These Referral Program Terms govern participation in the Gaia by Primior Referral Program.

By participating, you agree to these Terms, the Gaia Terms of Use, Privacy Policy, and any other program rules displayed in the Gaia application or on the Primior website. The Program allows existing Gaia users to invite new investors to join Gaia and make their first investment. Referrers who successfully invite new investors may earn Investable Credits as described below. There are no incentives for inviting sponsors or issuers.

A Referrer is a registered Gaia user in good standing who shares their unique referral link. A Referred Investor is a new user who does not have and has never had a Gaia or USP account and who completes all requirements of an Eligible Referral. An Eligible Referral occurs when a Referred Investor clicks the Referrer’s unique referral link, completes account onboarding including KYC/AML and accreditation if applicable, and makes a qualifying investment of at least $250 within 30 days of beginning the signup process. The Referral Window is defined as thirty days from the date the Referred Investor begins signup after using the Referrer’s link. Investable Credits are non-cash, non-transferable credits issued by Gaia that may be used solely within the Gaia platform toward eligible investments or fees. Credits have no cash value, are not gift cards, cannot be withdrawn, sold, or exchanged, and may expire as stated in these Terms.

Participation is open only to individuals aged 18 or older who are legally permitted to use Gaia and are not subject to any sanctions or restrictions under applicable law. Referrers must maintain an active Gaia account in good standing and comply with all applicable laws regarding electronic communication and privacy. The Program is void where prohibited and availability may vary by region.

A referral qualifies only if the Referred Investor clicks the Referrer’s unique link and begins signup directly from that link, has never previously created a Gaia or USP account, completes onboarding, and invests at least $250 through USP within thirty days of signup. The investment must be successfully completed, processed, and settled without cancellation or refund. If multiple Referrers claim the same Referred Investor, the referral will be attributed to the most recent valid referral link used immediately prior to signup.

The following referrals do not qualify for rewards: self-referrals or referrals within the same household or business entity where prohibited, referrals of existing or former Gaia or USP users, referrals obtained through spam, paid advertisements, bots, or misleading practices, referrals that fail KYC/AML, accreditation, or suitability checks, referrals whose investments are reversed, canceled, or not settled, and referrals of sponsors or issuers.

Referrers must not provide investment advice, discuss specific offerings, or guarantee returns. They must not represent themselves as brokers, advisers, or agents of Gaia or any issuer. They may not mislead or misrepresent Gaia, Primior, or any affiliated company, use spam or unsolicited messages, bid on Gaia or Primior brand names, or engage in self-referrals or manipulation of referral tracking. Violations may result in disqualification, account suspension, or forfeiture of Credits.

Credits are awarded only after Gaia verifies that a referred investment has been successfully completed. Credit amounts and limits may vary by campaign and will be displayed within the Gaia application. Credits are non-cash and may only be used within the platform for approved purposes. Gaia may delay or deny issuance pending fraud or compliance review and may revoke Credits if eligibility conditions were not satisfied or if the referred transaction is later canceled or reversed.

Credits may be used only as permitted in the Gaia application, such as toward investment minimums or platform fees. Credits cannot be redeemed for cash, transferred, exchanged, or resold. If Credits are used and later deemed invalid, Gaia may reverse or deduct equivalent value from your account balance. Credits expire twelve months after issuance unless otherwise stated in the Program Rules. Gaia may impose per-user or annual limits on Credits and total Qualified Referrals. Credits may be voided if your account is closed, suspended, or inactive for more than six months.

You are solely responsible for any taxes resulting from Credits earned. Gaia may require tax documentation and report Credits as required by law. Participation in the Program requires Gaia to process certain information, including referral links, account identifiers, and activity data. All personal information is handled in accordance with the Gaia Privacy Policy. Referrers are responsible for sharing referral links in compliance with applicable privacy and communications laws.

The Referral Program is a marketing initiative for the Gaia platform and is not an offer to sell or solicitation to buy securities. Do not provide offering summaries, projections, or financial comparisons. All investments may only be made through official offering documents from the issuer. Offerings to U.S. investors are typically conducted under Regulation D, and non-U.S. offerings may be under Regulation S. Availability and eligibility vary by jurisdiction. Tokenized instruments such as $USP are subject to applicable securities laws, transfer restrictions, and smart contract limitations. Any investment carries risk of loss, illiquidity, and technological or regulatory change.

Gaia may modify, suspend, or terminate the Program, change Credit values, referral criteria, or expiration dates at any time without prior notice. Any changes will apply prospectively, and pending or suspected-fraud referrals may be canceled. Gaia may revoke Credits or disqualify Referrers if a referral was fraudulent, non-compliant, or violated these Terms. Credits may also be clawed back if the referred investment is canceled, reversed, or refunded.

Credits and all Program materials are provided “as is” without warranty of any kind. Gaia disclaims all liability for indirect, incidental, or consequential damages arising from participation in the Program. Gaia’s total aggregate liability shall not exceed one hundred dollars or the value of valid Credits properly earned but not yet issued. Data is provided “as is,” may be delayed, and is subject to correction. Access is void where prohibited. Availability varies by jurisdiction and user status.

These Terms are governed by the laws of the State of California without regard to conflict-of-law principles. Disputes arising under these Terms shall be resolved in accordance with the dispute resolution provisions set forth in the Gaia Terms of Use.

For all inquiries related to the Referral Program, contact info@primior.com.