Partner Referral Agreement

1. Program Overview

The Company operates an online marketplace that refers customers to third-party tour and activity providers. Partners may refer traffic to Kealakekua Bay Snorkel using tracking links approved and issued by the 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.

Nothing in this Agreement creates an employer-employee, joint-venture, or agency relationship. Partner is an independent contractor.

2. Qualifying Bookings and Commission Earning

A "Qualifying Booking" means a booking that:

• Is properly tracked through Company-approved attribution systems (a 30-day first-party cookie set when the customer arrives via the Partner's link);
• Was not generated through prohibited marketing methods;
• Is not cancelled, refunded, partially refunded, charged back, or disputed;
• Has been fully completed by the customer;
• Has resulted in commission payment actually received by the Company from its upstream booking partner.

Commission is not earned at the time of booking. It is earned only after the tour has been completed, the cancellation and dispute window has reasonably passed, and the Company has received the corresponding commission from its upstream partner. The 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 the Company has received the corresponding commission from the upstream booking partner. Example: a tour completed January 1 will, if earned, pay on February 21.

3.2 Upstream Dependency

Payments are dependent upon the Company receiving commission from upstream booking partners. If an upstream partner delays, reduces, or denies payment, the Company may delay, reduce, or deny the corresponding Partner payment without liability.

3.3 Minimum Payout Threshold

The Company maintains a minimum payout threshold of $25.00 USD. If Partner's approved commissions for a payment cycle total less than this amount, no payment will be issued. Unpaid approved balances below the threshold roll forward until the cumulative balance reaches or exceeds it, at which time payment is issued on the next cycle.

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, for maintaining an active PayPal account, and for any PayPal processing or currency-conversion fees. The Company is not liable for payment failures due to incorrect PayPal details or PayPal account restrictions.

3.5 Adjustments and Clawbacks

The Company may:

• Reverse commissions for refunded, cancelled, 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. US partners who earn $600 or more in a calendar year must complete an IRS Form W-9 (or the digital equivalent inside the Partner dashboard) before any payout is released. The Company will issue a Form 1099-NEC at year-end for partners meeting the threshold. Non-US partners may be asked to complete a Form W-8BEN or equivalent.

4. Marketing Restrictions

Partner shall not:

• Bid on Kealakekua Bay Snorkel's branded keywords without written authorization;
• Use confusingly similar domain names;
• Impersonate the Company;
• Misrepresent pricing, availability, or safety of any tour or activity;
• Offer cash rebates or incentives tied to bookings;
• Use cookie stuffing, bot traffic, or other fraudulent tracking;
• Send unsolicited commercial messages or use purchased email lists;
• Engage sub-affiliates without written approval;
• Use the Company's branding in harmful or unlawful contexts.

5. Audit Rights

The Company may request disclosure of traffic sources, advertising accounts, and supporting documentation at any time. Failure to provide requested documentation constitutes a material breach of this Agreement.

6. Forfeiture and 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 from the Program;
• The Company may pursue legal remedies.

7. Representations and Warranties

Partner represents and warrants that:

• Partner's marketing activities comply with applicable laws, including the FTC Endorsement Guides, CAN-SPAM, TCPA, and GDPR where relevant;
• Partner is not under any regulatory investigation related to deceptive marketing;
• Partner will notify the Company within twenty-four (24) hours of any such investigation.

8. Indemnification

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

9. Limitation of Liability

The Company's total liability under this Agreement is limited to commissions properly earned and unpaid. The Company is not liable for indirect, incidental, consequential, or punitive damages.

10. Term and Termination

This Agreement continues month-to-month until terminated. The Company may terminate Partner's participation at any time, with or without cause. Upon termination, pending commissions may be withheld for review, violating commissions may be forfeited, and all tracking links must be removed immediately.

Partner may end participation at any time by emailing info@kealakekuabay.com. Approved commissions above the minimum payout threshold will be paid in the next regular cycle, provided tax documentation is in order.

11. Force Majeure

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

12. Modifications

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

13. Contact

Questions about this Agreement or the Program: info@kealakekuabay.com