Partner Referral Agreement

Effective Date: September 20, 2026 Version: 1.0

This Partner Referral Agreement ("Agreement") governs participation in the Manta Ray Night Snorkel 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.

PLEASE READ: THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER IN SECTION 13. EXCEPT FOR THE CLAIMS DESCRIBED IN THAT SECTION, YOU AND COMPANY AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, AND YOU AND COMPANY EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

1. PROGRAM OVERVIEW

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

Partners may refer traffic to www.mantaraynightsnorkel.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.mantaraynightsnorkel.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 enrollment 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.

Eligibility. Partner must be at least eighteen (18) years old and legally able to enter into this Agreement. Partner may participate as an individual or as a business entity. Where Partner accepts this Agreement on behalf of an entity, the person accepting represents that they are authorized to bind it.

Application and approval. Participation requires Company's approval. Company may approve or decline an application, and may impose reasonable conditions on participation, on grounds including the suitability of Partner's promotional channels, legal or regulatory compliance, fraud prevention, security, and protection of Company's brand.

Accurate information. Partner shall provide accurate identity, business, promotional-channel, payment and tax information, and shall keep it current. Partner shall list the websites and channels on which Partner will display its tracking links, and shall keep that list current. Partner shall notify Company promptly of any material change to that information, including a change of the entity participating, a change of control, or a change to Partner's principal promotional channels.

Customers. A customer who books through Partner's link is Company's customer and the customer of the operator supplying the activity. Partner acquires no right to the customer relationship, no right to market to the customer on the basis of that booking, and no claim to customer data by reason of the referral. Company owns the tracking and attribution data generated through Partner's participation in the Program.

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, 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 an Upstream Booking Partner. An "Upstream Booking Partner" means any booking, reservation or distribution platform through which Company receives commission on bookings, including FareHarbor. Company may add, change or replace an Upstream Booking Partner at any time. A change of Upstream Booking Partner does not terminate this Agreement and does not reduce compensation already earned. Where a change affects how bookings are tracked or settled, Company will give Partner not less than thirty (30) days' notice, will state how bookings made before the change will be treated, and will continue to pay compensation on those bookings in accordance with Section 3 to the extent Company receives corresponding payment.

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.

A Qualifying Booking is locked on the payment day on which compensation for it is first paid under Section 3.1. Once locked, compensation for that booking may be adjusted, reversed or clawed back only as permitted by Section 3.5.

Company retains sole and final authority regarding attribution and booking qualification, exercised in accordance with the credit policy stated in the Program Schedule.

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. If an Upstream Booking Partner delays, reduces, or denies 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, or pending completion of tax, identity or sanctions-screening checks required under Section 3.6 or Section 8;
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.

Time limit on corrections. Company may make an adjustment, reversal or clawback under this Section within twelve (12) months after the compensation in question was paid. That limit does not apply where the adjustment arises from fraud, intentional deception, unlawful conduct, deliberate manipulation of attribution, or an accounting or tracking error that could not reasonably have been identified earlier, in which case Company may make the adjustment when the issue is discovered.

Recovery of overpayments. Before recovering an overpayment other than by offset against future compensation, Company will give Partner an itemized written notice identifying the bookings and amounts affected. Partner shall repay an undisputed overpayment within thirty (30) days after that notice, unless the parties agree otherwise in writing. No adjustment may recover the same amount twice.

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 enrolls 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 enrollment, 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 enrolls, 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. Where that cessation is a termination by Company without cause, the Referral Commission instead continues for the remainder of the duration that applied on the date the referred partner enrolled, subject to Sections 2, 3.2, 3.5 and 6. Company may not use its termination right under Section 11 to shorten a Direct Partner Referral Commission duration that has already begun.
Reporting. A referring Partner can see, in aggregate for each reporting period, 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, and cannot see booking-level or operator-level detail except where Company provides it as reasonably necessary to resolve a discrepancy the referring Partner has raised under Section 3.8. Consent to this reporting is obtained from the referred partner at enrollment 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.

3.8 Reporting, Discrepancies and Finality

Company makes Partner's compensation reporting available in the partner dashboard. Partner shall review it and notify Company of any discrepancy within sixty (60) days after the relevant compensation statement first becomes available. Notice must identify the bookings, dates and amounts in question.

Company will review a timely discrepancy notice in good faith and will explain any correction or rejection.

A compensation statement becomes final twelve (12) months after it first becomes available where Partner has raised no discrepancy in accordance with this Section. Finality under this Section does not apply to fraud or to a discrepancy Company concealed from Partner, and does not waive any right that applicable law makes non-waivable. This Section applies to compensation statements first made available on or after the effective date of this version.

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;
Direct-link to the site from a paid advertisement, or use a redirect achieving the same result, rather than linking from a page Partner owns or controls;
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 authorized in writing;
Use Company branding in harmful or unlawful contexts.

Disclosure. Partner shall include a clear and conspicuous disclosure that Partner may earn compensation, on every page, post or video carrying a tracking link where the commercial relationship is not otherwise obvious. The disclosure shall appear close to the link or endorsement, shall be visible without scrolling where the format allows, and shall not be delivered by pop-up. 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, and it never changes your price."

Affiliated Partners. Where Partner is an owner, officer, employee or contractor of Company, or an entity controlled by any of them, or otherwise has a material connection to Company within the meaning of the FTC's Endorsement Guides, Partner shall clearly disclose that relationship in every promotion carrying Partner's tracking link, unless the relationship is already obvious from the context of the promotion, in addition to the disclosure required above.

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

Where Company approves a sub-affiliate or subcontractor in writing, Partner remains fully responsible for that person's Program activity as if it were Partner's own. Partner is likewise responsible for the acts and omissions of its employees, agents and contractors in connection with the Program.

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

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.

Partner shall maintain accurate and complete records of its promotional activity under the Program, including its traffic sources and advertising placements, for two (2) years.

Where Company requests information under this Section, Partner shall respond within a reasonable time, completely and honestly. Partner bears the burden of substantiating the source of the traffic Partner sends to the site. Where Partner does not do so, Company may treat the affected bookings as not Qualifying Bookings under Section 2, and may suspend Partner's participation for the bookings or period in question, in addition to any remedy under Section 6.

Company may review Partner's public promotional placements at any time to verify compliance with this Agreement, and may notify Partner of changes required to bring a placement into compliance.

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, 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, including the CAN-SPAM Act, the Telephone Consumer Protection Act, applicable state privacy laws, and the FTC's Endorsement Guides and guidance on disclosure of material connections;
FTC-compliant disclosures are used;
Partner is not under regulatory investigation related to deceptive marketing;
Partner is not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. economic sanctions, and is not a person with whom U.S. persons are prohibited from dealing, including any person on the U.S. Treasury Department's Specially Designated Nationals and Blocked Persons List;
Partner will comply with applicable sanctions, export-control and anti-corruption laws in its participation in the Program;
Where Partner markets to, or takes inquiries from, persons outside the United States, Partner complies with the laws of those jurisdictions, including the EU and UK General Data Protection Regulation and applicable electronic-marketing rules.

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.

Partner shall notify Company promptly, and in any event within five (5) business days after becoming aware of it, of any inquiry from a news medium, publication or governmental authority, and of any complaint or allegation of wrongdoing, in each case concerning the Program, Company, or Partner's promotional activity for the Program.

Partner shall notify Company promptly if any representation in this Section ceases to be true. Company may suspend participation and withhold payment where it reasonably determines that making a payment would violate applicable sanctions law, and may terminate under Section 11 if the matter is not resolved.

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 defense 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 defense 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 two (2) years after the claim arose, or, for a claim concerning the calculation or payment of compensation, within two (2) years after Partner knew or reasonably should have known of it, to the fullest extent permitted by applicable law. A claim brought after that period is permanently barred.

10.5 Exceptions. Nothing in this Section limits Company's liability for fraud, fraudulent misrepresentation, or willful misconduct, for the payment of compensation properly earned by Partner, or for 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.

Bookings made before termination. Termination does not, by itself, disqualify a booking made before the effective date of termination. Such a booking may still become a Qualifying Booking after termination if it subsequently satisfies Section 2, and compensation for it remains payable in accordance with Section 3, subject to Sections 3.2, 3.5 and 6. No booking made after the effective date of termination is eligible for compensation.

For the avoidance of doubt, the Direct Partner Referral Commission is treated differently, and ends on termination as provided in Section 3.7.

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 Booking 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.

Before commencing arbitration, the party raising a dispute shall give the other party written notice describing it, and the parties shall attempt in good faith to resolve it through informal negotiation for thirty (30) days after that notice. Either party may commence arbitration after that period. This Section does not prevent either party from seeking the injunctive relief described below, or from filing in small claims court.

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.

Where Partner is a natural person, Company will bear any arbitration filing, administrative and arbitrator fees that exceed the amount Partner would have paid to file the same claim in a Hawaii state court of competent jurisdiction. This does not affect the arbitrator's authority to allocate costs where a claim is found to be frivolous or brought for an improper purpose.

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, confidentiality and data protection, and payment adjustment provisions survive termination.

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

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.

A "Material Change" means a Material Economic Change, or a change that is materially adverse to Partner in respect of dispute resolution, limitation of liability, indemnification, confidentiality or data protection, intellectual property rights, termination rights, or Partner's obligations under this Agreement.

Company will give Partner not less than thirty (30) days' notice of a Material Change before it takes effect. Notice of a Material 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 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 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 a version number and 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 an 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 license 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 license ends automatically on termination, and Partner must then cease all use.

Partner's own content. Partner retains ownership of the original content Partner creates to promote the Program.

Partner's marks. Partner grants Company a non-exclusive, revocable, royalty-free license to use Partner's name and logo to identify Partner as a participant in the Program. Company will follow any brand guidelines Partner supplies and will stop on Partner's written request. Company acquires no other right to Partner's content, name or likeness.

Correction and removal. On Company's reasonable written notice, Partner shall promptly correct or remove any Program promotion that is inaccurate, unlawful, or not permitted under Section 4, and shall do so immediately where necessary to stop fraud or unlawful activity.

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 enrollment, at a point where both documents are made available to Partner.

Where Partner enrolls 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.

Company will make this Agreement and the Program Schedule available to Partner in a form Partner can retain and print, and will keep prior versions available under Section 15.8.

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. Notice is not effective where Company receives a system-generated notice that delivery failed and Partner has not been notified through the partner dashboard. Partner is responsible for keeping its contact details current. Partner may give notice to Company at the address or contact details published on www.mantaraynightsnorkel.com.

20. CONFIDENTIALITY AND DATA PROTECTION

20.1 Confidential Information. "Confidential Information" means non-public information disclosed by Company to Partner in connection with the Program, including the reporting described in Section 3.7 relating to a partner Partner referred, Company's non-public commercial terms, and Company's business, technical and financial information. It does not include information that is public through no act of Partner, that Partner lawfully held before disclosure, that Partner lawfully obtains from a third party without restriction, or that Partner develops independently.

20.2 Use and protection. Partner shall use Confidential Information only to participate in the Program, shall protect it with no less than reasonable care, and shall disclose it only to personnel or advisers who need it and are bound by confidentiality obligations no less protective than these. Partner shall not sell Confidential Information, use it for outreach unrelated to the Program, or use it to solicit away or otherwise disadvantage Company, an operator listed on the site, or another Program participant. Partner may disclose Confidential Information where legally compelled, giving Company advance notice where lawful.

20.3 Duration. These obligations continue for three (3) years after termination. Information that qualifies as a trade secret remains protected for as long as it so qualifies.

20.4 Data protection. Each party is responsible for compliance with the privacy and data-protection law applicable to its own activities. Partner is responsible for the privacy notices, consents and lawful bases required for Partner's own website, tracking, analytics and marketing. Partner shall not provide Company with personal data relating to Partner's own visitors, subscribers or prospects, except information strictly necessary to administer the Program and lawfully shareable for that purpose. Partner shall not send Company customer credentials, payment card data or API keys.

20.5 Security incidents. Partner shall notify Company without undue delay after becoming aware of any actual or suspected unauthorized access to, disclosure of, loss of, or compromise of Confidential Information or Program data in Partner's possession or control.

20.6 Referral reporting. The reporting a referring Partner receives under Section 3.7 is Confidential Information of Company and of the referred partner. A referring Partner shall use it only to understand its own compensation, and shall not disclose it to any third party or use it to contact, solicit or compete with the referred partner.

21. 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.

No reliance. Partner has independently evaluated the desirability of participating in the Program and is not relying on any representation, guarantee, forecast or statement other than those set out in this Agreement and the Program Schedule.

Different terms for other partners. Company may admit other partners to the Program, and may agree terms with them, including compensation rates, that differ from those in this Agreement and the Program Schedule. The rates published in the Program Schedule are the standard rates and do not entitle Partner to terms agreed with any other partner.

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, reorganization 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.