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40hammocks, Inc. Referral Agreement

This Referral Agreement (the “Agreement”) is entered into _____10/2024____ (the “Effective Date”), by and between 40hammocks, Inc., a Delaware corporation (the “Company”) and approved enrollees of the program (the “Affiliate”). The Company and the Affiliate are individually referred to as “Party”, and collectively as “the Parties.”

1. Purpose. The Company is in the business of travel and experience booking. The Company wishes to gain additional clients/customers (“Customers”) for travel and experiences. The Affiliate is in a position to refer potential Customers to the Company.

2. Referral Arrangement. Upon the Effective Date of this Agreement, the Affiliate may, from time to time, refer potential Customers to the Company. The Company will pay the Affiliate a fee for each referral pursuant to the terms and conditions of this Agreement (“Referral Fee”).

3. Referral Fee. The Affiliate will be entitled to receive a Referral Fee each time its referred Customer makes a guaranteed block hotel booking through the 40hammocks app and provides the Affiliate’s exclusive referral code assigned by the Company to the Affiliate. Other bookings, such as for dining or experiences, will not be eligible for a Referral Fee. The Referral Fee will be based on the number of room nights contracted by Customer and will not be considered earned by Affiliate until the Customer’s booked guests have actualized their room reservation and settled all payment in full with the hotel.

The Referral Fee for each earned hotel group booking referral will be determined as follows: Commission Rate x number of earned room nights contracted by Customer x contracted room rate.

The Affiliate’s Commission Rate will be based on the number of its annual referrals, as follows

For 1-200 guaranteed contracted guest rooms during a calendar year: Partner Revenue Share Rate of 20% of 40hammocks’ commission received from the hotel room is actualized

For 201-500 guaranteed contracted guest rooms during a calendar year: Partner Revenue Share Rate of 25% of 40hammocks’ commission received from the hotel room is actualized

For 501 or more guaranteed contracted guest rooms during a calendar year: Partner Revenue Share Rate of 35% of 40hammocks’ commission received from the hotel room is actualized

The Referral Fee will be paid as follows: The Affiliate will receive the Referral Fee within forty-five (45) days from receipt/release of fee payment from hotel to the Company.

4. Term. This Agreement shall commence upon the Effective Date, as stated above, and will continue for 12 months from Effective Date. Subject to termination as provided below, this Agreement will automatically renew for successive one (1) year terms unless a Party notifies the other in writing of its decision not to renew at least thirty (30) days prior to the start of the next renewal term. Confidentiality. During the course of this Agreement, it may be necessary for the Company to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to the Affiliate in order for the Affiliate to seek out potential referrals. The Affiliate will not share any of this proprietary information at any time. The Affiliate also will not use any of this proprietary information for the Affiliate’s personal benefit at any time. This section remains in full force and effect even after termination of the Agreement by it’s natural termination or the early termination by either Party.

5. Termination. This Agreement may be terminated at any time by either Party upon thirty (30) days prior written notice to the other Party. The Affiliate will be entitled to all Referral Fees due hereunder for referrals made prior to the date of termination, but not yet paid.

6. Representations and Warranties. Each Party represents that it is fully authorized to enter into this Agreement and that the performance and obligations of such Party will not violate or infringe upon the rights of any third party or violate any other agreement between the Parties, individually, and any other person, organization, or business or any law or governmental regulation.

7. Indemnity. Each Party (the “Indemnifying Party”) agrees to indemnify and hold harmless the other Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the Indemnifying Party. This section will survive the termination of this Agreement.

8. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, WHICH ARE NOT RELATED TO OR THE DIRECT RESULT OF A PARTY’S NEGLIGENCE OR BREACH OF THIS AGREEMENT.

9. Disclaimer of Warranties. THE AFFILIATE DOES NOT REPRESENT OR WARRANT THAT ITS REFERRALS WILL CREATE ANY ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR THE LIKE. THE AFFILIATE HAS NO RESPONSIBILITY TO THE COMPANY IF THE REFERRALS DO NOT LEAD TO THE COMPANY’S DESIRED RESULT(S).

10. Severability. In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.

11. Waiver. The failure by either Party to exercise any right, power, or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or future exercise of that right, power, or privilege or the exercise of any other right, power, or privilege.

12. Legal Fees. In the event of a dispute resulting in legal action, the successful Party will be entitled to its legal fees, including, but not limited to its attorneys’ fees.

13. Legal and Binding Agreement. This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding both in the United States and throughout Europe. The Parties each represent that they have the authority to enter into this Agreement.

14. Governing Law and Jurisdiction. The Parties agree that this Agreement shall be governed by the laws of the State of Hawaii.

15. Entire Agreement. The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both Parties.

The Parties agree to the terms and conditions set forth above as demonstrated by checking the box "I agree to Terms and Conditions" required as part of the sign-up process for participating in the program.