This Partner Referral Agreement ("Agreement") governs participation in the Big Island Activities Partner Network (the "Program") operated by Big Island Activities LLC, a Hawaii limited liability company located in Kailua Kona, Hawaii ("Company").

By applying to or participating in the Program, you ("Partner") agree to the following legally binding terms.

1. PROGRAM OVERVIEW

Company operates an online marketplace that refers customers to third-party tour and activity providers.

Partners may refer traffic to www.bigislandactivities.com using tracking links approved and issued by Company.

Subject to this Agreement, Partner may earn a commission equal to:

Eight percent (8%) of the pre-tax booking total

for each Qualifying Booking.

2. QUALIFYING BOOKINGS & COMMISSION EARNING

2.1 Definition of Qualifying Booking

A "Qualifying Booking" means a booking that:

  • Is properly tracked through Company-approved attribution systems;

  • Was not generated through prohibited marketing methods;

  • Is not canceled, refunded, partially refunded, charged back, or disputed;

  • Has been fully completed by the customer;

  • Has resulted in commission payment actually received by Company from its upstream partner (including but not limited to FareHarbor).

2.2 Commission Earned Only Upon Completion

Commission is not earned at the time of booking.

Commission is earned only after:

  • The tour has been completed;

  • The cancellation and dispute window has reasonably passed;

  • Company has received corresponding commission payment.

Company retains sole and final authority regarding attribution and booking qualification.

3. PAYMENT TERMS

3.1 Payment Schedule

Commissions are payable on the 21st day of the month following the month in which the tour was completed, provided Company has received corresponding commission payments.

Example:
If a tour is completed January 1 → payment (if earned) will be made February 21.

3.2 Upstream Dependency

Payments are dependent upon Company receiving commission from upstream booking partners (including FareHarbor). If upstream partners delay, reduce, or deny payment, Company may delay, reduce, or deny corresponding Partner payments without liability.

3.3 Minimum Payout Threshold

Company maintains a minimum payout threshold of Fifty U.S. Dollars (USD $50.00).

If Partner's approved commissions for a payment cycle total less than $50.00, no payment will be issued.

Unpaid approved balances below $50.00 will roll forward indefinitely until the cumulative balance equals or exceeds $50.00, at which time payment will be issued in accordance with the payment schedule.

Company is not obligated to issue partial payments below the threshold.

3.4 Payment Method

All commission payments are made exclusively via PayPal to the PayPal account designated by Partner.

Partner is solely responsible for:

  • Providing accurate PayPal account information;

  • Maintaining an active PayPal account;

  • Any PayPal processing or currency conversion fees.

Company is not responsible for payment failures due to incorrect PayPal details or PayPal account restrictions.

3.5 Adjustments & Clawbacks

Company may:

  • Reverse commissions for refunded or disputed bookings;

  • Offset future payments for prior overpayments;

  • Withhold payments pending investigation;

  • Claw back previously paid commissions tied to improper conduct.

3.6 Taxes

Partner is solely responsible for all applicable tax obligations.

4. STRICT MARKETING RESTRICTIONS

Partner shall not:

  • Bid on Company branded keywords without written authorization;

  • Use confusingly similar domain names;

  • Impersonate Company;

  • Misrepresent pricing, availability, or safety;

  • Offer cash rebates or incentives;

  • Use cookie stuffing, bot traffic, or fraudulent tracking;

  • Send unsolicited commercial messages;

  • Use purchased lists;

  • Engage sub-affiliates without written approval;

  • Use Company branding in harmful or unlawful contexts.

Company retains sole discretion in determining violations.

5. AUDIT RIGHTS

Company may request disclosure of traffic sources, advertising accounts, and supporting documentation at any time.

Failure to provide requested documentation constitutes material breach.

6. FORFEITURE & ENFORCEMENT

If Partner violates this Agreement:

  • All unpaid commissions may be immediately forfeited;

  • Previously paid commissions tied to violations may be clawed back;

  • Partner may be permanently removed;

  • Company may pursue legal remedies.

Forfeiture may apply to all unpaid commissions.

7. NO AGENCY; NO SET-OFF

This Agreement does not create any partnership or agency relationship.

Partner may not withhold or offset any amounts allegedly owed.

8. REPRESENTATIONS & WARRANTIES

Partner represents that:

  • Marketing complies with applicable laws;

  • FTC-compliant disclosures are used;

  • Partner is not under regulatory investigation related to deceptive marketing.

Partner must notify Company within 24 hours of any such investigation.

9. INDEMNIFICATION

Partner agrees to defend and indemnify Company against claims arising from Partner's marketing activities, violations of law, misrepresentations, or breach of this Agreement.

10. LIMITATION OF LIABILITY

Company's total liability shall not exceed commissions properly earned and unpaid.

Company shall not be liable for indirect or consequential damages.

11. TERM & TERMINATION

This Agreement continues month-to-month until terminated.

Company may terminate participation at any time, with or without cause.

Upon termination:

  • Pending commissions may be withheld for review;

  • Violating commissions may be forfeited;

  • Tracking links must be removed immediately.

12. FORCE MAJEURE

Company shall not be liable for delays due to natural disasters, severe weather, government orders, payment processor outages, tour cancellations, or upstream partner delays.

13. GOVERNING LAW & ARBITRATION

This Agreement is governed by the laws of the State of Hawaii.

All disputes shall be resolved through binding arbitration in Hawaii under the Federal Arbitration Act.

Partner waives jury trial and class action rights.

14. SURVIVAL

Indemnification, limitation of liability, forfeiture, arbitration, and payment adjustment provisions survive termination.

15. MODIFICATIONS

Company may update this Agreement at any time. Continued participation constitutes acceptance of updated terms.