1. Purpose of Agreement

PonoRez provides online reservation, booking, ticketing, inventory, customer communication, reporting, and related business software for in-destination experience companies, including tours, activities, attractions, charters, transportation providers, and similar operators.

Customer desires to access and use the PonoRez system for its business operations, and PonoRez agrees to provide such access subject to the terms and conditions of this Agreement.

2. Definitions

“System” means the PonoRez software platform, reservation system, booking tools, administrative portal, customer-facing booking forms, integrations, APIs, workflows, documentation, and related technology made available by PonoRez.

“Services” means access to the System and any configuration, support, implementation, training, communication, marketing, website, chatbot, waiver, hosting, maintenance, answering, or other services provided by PonoRez.

“Customer Data” means information submitted to, entered into, collected through, processed by, or generated from Customer’s use of the System, including booking data, guest data, payment-related data, operational data, and communications.

“End User” means any employee, contractor, administrator, agent, reseller, affiliate, customer, guest, or other person who accesses or uses the System through Customer’s account or booking links.

“Competitive Purpose” means any use intended to copy, replicate, reverse engineer, benchmark, analyze, assist, support, develop, improve, or promote a competing reservation, ticketing, booking, customer communication, inventory, waiver, marketing, or business management system.

3. License Grant

Subject to Customer’s compliance with this Agreement and timely payment of all applicable fees, PonoRez grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to access and use the System solely for Customer’s internal business operations and the sale, management, and fulfillment of Customer’s own in-destination experience products.

No ownership interest in the System is transferred to Customer. All rights not expressly granted are reserved by PonoRez.

4. License Restrictions

Customer shall not, and shall not permit any End User or third party to:

• copy, reproduce, modify, translate, adapt, or create derivative works from the System;

• reverse engineer, decompile, disassemble, inspect, scrape, map, benchmark, or otherwise attempt to derive source code, structure, logic, workflows, data models, pricing logic, inventory logic, automation logic, user interface concepts, or business methods from the System;

• use the System for any Competitive Purpose;

• provide access to the System to any competitor of PonoRez or to any person or entity developing, operating, advising, investing in, or supporting a competing system;

• use the System to assist, advise, train, inform, or support any competitor or competing platform;

• resell, rent, lease, assign, sublicense, timeshare, distribute, or otherwise make the System available to any unauthorized third party;

• bypass, disable, interfere with, or attempt to circumvent any access controls, security controls, usage limits, payment obligations, or technical protections;

• use the System for unlawful, fraudulent, deceptive, abusive, or harmful purposes;

• upload or transmit malicious code, spyware, ransomware, viruses, or other harmful materials;

• remove, obscure, or alter any proprietary notices, trademarks, copyright notices, or branding; or

• use the System in a manner that materially interferes with the security, integrity, availability, or performance of the System.

5. Customer Account and Authorized Users

Customer is responsible for all activity occurring under its account, credentials, administrative users, booking links, API keys, integrations, and related access points. Customer shall maintain accurate administrative contact information and promptly notify PonoRez of any unauthorized access or suspected security incident.

Customer is responsible for ensuring that all End Users comply with this Agreement.

6. Subscription Fees and Transaction Fees

Customer shall pay the monthly subscription fee selected in the applicable order form, invoice, statement of work, or written approval by PonoRez. Unless otherwise agreed in writing, the available basic monthly subscription tiers are:

Customer shall also pay applicable per-transaction fees based on the then-current PonoRez pricing posted at PonoRez.com/pricing, or as otherwise set forth in an applicable order form, invoice, statement of work, or pricing exhibit.

As of the date of this Agreement, the PonoRez monthly transaction pricing tiers are:

Transaction fees are separate from any merchant processing fees, payment gateway fees, third-party fees, taxes, chargebacks, refunds, professional services fees, add-on service fees, or other amounts unless expressly stated otherwise in writing by PonoRez.

PonoRez may update pricing after the initial Term upon written notice to Customer.

7. Add-On Services Included or Available

Depending on Customer’s selected package, usage, configuration, and applicable written agreement, PonoRez may provide or make available certain add-on services.

8. Payment Terms

Unless otherwise stated in writing, subscription fees are billed monthly in advance and transaction fees are billed monthly in arrears or as otherwise invoiced by PonoRez. Customer shall pay all invoices when due.

Late payments may result in suspension of access, interruption of Services, late fees, collection costs, or termination of this Agreement. Customer is responsible for all taxes, assessments, duties, and governmental charges associated with Customer’s use of the System, excluding taxes based on PonoRez’s net income.

9. Term

The initial term of this Agreement is one year from the Effective Date (the “Initial Term”). After the Initial Term, this Agreement may renew on a month-to-month or annual basis, as agreed by the Parties in writing or as reflected in continued use and billing, unless terminated in accordance with this Agreement.

10. Termination

Either Party may terminate this Agreement at the end of the Initial Term by providing written notice at least thirty (30) days before the end of the then-current term.

PonoRez may suspend or terminate Customer’s access immediately upon written notice if Customer:

• fails to pay amounts when due;

• materially breaches this Agreement;

• uses the System for any Competitive Purpose;

• violates the license restrictions in Section 4;

• creates a security, legal, operational, reputational, or financial risk to PonoRez, the System, or other customers; or

• engages in fraudulent, abusive, unlawful, or deceptive conduct.

Upon termination, Customer shall immediately stop using the System and all Services. Sections concerning payment obligations, intellectual property, confidentiality, restrictions, liquidated damages, disclaimers, limitation of liability, indemnity, dispute resolution, and any other provisions that by their nature should survive shall survive termination.

11. Intellectual Property Ownership

PonoRez owns and retains all right, title, and interest in and to the System, Services, software, source code, object code, workflows, processes, templates, booking forms, architecture, user interfaces, APIs, documentation, databases, designs, automation, chatbot logic, inventory logic, reports, know-how, business methods, trademarks, trade names, trade secrets, and all related intellectual property.

Customer owns its Customer Data, subject to PonoRez’s right to host, process, transmit, display, analyze, and use Customer Data as necessary to provide, maintain, secure, support, improve, and administer the System and Services.

Customer grants PonoRez a limited license to use Customer’s name, logo, product information, business information, and Customer Data as reasonably necessary to provide the System and Services.

12. Reverse Engineering, Competitive Misuse, and Liquidated Damages

Customer acknowledges that the System contains proprietary software, workflows, configurations, user interface structures, business processes, trade secrets, and confidential information developed through substantial investment by PonoRez.

Customer shall not use the System, or allow any End User or third party to use the System, to reverse engineer, copy, benchmark, replicate, analyze, document, or reproduce the System for any Competitive Purpose or to assist any competitor or competing system.

Customer agrees that any breach of this Section would cause PonoRez substantial and difficult-to-measure harm, including loss of confidential information, trade secret value, competitive advantage, development investment, customer relationships, and market position. Because actual damages would be difficult to calculate with precision, the Parties agree that $250,000 is a reasonable estimate of damages for each breach of this Section and shall be payable by Customer to PonoRez as liquidated damages, and not as a penalty.

The liquidated damages amount is in addition to PonoRez’s right to seek injunctive relief, equitable relief, attorneys’ fees, costs, and any other remedies available at law or in equity to the extent permitted by applicable law.

13. Confidentiality

Each Party may receive confidential, proprietary, business, technical, financial, operational, or customer information from the other Party. The receiving Party shall protect such information using reasonable care and shall not disclose it to any unauthorized third party except as required to perform under this Agreement or as required by law.

PonoRez confidential information includes, without limitation, the System, pricing structures, workflows, product roadmap, configurations, technical documentation, software logic, inventory logic, automation logic, chatbot logic, business methods, security practices, and non-public product information.

Confidentiality obligations survive termination of this Agreement.

14. Customer Data, Privacy, and Compliance

Customer is responsible for the accuracy, legality, and appropriateness of all Customer Data and for obtaining all required notices, consents, permissions, waivers, and authorizations from guests, customers, employees, contractors, and End Users.

Customer shall comply with all applicable laws, regulations, card network rules, consumer protection rules, privacy laws, data protection requirements, marketing rules, texting and telecommunication rules, and industry requirements applicable to Customer’s business and use of the System.

PonoRez is not responsible for Customer’s failure to maintain appropriate terms and conditions, privacy policies, cancellation policies, guest notices, safety disclosures, waivers, licenses, permits, insurance, or legal compliance.

15. Texting, Chat, Chatbot, and Communications Compliance

If Customer uses texting, chat, chatbot, email, or other communication tools through PonoRez, Customer is responsible for ensuring that its messages, automations, templates, campaigns, opt-in practices, opt-out practices, and customer communications comply with all applicable laws and platform requirements.

Customer shall not use communication tools for spam, fraud, harassment, misleading content, unlawful marketing, prohibited content, or communications that violate third-party service provider requirements.

PonoRez may suspend or limit communication tools if required by law, a third-party provider, carrier rules, security concerns, deliverability issues, or suspected misuse.

16. Electronic Waivers

If Customer uses PonoRez electronic waiver tools, Customer is solely responsible for the substance, legal sufficiency, enforceability, retention requirements, wording, and use of all waivers, releases, acknowledgments, and guest disclosures.

PonoRez provides technology for presenting, collecting, storing, and managing electronic waivers but does not provide legal advice and does not guarantee that any waiver is enforceable.

17. Third-Party Services and Integrations

The System may connect with or rely on third-party services, including payment processors, gateways, texting providers, email providers, analytics platforms, social platforms, hosting providers, communication platforms, and other integrations.

PonoRez is not responsible for outages, errors, delays, policy changes, fees, data loss, or actions caused by third-party services. Customer may be required to agree to third-party terms or provide additional information to activate certain services.

18. Support and Maintenance

PonoRez will use commercially reasonable efforts to maintain the System and provide support during normal business operations, subject to scheduled maintenance, emergency maintenance, third-party interruptions, force majeure events, security needs, and other operational requirements.

PonoRez may update, modify, improve, discontinue, or replace features from time to time, provided that PonoRez does not materially eliminate the core reservation functionality during the Term without reasonable notice.

19. Availability and Disclaimers

The System and Services are provided on a commercially reasonable basis. PonoRez does not warrant that the System will be uninterrupted, error-free, immune from security incidents, or compatible with every device, browser, integration, workflow, or business requirement.

Except as expressly stated in this Agreement, PonoRez disclaims all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

20. Limitation of Liability

To the maximum extent permitted by law, PonoRez shall not be liable for indirect, incidental, special, consequential, exemplary, punitive, or lost-profit damages, including loss of revenue, loss of bookings, loss of goodwill, business interruption, data loss, or substitute services.

Except for Customer’s payment obligations, confidentiality obligations, intellectual property violations, reverse engineering, Competitive Purpose misuse, indemnity obligations, or liquidated damages obligations, each Party’s total liability arising out of or related to this Agreement shall not exceed the amounts paid by Customer to PonoRez during the six (6) months immediately preceding the event giving rise to the claim.

21. Indemnification

Customer shall defend, indemnify, and hold harmless PonoRez and its officers, directors, employees, contractors, agents, owners, successors, and assigns from and against any claims, damages, liabilities, losses, costs, fines, penalties, and expenses, including reasonable attorneys’ fees, arising out of or related to:

• Customer’s business operations;

• Customer’s products, services, tours, activities, charters, transportation, attractions, or guest experiences;

• Customer Data;

• Customer’s communications, marketing, waivers, policies, or guest-facing materials;

• Customer’s violation of law or third-party rights;

• Customer’s misuse of the System;

• Customer’s breach of this Agreement; or

• claims by Customer’s guests, customers, employees, contractors, affiliates, resellers, or End Users.

22. Insurance

Customer is responsible for maintaining all insurance appropriate for its business operations, including general liability, professional liability, marine, transportation, workers’ compensation, cyber, or other coverage as applicable to Customer’s activities.

PonoRez does not provide insurance coverage for Customer’s operations.

23. Publicity

Unless Customer opts out in writing, PonoRez may identify Customer as a PonoRez customer and may use Customer’s name, logo, and general business description in customer lists, marketing materials, case studies, and websites. PonoRez shall not disclose Customer’s confidential information in public marketing materials without consent.

24. Notices

Notices under this Agreement shall be sent to the addresses or email contacts provided by the Parties in the applicable order form, account setup documentation, invoice, or signature block. Notices may be delivered by email, certified mail, commercial courier, or other method reasonably calculated to provide notice.

25. Governing Law and Venue

This Agreement shall be governed by the laws of the State of Hawaii, without regard to conflict-of-law principles. Any dispute arising out of or related to this Agreement shall be brought in the state or federal courts located in Hawaii, unless the Parties agree in writing to mediation, arbitration, or another dispute resolution process.

26. Injunctive Relief

Customer acknowledges that unauthorized use, disclosure, copying, reverse engineering, or competitive misuse of the System may cause irreparable harm to PonoRez for which monetary damages may be inadequate. PonoRez may seek temporary, preliminary, and permanent injunctive relief without the necessity of posting bond, in addition to any other remedies available.

27. Force Majeure

Neither Party shall be liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, severe weather, labor disputes, internet or telecommunications failures, utility failures, cyberattacks, war, terrorism, civil unrest, governmental action, pandemic, third-party service interruptions, or other force majeure events.

28. Assignment

Customer may not assign, transfer, delegate, or sublicense this Agreement or any rights or obligations under it without PonoRez’s prior written consent. Any unauthorized assignment is void. PonoRez may assign this Agreement in connection with a merger, acquisition, reorganization, sale of assets, change of control, or transfer of business operations.

29. Entire Agreement; Order of Precedence

This Agreement, together with any applicable order form, invoice, statement of work, pricing exhibit, or written addendum, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, discussions, proposals, and understandings relating to the subject matter.

If there is a conflict between this Agreement and a signed order form or statement of work, the signed order form or statement of work controls only for the specific conflicting business term and only for the applicable services.

30. Amendments; Waiver; Severability

This Agreement may be amended only in writing signed by both Parties, except that PonoRez may update online policies, technical requirements, or pricing after the Initial Term or as otherwise permitted in this Agreement.

Failure to enforce any provision is not a waiver. If any provision is found unenforceable, the remaining provisions shall remain in full force, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

31. Counterparts and Electronic Signatures

This Agreement may be signed in counterparts and by electronic signature. Electronic signatures shall have the same force and effect as original signatures.

Selected Monthly Tier

Customer’s selected monthly subscription tier is:

• Tier 1 — $250 per month

• Tier 2 — $450 per month

• Tier 3 — $750 per month

• Tier 4 — $1,200 per month

• Other approved pricing: $__________ per month

Additional approved services, if any:

• Texting / SMS

• Chat

• Website chatbot

• Electronic waivers

• Elevated chatbot

• Website creation

• Hosting and maintenance

• Online marketing: email, analytics, and social platforms

• Answering service

• Other: ___________________________________________

Special terms, if any:

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Signatures