Partner Referral Agreement

Version: 1.0 Effective Date: September 9, 2026

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 on each Qualifying Booking at the rate set out in the then-current Program Schedule published at www.bigislandactivities.com/partner-program-schedule. The Program Schedule is incorporated into and forms part of this Agreement. Company may amend the Program Schedule in accordance with Section 15.

Participation in the Program is free. There is no enrolment fee, purchase requirement, subscription, inventory obligation, sales quota or recruitment quota of any kind, and none may be introduced without Partner's affirmative acceptance of amended terms.

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;
• Did not originate from Paid Traffic, as defined in Section 4B;
• Is not canceled, refunded, charged back, or disputed, except as provided in Section 2.3;
• Has been fully completed by the customer;
• Was made by a consumer purchasing tours or activities for their own use, and not by a Program participant or by any person purchasing in order to participate in the Program;
• 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.

2.3 Partial Refunds

Where a booking is partially refunded, Company may treat the booking as a Qualifying Booking on the net amount actually retained and settled by the upstream booking partner, and calculate compensation on that net amount, rather than treating the entire booking as non-qualifying. Company is not obliged to do so, and the determination of the net amount is Company's.

3. PAYMENT TERMS

3.1 Payment Schedule

Commissions are payable on the payment day stated in the Program Schedule, in the month following the month in which the tour was completed, provided Company has received corresponding commission payments.

Example: where the payment day is the 21st, a tour completed January 1 will be paid (if earned) on 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

While Partner's account is active, Company maintains a minimum payout threshold as stated in the Program Schedule. If Partner's approved compensation for a payment cycle totals less than the threshold, no payment will be issued, and the balance rolls forward until the cumulative balance equals or exceeds the threshold.

On termination of this Agreement, Company will pay any remaining earned and approved balance regardless of the threshold, subject to Sections 3.2, 3.5 and 6 and to Partner having provided valid payment and tax details. Where a final balance cannot be delivered, Company will handle it in accordance with applicable unclaimed property law rather than retaining it.

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 compensation for refunded, partially refunded or disputed bookings;
• Offset future payments for prior overpayments;
• Withhold compensation reasonably related to a good-faith investigation of suspected fraud, attribution manipulation, unlawful conduct, or material breach;
• Claw back previously paid compensation tied to improper conduct by the Partner who received it.

Reversal of a Referral Commission is limited to the specific booking reversed. A referring Partner is not responsible for refunds, chargebacks, overpayments, debts or misconduct of a partner they referred, except to the extent the referring Partner participated in that conduct.

3.6 Taxes

Partner is solely responsible for all applicable tax obligations. Company may require a completed IRS Form W-9, Form W-8BEN, or other appropriate tax documentation before issuing any payment, and may withhold payment until it is provided. Company will report compensation as required by applicable law.

3.7 Direct Partner Referral Commission

Partner may, entirely at Partner's option, invite other businesses to apply to the Program using an invite link issued by Company. Where an applicant is approved and enrols through Partner's invite link, Partner may earn a Direct Partner Referral Commission (the "Referral Commission") on Qualifying Bookings generated by that referred partner, at the rate and for the duration stated in the Program Schedule.

• The Referral Commission is paid from Company's own share and does not reduce the compensation payable to the referred partner.
• One tier only. Partner earns no Referral Commission on partners referred by its referred partners, and no compensation of any kind at any further remove.
• Nothing is paid for recruiting. No compensation arises from an application, an approval, an enrolment, or the number of partners referred. Compensation under this Section arises only when a consumer who is not a Program participant completes a Qualifying Booking.
• Referring is optional and free. Partner pays nothing to refer, is under no obligation to refer anyone, and Partner's own commission under Section 1 is unaffected by whether Partner refers anyone or by how many partners Partner refers.
• The Referral Commission is subject to Sections 2, 3.2, 3.5 and 6 on the same basis as Partner's own commission, including the upstream payment dependency and the booking-specific reversal in Section 3.5.
• The Referral Commission rate and duration applicable to a referral are those stated in the Program Schedule on the date the referred partner enrols, and are not changed by a later amendment to the Program Schedule.
• The Referral Commission ends on the earlier of the expiry of that duration and the date on which either Partner or the referred partner ceases to participate in the Program.
• Reporting. A referring Partner can see the number of visits and Qualifying Bookings generated by a partner they referred, the eligible booking revenue from those bookings, and the Referral Commission earned. A referring Partner cannot see customer names, email addresses, telephone numbers, payment information or individual customer records. Consent to this reporting is obtained from the referred partner at enrolment under Section 18 and is not inferred from use of an invite link.
• Referral under this Section is permitted notwithstanding the restriction on sub-affiliates in Section 4.

4. STRICT MARKETING RESTRICTIONS

Partner shall not:

• Use Paid Traffic, as defined in Section 4B, to promote the Company, the Company site, any activity or provider featured on it, or any tracking link, QR code or material issued under this Agreement;
• 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;
• Market or describe the Program primarily as an opportunity to earn compensation through recruiting or enrolling other Partners, or as a multi-level, passive-income, investment, or similar recruiting-based opportunity;
• Make any earnings claim, projection or representation about the Program that Company has not authorised in writing;
• Use Company branding in harmful or unlawful contexts.

Referring another business to apply to the Program under Section 3.7 is expressly permitted and does not constitute engaging a sub-affiliate.

Company may determine, in good faith and on the basis of information reasonably available to it, whether Partner activity violates this Agreement.

4A. DISCLOSURE AND REFERRAL CONDUCT

Partner is compensated for referrals. That compensation is a material connection Partner's audience would not otherwise expect, and it must be disclosed. Partner shall:

• Clearly and conspicuously disclose that Partner earns a commission on bookings made through Partner's links, QR codes, or materials. The disclosure must appear in or immediately adjacent to each recommendation, in the same place and format as the recommendation itself. A disclosure placed only on a destination page, behind a click or a scan, or only in a separate profile, bio, or footer does not satisfy this requirement. Example wording: "If you book through my link, I earn a small commission - it never changes your price."
• Use the disclosure wording supplied with Company-generated materials, or wording that states the commission at least as plainly;
• Comply with the terms of any third-party platform used to share Partner's links or materials, including short-term-rental platforms, property-management systems, social networks, and applicable email law. Partner is responsible for confirming what each platform permits;
• Present the Program solely as a referral to the Company's site. Partner shall not represent that Partner can or will arrange, book, reserve, or sell any tour or activity, shall not accept payment or reservations for any tour or activity, and shall not hold Partner out as an activity desk, booking agent, or intermediary for any activity provider;
• Attest, when requested at payout, that Partner's use of the links and materials includes the disclosure required by this Section 4A. This Section 4A is referred to as the Disclosure and Referral Conduct section. The Company may withhold a payout until a requested attestation is provided.

4B. PAID TRAFFIC

4B.1 Definition. "Paid Traffic" means any visit, click, impression, install, message or other engagement obtained, in whole or in part, in exchange for consideration. It includes without limitation paid search and shopping advertising; display, native, video, audio and connected-television advertising; paid social advertising and boosted, promoted or sponsored posts; retargeting and remarketing; sponsored placements, paid listings, paid directory inclusion and paid content; paid influencer, creator or ambassador arrangements; paid email drops, list rentals and co-registration; incentivised, rewarded, cashback, loyalty-point or coupon-driven traffic; pop-ups, pop-unders, interstitials, toolbars, browser extensions and adware; application-install and push-notification networks; traffic acquired through any affiliate, sub-affiliate, cost-per-action, cost-per-click or media-buying network; and any placement purchased by another person on Partner's behalf or for Partner's benefit. Traffic is Paid Traffic regardless of how many intermediate pages, links, redirects, shortened URLs, forms or landing pages sit between the paid placement and the Company site.

4B.2 Prohibition. Partner shall not use Paid Traffic to promote the Company, the Company site, any activity or provider featured on it, or any tracking link, QR code or material issued under this Agreement, and shall not direct, permit or pay any other person to do so.

4B.3 No compensation. A booking is not a Qualifying Booking, and no compensation of any kind is earned or payable under Section 3, where the visitor's session originated from Paid Traffic. This applies whether or not the Paid Traffic was authorised under Section 4B.6. This Section states a condition of eligibility for compensation. It applies according to its terms whether or not Section 4B.2 or Section 4B.4 is enforceable, in whole or in part, and does not depend on either for its effect.

4B.4 Company and provider terms. Partner shall not purchase, bid on, or use as a keyword, search term, audience, hashtag or targeting parameter, and shall not use in any advertisement, headline, description, display path, display URL, sitelink or landing-page domain: (a) any Company brand term or domain; (b) the name, brand or trademark of any activity provider, operator or supplier featured on the Company site; or (c) any variant, misspelling, translation or transliteration of (a) or (b), or any combination of (a) or (b) with a modifier such as "book", "booking", "tickets", "tour", "price", "cheap", "discount", "coupon", "promo", "deal" or "review". Partner shall add the terms described in (a) as negative keywords in every paid campaign Partner operates, whatever its purpose. This Section applies independently of Section 4B.2 and is not conditioned on it. Company's rights under this Section are additional to, and not limited by, any other provision of this Agreement.

4B.5 Partner's own advertising. Nothing in this Section prevents Partner from advertising Partner's own business, provided that the advertising does not use a term described in Section 4B.4, does not promote the Company, the Company site or any activity or provider featured on it, and does not link, directly or through any intermediate page, to any tracking link, QR code or material issued under this Agreement. Where Partner advertises Partner's own business and a visitor later reaches the Company site through Partner's link from a page that is not itself a paid placement, that booking is not excluded by Section 4B.3 by reason of the advertising alone.

4B.6 Authorisation. Company may authorise a specific paid campaign in advance and in writing, on stated terms and for a stated period. An authorisation is limited to the campaign described, is not a general permission, may be revoked on notice, and is not implied by Company's knowledge of, or failure to object to, any Partner activity.

4B.7 Evidence. On Company's request, Partner shall provide the information reasonably necessary to establish the source of traffic attributed to Partner, including advertising account and campaign identifiers, placement lists and spend reports for any advertising Partner operates. Section 5 applies to such a request. Where Partner does not provide that information within a reasonable period, Company may treat the affected bookings as having originated from Paid Traffic. Before treating any booking as having originated from Paid Traffic under this Section, Company will notify Partner of the bookings concerned and of the basis for that conclusion, and will allow Partner not less than ten (10) business days to respond. Where Partner responds with information that establishes the source of the traffic, Company will not treat those bookings as originating from Paid Traffic on the basis of this Section alone.

4B.8 Remedy. A breach of this Section is a material breach, and Section 6 applies.

4B.9 Application. This Section applies to a Partner from the date the Partner accepts an agreement containing it, and to a Partner who enrolled under an earlier version from the effective date of the amendment introducing it. A booking made before the date this Section applies to that Partner is compensated under the terms that applied to it, in accordance with Section 15.4.

4B.10 Nature of this Section. Participation in the Program is voluntary. Partner may terminate this Agreement at any time under Section 15.7, and Company may terminate participation at any time under Section 11. This Section does not restrict what Partner may do in Partner's own business or how Partner may advertise it. It states the conditions on which Company offers to pay compensation under this Agreement, and the circumstances in which no compensation is earned.

4B.11 Independence of provisions. Each provision of this Section operates independently of the others. If any provision of this Section is held invalid or unenforceable, it shall be limited or severed in accordance with Section 20 and every other provision of this Section shall remain in full force. In particular, Section 4B.3 applies according to its terms whether or not Sections 4B.2 and 4B.4 are enforceable.

5. AUDIT RIGHTS

Company may make reasonable requests for information or documentation reasonably necessary to verify compliance with this Agreement, including relevant traffic sources, advertising placements, and supporting records. Partner shall reasonably cooperate.

Failure, after reasonable notice, to provide information materially necessary to investigate suspected fraud, unlawful conduct, attribution manipulation, or other material breach may itself constitute a material breach.

6. FORFEITURE & ENFORCEMENT

Where Partner breaches this Agreement, Company may withhold or reverse compensation associated with the transactions affected by the breach, and may suspend or terminate Partner's participation.

Company may forfeit all unpaid compensation and claw back compensation previously paid where the breach involves fraud, intentional deception, fraudulent or artificial traffic, collusion, deliberate manipulation of attribution, use of Paid Traffic in breach of Section 4B, misappropriation, or unlawful conduct, or is otherwise a serious breach of comparable gravity.

Company may pursue any other remedy available to it at law or in equity.

7. INDEPENDENT CONTRACTOR; NO AGENCY; NO SET-OFF

Partner is an independent contractor. Nothing in this Agreement creates any partnership, joint venture, franchise, employment or agency relationship between Partner and Company. Partner controls the manner and means of its own promotional activity, has no authority to bind Company or to make representations on its behalf, and is responsible for its own expenses, personnel, taxes and insurance.

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 promptly, and in any event within five (5) business days after becoming aware of it, of any regulatory investigation materially related to Partner's marketing activities for the Program.

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.

Company will notify Partner promptly of any claim for which it seeks indemnity, will allow Partner to control the defence with counsel reasonably acceptable to Company, and will provide reasonable cooperation at Partner's expense. Partner may not settle any claim in a way that imposes an obligation or admission on Company without Company's written consent. Company may participate in the defence with its own counsel at its own expense.

10. DISCLAIMERS AND LIMITATION OF LIABILITY

10.1 No warranty. The Program, the tracking and attribution systems, the partner dashboard, and all materials Company provides are furnished "as is" and "as available". Company disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title and non-infringement, and any warranty as to availability, uninterrupted or error-free operation, or the accuracy or completeness of reporting. Company does not guarantee any volume of traffic or bookings, any level of earnings, or that any particular booking will be tracked or attributed. Partner is not guaranteed any minimum compensation.

10.2 Cap. Company's total aggregate liability arising out of or relating to this Agreement or the Program shall not exceed the greater of (a) compensation properly earned by Partner and unpaid, and (b) the total compensation paid to Partner in the six (6) months preceding the event giving rise to the claim.

10.3 Excluded damages. Company shall not be liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business opportunity, or loss of data, however caused and regardless of the theory of liability, even if advised of the possibility of such damages.

10.4 Time limit. Any claim arising out of or relating to this Agreement or the Program must be brought within one (1) year after the claim arose, to the fullest extent permitted by applicable law. A claim brought after that period is permanently barred.

10.5 Nothing in this Section limits any liability that cannot be limited or excluded under applicable law.

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 compensation may be withheld for review;
• Compensation associated with a breach may be withheld, reversed or forfeited in accordance with Section 6;
• Tracking links must be removed immediately;
• Any remaining earned and approved balance is paid in accordance with Section 3.3.

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, without regard to its conflict of law principles.

Any dispute arising out of or relating to this Agreement or the Program shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. The Federal Arbitration Act governs the interpretation and enforcement of this Section to the extent applicable.

Hearings shall be conducted remotely where practicable. Where an in-person proceeding is necessary, its venue shall be in Hawaii. The arbitrator may award any relief available in a court of competent jurisdiction, and judgment on the award may be entered in any court having jurisdiction.

Arbitration shall proceed on an individual basis only. Partner and Company each waive any right to a jury trial and any right to participate in a class, collective, consolidated or representative proceeding.

Either party may bring an individual claim in small claims court if it qualifies. Either party may seek temporary or preliminary injunctive relief from a court of competent jurisdiction to protect intellectual property or confidential information pending arbitration.

If the class waiver in this Section is found unenforceable as to any claim, that claim shall proceed in court and the remainder of this Section shall remain in force.

14. SURVIVAL

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

Section 15.4, and the obligation to pay compensation earned before termination, suspension or discontinuation, also survive.

Sections 4B.4 and 17 survive termination for twelve (12) months.

15. MODIFICATIONS

15.1 Company may amend this Agreement and the Program Schedule at any time.

15.2 A "Material Economic Change" means a change to the commission rate, the Direct Partner Referral Commission rate or duration, the timing of payment, the minimum payout threshold, or any other term that is materially adverse to Partner's compensation. Company will give Partner not less than thirty (30) days' notice of a Material Economic Change before it takes effect. Notice of a Material Economic Change will be sent to the email address on Partner's account and prominently displayed in the partner dashboard. For any other notice under this Agreement, either channel alone is sufficient.

15.3 For a Material Economic Change, Company will require Partner's affirmative electronic acceptance of the amended terms before Partner may continue participating in the Program after the effective date. For any other amendment, continued participation on or after the effective date constitutes acceptance.

15.4 Economic changes apply prospectively. The commission rate applicable to a booking is the rate in effect on the date the customer made that booking. The Direct Partner Referral Commission rate and duration applicable to a referral are those in effect on the date the referred Partner enrolled. A later amendment does not reduce either, and no discontinuation under Section 16 shortens a Direct Partner Referral Commission duration that has already begun.

15.5 Where Partner does not accept a Material Economic Change, Partner's participation is suspended on the effective date until Partner either accepts the amended terms or terminates this Agreement. Suspension under this Section is not a termination for breach. Compensation earned before suspension remains payable in accordance with Section 3, and bookings made before the effective date continue to be compensated at the rates that applied to them under Section 15.4. During suspension under this Section, Partner is not eligible to earn compensation from bookings first made during the suspension period.

15.6 Company may make changes effective immediately, on notice, where required by law, by an upstream booking partner, or to address fraud, security or regulatory compliance. Section 15.4 continues to apply to any such change.

15.7 Partner may terminate this Agreement at any time, including before a change takes effect.

15.8 Each version of this Agreement and of the Program Schedule carries an effective date. Company retains prior versions and will make them available to Partner on request.

16. PROGRAM CHANGES, SUSPENSION AND DISCONTINUATION

Company may modify or suspend the Program, or discontinue it in whole or in part, at any time and for any reason, on not less than thirty (30) days' notice, except where immediate action is required by law, by an upstream booking partner, or to address fraud or security.

Company may discontinue the Direct Partner Referral Commission for new referrals on thirty (30) days' notice. Discontinuation does not shorten the Direct Partner Referral Commission duration applicable to a referred Partner who enrolled before the effective date of the discontinuation, except where continued payment is prohibited by law or by a binding requirement of Company's upstream booking partner. Section 15.4 applies to any such discontinuation.

Where Company discontinues the Program in its entirety, no booking made after the effective date of discontinuation is eligible for compensation. A booking made before the effective date may still become a Qualifying Booking after discontinuation if it subsequently satisfies Section 2, and compensation for it remains payable under this Agreement.

On any suspension or discontinuation, compensation earned on Qualifying Bookings before the effective date remains payable in accordance with Section 3, subject to Sections 3.2, 3.5 and 6. Suspension or discontinuation of the Program is not a breach of this Agreement.

17. LIMITED LICENSE

Company grants Partner a limited, non-exclusive, non-transferable, revocable licence to use the tracking links, QR codes, and marketing materials Company issues or approves, solely to promote the Program during the term of this Agreement.

Partner may not alter Company's marks or materials, register or use any confusingly similar mark or domain, or use Company's marks in any manner Company has not approved. All goodwill arising from Partner's use inures to Company. The licence ends automatically on termination, and Partner must then cease all use. The licence granted under this Section does not extend to use of any tracking link, QR code, mark or material in Paid Traffic, and Company grants Partner no licence of any kind in the name, brand or trademark of any activity provider, operator or supplier featured on the Company site.

18. ELECTRONIC TRANSACTIONS AND ACCEPTANCE

Partner and Company agree to transact electronically. Partner accepts this Agreement and the Program Schedule by affirmatively indicating acceptance during enrolment, at a point where both documents are made available to Partner.

Where Partner enrols through another partner's invite link, Partner separately and affirmatively acknowledges the referral reporting described in Section 3.7. That acknowledgement is given separately from acceptance of this Agreement, and is not inferred from Partner's use of an invite link or from Partner's continued participation.

Company records the version of each document accepted, the date and time of acceptance, and the identifiers necessary to evidence it, and retains that record.

19. NOTICES

Company may give notice to Partner by email to the address on Partner's account or by posting in the partner dashboard, and such notice is effective when sent or posted. Partner is responsible for keeping its contact details current. Partner may give notice to Company at the address or contact details published on www.bigislandactivities.com.

20. GENERAL

Entire agreement. This Agreement and the Program Schedule are the entire agreement between the parties regarding the Program and supersede all prior discussions and understandings.

Severability. If any provision is held unenforceable, it shall be limited or severed to the minimum extent necessary and the remainder shall stay in force.

Waiver. A failure to enforce any provision is not a waiver of it or of any other provision.

Assignment. Partner may not assign this Agreement without Company's written consent. Company may assign it to an affiliate or in connection with a merger, reorganisation or sale of substantially all of its assets.

No third-party beneficiaries. This Agreement confers no rights on any person who is not a party to it.

Headings. Headings are for convenience and do not affect interpretation.