This WonderPass Partner Agreement ("Agreement") is entered into between Wonderpass Technologies LLC, a Delaware limited liability company ("WonderPass," "we," "us," or "our"), and the business identified in the onboarding flow and signature block below ("Partner," "you," or "your"). This Agreement is effective on the date you accept it electronically during onboarding (the "Effective Date").
BY CLICKING "I AGREE," SIGNING ELECTRONICALLY, OR LISTING YOUR BUSINESS ON THE WONDERPASS PLATFORM, YOU AGREE TO BE BOUND BY THIS AGREEMENT. If you do not agree, do not complete onboarding or list your business.
WonderPass operates a membership and marketplace platform that connects Members with participating partners. WonderPass is a technology and marketing intermediary only. WonderPass does not provide, operate, control, supervise, or assume responsibility for Partner Services. You are solely responsible for the Partner Services and your facilities, staff, and operations.
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, franchise, agency, employment, or fiduciary relationship. Neither party has authority to bind the other. You are not authorized to make representations or warranties on behalf of WonderPass.
This Agreement is non-exclusive. Each party may work with other businesses, platforms, or partners.
You acknowledge that Members use the Platform subject to WonderPass's Member Terms of Service, which include, among other things, a release of the WonderPass Parties, an assumption of the risks of physical activities, and a requirement to sign your liability waiver before participating. You will not make any statement to Members that contradicts those terms, or represent that WonderPass is responsible for the Partner Services, your premises, or Member safety at your location.
You will provide accurate, complete, and current information about your business, Partner Services, schedules, capacity, age and skill requirements, safety rules, and applicable restrictions ("Listing Content"). You grant WonderPass a non-exclusive, royalty-free, worldwide license to use, reproduce, display, and distribute your Listing Content, name, logo, and marks to operate, market, and promote the Platform and your participation in it.
You will maintain accurate availability and honor all confirmed Bookings made through the Platform on the same terms, quality, and pricing as comparable non-WonderPass customers. You will not provide Members with inferior service, facilities, hours, or access because they booked through WonderPass.
You will accept the confirmation codes or check-in method designated by WonderPass and promptly record attendance so that Credits and payment can be reconciled accurately.
During the Term and for twelve (12) months afterward, you will not knowingly solicit or induce Members who discovered your business through the Platform to book directly with you in order to circumvent the Platform and avoid fees. You may continue to serve any customer through your own ordinary channels.
You agree to support the growth of the WonderPass ecosystem, which benefits all participating partners. During the Term you will:
License for Marketing. WonderPass grants you a limited, non-exclusive, revocable, royalty-free license to display WonderPass's name, logos, and provided marketing materials solely to promote the Platform and your participation in it, in accordance with any brand guidelines WonderPass provides. You will not modify WonderPass's marks or materials or use them in any misleading manner, and all goodwill from such use inures to WonderPass. This Section does not obligate you to incur out-of-pocket advertising spend, and nothing in it limits Section 3.4 (Anti-Circumvention).
WonderPass determines the membership pricing charged to Members, promotions, discounts, and the Member-facing presentation of your Partner Services. The number of Credits required for each of your offerings is calculated by the Platform from the Reference Rate you enter for that offering (Section 4.2), by dividing the Reference Rate by the Credit Value and rounding to the nearest whole Credit, subject to the minimums and maximums the Platform applies. You cannot set Credit amounts directly. WonderPass may adjust a Credit amount to correct an error or to enforce Section 4.7. What Members pay WonderPass for their memberships does not affect the amount payable to you, which is determined solely under this Section 4.
For each offering, you will enter in your partner dashboard a per-visit price (the "Reference Rate"), which must be your standard, generally available drop-in or retail price for the same activity charged to your direct customers. You represent that each Reference Rate is accurate and not inflated above that price. Because Credits are rounded to whole numbers, the Booking Value for an offering may be slightly higher or lower than its Reference Rate.
(a) Standard rate. For each participant in a completed, attended Booking, WonderPass earns a platform fee equal to thirty percent (30%) of the Booking Value (the "Platform Fee"), as that percentage may be adjusted from time to time under Section 4.6. The Platform Fee is a fixed percentage and does not fluctuate by demand or time.
(b) Promotional rates. WonderPass may, in its discretion, offer you a reduced Platform Fee for a stated period (for example, a founding-partner rate), by email or through the partner dashboard. A promotional rate applies only for the period stated. When it ends, the standard rate in Section 4.3(a) applies automatically without further notice, and the end of a promotional rate is not a change requiring notice under Section 4.6.
Your "Net Payable" for each participant in a completed, attended Booking equals the Booking Value minus the Platform Fee (at the standard rate, seventy percent (70%) of the Booking Value), subject to the adjustments, offsets, and withholdings in Section 5.
You acknowledge that the Platform Fee is fair consideration for the bundle of technology and growth services WonderPass provides, including, without limitation: (a) the booking, confirmation-code, and check-in technology and the partner dashboard; (b) payment processing, billing, and reconciliation; (c) paid marketing and customer-acquisition spend that drives Members to your business; (d) listing, distribution, merchandising, and promotion of your business across the WonderPass platform; and (e) Member and partner support. You agree the Platform Fee represents reasonable value for these services.
You acknowledge and agree that WonderPass may, in its sole discretion and from time to time, modify the Platform Fee percentage, the Credit Value, the Credit calculation methodology, and any other economic terms of this Agreement, without the consent, approval, or countersignature of Partner. WonderPass will provide at least thirty (30) days' prior written notice of any such change (which notice may be given via the partner dashboard, email, or the Platform). Any change applies prospectively only, to Bookings made on or after the change's effective date. Your sole and exclusive remedy if you do not agree to a change is to terminate this Agreement under Section 9 before the change takes effect. Your continued participation in the Platform, or acceptance of any Booking, on or after the effective date of a change constitutes your binding acceptance of the change. No course of dealing, delay, or failure by WonderPass to adjust the Platform Fee waives its right to do so. WonderPass will not increase the standard Platform Fee percentage more than once in any twelve (12) month period. This Section does not apply to the end of a promotional rate under Section 4.3(b).
(a) Price parity. The Reference Rate you enter for each offering must not exceed the price you charge your direct customers for the same offering, as published on your website, signage, booking system, or other customer-facing materials. This Section applies only to your own direct pricing and does not restrict the prices you charge through any other platform or channel.
(b) Verification. WonderPass may verify any Reference Rate against your published pricing at any time, may request reasonable documentation of your direct pricing, and may correct a Reference Rate (and the resulting Credit amount) to match your published direct price.
(c) Enforcement. If WonderPass determines that a Reference Rate exceeds your direct price, WonderPass will notify you in writing, and you will have seven (7) days to correct it. If you do not correct it, or if inaccurate pricing recurs, WonderPass may pause your listing and, for repeated or uncorrected violations, terminate this Agreement under Section 9.3.
WonderPass will pay you the Net Payable for completed, attended Bookings and for no-shows under Section 6.1, less applicable fees, adjustments, chargebacks, refunds, and amounts withheld under this Agreement.
(a) Holding period. Net Payable for each visit becomes eligible for payout after a holding period following the visit (currently up to fourteen (14) days), which allows for disputes, chargebacks, and corrections.
(b) Monthly payouts. WonderPass will remit eligible Net Payable on a monthly basis, within fifteen (15) days after the end of each calendar month, by the method you designate (e.g., ACH bank transfer). You are responsible for providing accurate payment and tax details.
(c) Minimum payout. WonderPass will remit a payout only when your eligible balance is at least five hundred dollars ($500). Balances below the minimum carry forward to the following month and are not forfeited. WonderPass may change the minimum payout amount under Section 4.6.
WonderPass's compensation is the Platform Fee described in Section 4.3. You authorize WonderPass to retain the Platform Fee from amounts collected and to remit only the Net Payable to you.
WonderPass may offset, deduct, or recover from current or future payments any amounts attributable to: (a) refunds, or Bookings later determined not to have been completed; (b) Member complaints or disputes resolved in the Member's favor; (c) chargebacks; (d) overpayments or errors; (e) fraud; or (f) your breach of this Agreement. If amounts owed by you exceed amounts payable to you, you will pay the difference within fifteen (15) days of invoice.
Each party is responsible for its own taxes. You are solely responsible for determining, collecting, reporting, and remitting all sales, use, amusement, and other taxes applicable to the Partner Services, and for any required permits or licenses. Net Payable amounts are exclusive of such taxes unless expressly stated.
Except for the Net Payable, WonderPass has no obligation to pay you any amount, and you are not entitled to any payment for unused or forfeited Credits, membership fees, marketing value, or Member data.
You must notify WonderPass in writing of any disputed payment within thirty (30) days of the relevant statement, or the statement is deemed final and accepted.
Member cancellation and Credit-return rules are set by WonderPass and communicated to Members. Unless WonderPass notifies you of a change under Section 4.6:
You will use commercially reasonable efforts to honor all confirmed Bookings. If you cancel, close, reschedule, or are unable to honor a confirmed Booking, you will: (a) notify WonderPass and affected Members as far in advance as possible; (b) cooperate to rebook or accommodate affected Members; and (c) bear responsibility for the consequences of the cancellation. WonderPass may, in its discretion, refund or restore Credits to affected Members and recover the corresponding amounts from you under Section 5.4.
Repeated or last-minute Partner cancellations, no-shows by the Partner, overbooking, or failure to honor Bookings may result in reduced visibility, suspension, or termination, and WonderPass may charge reasonable documented costs incurred to remedy the impact on Members.
You will give WonderPass at least fourteen (14) days' notice of planned closures, holidays, or capacity changes affecting availability, where practicable.
You represent, warrant, and covenant, on a continuing basis, that:
(a) Required coverage. You will, at your own expense, maintain during the Term commercial general liability insurance with commercially reasonable limits appropriate to your operations, and in any event not less than $1,000,000 per occurrence / $2,000,000 aggregate, covering bodily injury, property damage, and premises operations. You will also maintain workers' compensation insurance as required by law. Abuse/molestation coverage is strongly recommended for businesses serving children. Existing policies that meet these requirements satisfy this Section.
(b) Certificate on request. You will provide WonderPass with a certificate of insurance evidencing this coverage upon request.
(c) Lapse. You will promptly notify WonderPass if any required coverage is cancelled, not renewed, or materially reduced. WonderPass may pause your listing while required coverage is not in force.
Maintaining insurance does not limit your obligations under Sections 10 and 11.
This Agreement begins on the Effective Date and continues until terminated (the "Term").
Either party may terminate this Agreement at any time, for any or no reason, upon thirty (30) days' written notice. WonderPass may also pause, suspend, or remove your listing immediately where it reasonably believes there is a risk to Members, a legal or safety concern, fraud, reputational harm, or a breach of this Agreement.
Either party may terminate immediately upon written notice if the other materially breaches this Agreement and fails to cure within ten (10) days of notice (or immediately if the breach is incurable or involves safety, fraud, or illegality). Repeated or uncorrected violations of Section 4.7 are a material breach.
Upon termination: (a) your listing will be removed and no new Bookings will be made; (b) you will honor any already-confirmed Bookings unless otherwise agreed; (c) WonderPass will pay any undisputed Net Payable for Bookings completed before termination, subject to Section 5, regardless of the minimum payout amount in Section 5.2(c); and (d) each party will return or destroy the other's Confidential Information on request. Sections 2, 3.4, 4.1, 4.7, 5, 7, 8, 10, 11, 12, 13, 14, 15, and 16 survive termination.
You may pause your listing at any time through the partner dashboard. While paused, no new Bookings will be made, and you will continue to honor already-confirmed Bookings unless WonderPass agrees otherwise. Pausing does not terminate this Agreement.
You will defend, indemnify, and hold harmless WonderPass and its owners, officers, directors, employees, agents, affiliates, and licensors (the "WonderPass Parties") from and against any and all claims, demands, suits, actions, liabilities, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the following, INCLUDING CLAIMS ALLEGING THE NEGLIGENCE OF ANY WONDERPASS PARTY (SUCH AS IN LISTING, VETTING, PROMOTING, OR BOOKING YOUR BUSINESS), except to the extent finally determined by a court or arbitrator to have been caused by that WonderPass Party's gross negligence or willful misconduct:
WonderPass will provide reasonable notice of any claim, and you will assume the defense with counsel reasonably acceptable to WonderPass; WonderPass may participate with its own counsel at its expense. If you do not assume the defense within ten (10) days after notice, WonderPass may defend the claim with counsel of its choice, and you will reimburse WonderPass's reasonable defense costs and remain liable for indemnification. You may not settle any claim in a manner that imposes obligations or admissions on WonderPass without WonderPass's prior written consent.
WonderPass will indemnify you against third-party claims alleging that the Platform technology itself (excluding your Listing Content) infringes a U.S. intellectual property right, subject to the limitations in Section 11. This is your sole and exclusive remedy for infringement claims relating to the Platform.
To the fullest extent permitted by law:
NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITY, arising out of or relating to this Agreement, even if advised of the possibility of such damages. This mutual limitation does not limit your indemnification obligations under Section 10 or your obligations arising from injury, death, or property damage at your location, or your breach of confidentiality or of Section 7.
THE WONDERPASS PARTIES' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL NET PAYABLE PAID BY WONDERPASS TO YOU UNDER THIS AGREEMENT IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR $500, WHICHEVER IS GREATER. THIS CAP DOES NOT APPLY TO WONDERPASS'S OBLIGATION TO PAY NET PAYABLE DUE UNDER SECTION 5.
WonderPass is not liable for the acts or omissions of Members or any third party, for Member conduct at your location, for chargebacks or non-payment by Members, or for any loss arising from your reliance on Member-provided information.
The parties acknowledge that the fees and the allocation of risk in this Agreement (including Sections 10 and 11) reflect a negotiated bargain, and that WonderPass would not enter into this Agreement without these limitations. The limitations apply even if a remedy fails of its essential purpose.
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." WONDERPASS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WonderPass does not warrant any specific volume of Bookings, Members, revenue, or marketing results, and makes no guarantee of continuous, uninterrupted, or error-free operation of the Platform.
Each party may receive non-public information of the other ("Confidential Information"), including Member data, pricing, promotional rates, business plans, and Platform information. The receiving party will: (a) use Confidential Information only to perform under this Agreement; (b) protect it with at least reasonable care; and (c) not disclose it except to personnel with a need to know who are bound by confidentiality. You will use Member personal information solely to fulfill Bookings and provide the Partner Services, in compliance with applicable privacy laws and the WonderPass Privacy Policy, and you will not sell, rent, or use it for your own marketing without the Member's separate, lawful consent. These obligations survive termination for three (3) years (and indefinitely for personal information and trade secrets).
You will comply with all applicable data-protection and privacy laws (including CCPA/CPRA and, where children are involved, COPPA) in handling any personal information received through the Platform. You will implement reasonable security measures, promptly notify WonderPass of any data breach involving Member information, and cooperate with WonderPass in responding. You will delete or return Member personal information upon termination or upon WonderPass's request, except as required by law.
This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws principles.
Any dispute arising out of or relating to this Agreement will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, seated in Los Angeles County, California. Hearings may be conducted by videoconference at either party's request. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs this Section.
All disputes will be conducted on an individual basis only; class, collective, and representative proceedings are not permitted.
Notwithstanding the above, either party may seek temporary or preliminary injunctive relief in the state or federal courts located in Los Angeles County, California, to which the parties consent, for breaches of confidentiality, intellectual property, or anti-circumvention obligations.
In any action or arbitration to enforce this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.
You must confirm the following to complete onboarding. WonderPass relies on these confirmations in granting you access to the Platform.
By checking the boxes below and submitting, the individual signing certifies, under penalty of the indemnity in Section 10.1(g):
Credit Value: $2.36 per Credit.
Platform Fee: 30% of Booking Value per participant per completed, attended Booking (subject to promotional rates under Section 4.3(b) and adjustment under Section 4.6). Net Payable to Partner: 70% of Booking Value.
Credits per offering: Reference Rate ÷ $2.36, rounded to the nearest whole Credit. These are calculated automatically in your partner dashboard.
| Reference Rate (your direct price) | Credits | Booking Value | Platform Fee (30%) | Net Payable (70%) |
|---|---|---|---|---|
| $20.00 | 8 | $18.88 | $5.66 | $13.22 |
| $28.00 | 12 | $28.32 | $8.50 | $19.82 |
| $35.00 | 15 | $35.40 | $10.62 | $24.78 |
No-shows: 50% of Net Payable (Section 6.1(c)).
Payment cadence: Monthly, within fifteen (15) days after the end of each calendar month, once your eligible balance reaches $500 (Section 5.2).
Your offerings, Reference Rates, and Credit amounts are maintained in the partner dashboard, which controls if it conflicts with this Exhibit. Changes are governed by Sections 4.6 and 4.7.
Wonderpass Technologies LLC
Legal: legal@trywonderpass.com
Partner support: support@trywonderpass.com
© 2026 Wonderpass Technologies LLC. All rights reserved.