

Without prejudice to any other right or remedy available to us, if we consider that you have breached these Terms or we otherwise consider it appropriate, we may suspend, limit, restrict or terminate your access to the Platform with immediate effect by giving written notice to you. Suspension or termination for breach will result in forfeiture of any accrued but unredeemed Aera Credits.

14.4 Effect of termination

If your Account is suspended, limited, restricted or terminated, we will use reasonable endeavours to notify you and you must immediately cease using the Platform.

15. General

15.1 Notices

You can contact us at support@joinaera.co. We may provide you with notices by way of electronic communications, including by email or through the Platform.

15.2 Waiver

A failure by us to enforce any provision of these Terms will not constitute a waiver of that provision. For us to waive a right under these Terms, the waiver must be in writing.

15.3 Assignment

You must not transfer, novate or assign your rights and obligations under these Terms without our prior written consent. We may transfer any of our rights and obligations under these Terms in whole or in part to anyone.

15.4 Severability

If any provision of the Terms is held to be invalid, unenforceable or illegal for any reason, that provision must be read down to the extent necessary to preserve its operation. If it cannot be read down it must be severed, and the remaining parts of the Terms will remain in full force and effect.

15.5 Entire agreement

These Terms set out everything agreed by the parties relating to your use of the Platform and supersede and cancel anything discussed, exchanged or agreed prior to you agreeing to these Terms.

15.6 Governing law and jurisdiction

These Terms will be governed by New Zealand law, and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.

16. Glossary

In these Terms, unless the context requires otherwise:

Account means your account registered with us in order to use the Platform.

Aera means Aera 22 Opco Limited, operating the Platform under licence from Aera 22 Limited.

Aera 22 Limited means the New Zealand company that owns the Intellectual Property Rights in the Platform and the Underlying System.

Aera Credits means the incentive balance described in clause 3.2, which may be redeemed on settlement of an eligible first home purchase through the First Home Finder service.

AML/CFT Act means the Anti-Money Laundering and Countering Financing of Terrorism Act 2009.

Business Day means any day other than a Saturday, Sunday or public holiday observed in Auckland, New Zealand.

Financial Markets Conduct Act 2013 means that Act as amended or replaced from time to time.

First Home Guardian Limited means the financial advice provider related to Aera that provides regulated mortgage advice and broking services.

First Home Finder means Aera's service through which users are matched with and referred to new home developments offered by developer partners on the Platform.

Intellectual Property Rights means patents, trade marks, service marks, trade names, registered and unregistered designs, trade or business names, copyright (including rights in code and software), database rights, rights in confidential information, goodwill and any other intellectual property rights whatsoever.

Loss includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis.

Personal Information means information about an identifiable, living person as defined in the Privacy Act 2020.

Platform means the website joinaera.co, any associated mobile application, and any other website or application operated and maintained by us for the Services.

Privacy Policy means the policy designated as such by Aera from time to time and available at joinaera.co/privacy.

Savings Partner means a third-party savings provider to whom users may be referred through the Platform in accordance with clause 3.4.

Senna means the AI-powered coaching agent available through the Platform.

Services means the educational coaching services and related activities provided by Aera through the Platform.

Terms means these terms and conditions of use.

Underlying System means any network, system, software, data or material that underlies or is connected to the Platform.

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