Guide Partner Program and Agreement

www.guideradventure.com

Effective date: 1st August 2023

Welcome to the GuideR Adventure Partner Program, an online marketplace for outdoor adventure guides and outfitters to list their adventure trips (“trips”) including but not limited to the GuideR Partner Program. This agreement outlines the terms and conditions governing your usage of the Services, accessible via a designated guide account. It constitutes a binding agreement between you, or the business entity you represent (as indicated during the registration process and detailed in the Account Information section of the GuideR Partner Program profile), and GuideR Adventure LLC (“Agreement”). Upon registering for or utilizing the Services, you (on behalf of yourself or the business entity you represent) affirm your consent to adhere to the stipulations within this Agreement. This includes adherence to the specific terms of service and relevant policies corresponding to each individual Service you choose to enroll in or utilize (collectively referred to as “Service Terms”). Should your collaboration with GuideR Adventure involve a commercial arrangement not covered within Sections A or B of this Agreement (such as GuideR Adventures Partner Agreement), the contractual provisions concerns such an arrangement will be mutually established between you and GuideR Adventure. These separately agreed contractual provisions will precedence over any conflicting terms within this Agreement. In the context of this Agreement, we use the terms “we”, “us”, and “GuideR Adventure” pertain to GuideR Adventure LLC a N.C. limited-liability corporation, located in Rosman, NC. The term “you” pertains to the
individual registering for or using a Service, or the business entity that the individual represents, in case they are enrolling for or utilizing a Service on behalf of a business.
Terms capitalized herein are a defined in the section labeled “Definitions” below. Should any discrepancies arise between these General Terms and the relevant Service Terms, The Service Terms will take precedence.

1. DESCRIPTION OF SERVICES.
To initiate the utilization of a Service, it is essential to successfully go through the registration procedure. This
entails furnishing all necessary details within the “Account Information” section of the GuideR Adventure platform. The utilization of the Services is exclusively granted to entities capable of legally entering into contracts according to relevant laws. Prior to gaining access to or engaging with any of the Services, you are obligated to furnish specific mandatory information. This encompasses, but is not limited to, your legal identity (or that of your
business), location, contact number, website URL (if applicable), and email address. We retain the right to discontinue the provision of any or all of the Services at our sole discretion and without prior notification.
Any terms not defined herein have the meaning given to them in the Terms and Services.
Quality of Standards Partners agree to adhere to the following Quality Standard in respect to all trips they host:
1.1 The Partner alone is responsible for identifying and obtaining any credentials, qualifications, licenses, permits, and/or any other registrations or requirements that are or that might be applicable to the Trip being hosted, including but not limited to any of the foregoing which are required by applicable law;
1.1.1 Honoring reservations/bookings;
1.1.2 Clear, open and consistent communication with Customers
1.1.3 Respecting all Customers and making them feel included and welcome;
1.1.4 Providing opportunities for participation for every Customer participating in the Trip;
1.1.5 Accuracy and credibility in all interactions and engagement via the Trip and/or Service;
1.1.6 Making safety a priority at all times, including when designing and listing a Trip;
1.1.7 Putting the safety of all Customers first and foremost in the course of a Trip; and
1.1.8 Complying with relevant laws and regulations, including obtaining all required permits,
licenses, and approvals

2. TERM / TERMINATION
The duration of this Agreement shall commence on the date when you successfully register for your GuideR Adventure Partner Profile account (“GuideR Adventure Partner Profile”) and shall remain in effect until either party terminated it as outlined below (the “Term”). We reserve the right to promptly terminate or suspend this Agreement or any Service by notifying you, without any specific reason, at any point in time. Similarly, you have the authority to terminate this Agreement or any Service for any reason, using the methods specified by us at that time. The conclusion or suspension of one Service will not impact the status of any other Service, unless explicitly stated otherwise. Following termination, all rights and responsibilities established in this Agreement will conclude,except for Sections 2, 4 – 9, and 15 – 19, which will persist beyond termination. Furthermore, any terms explicitly slated to endure as per the relevant Service Terms will also remain in effect after termination.

3. PAYMENT
Payment shall be made to GuideR Adventure LLC of Rosman, North Carolina 28772. By acknowledging this agreement at the commencement of the Partner Profile creation, the Partner agrees to pay GuideR Adventure in accordance to GuideR Adventure set forth Partner Commission Tiers. GuideR will receive commission payments for each trip booked through the Marketplace. In addition to any other right or remedy provided by law, if a Partner fails to pay for the Service Commission when due, GuideR Adventure has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek legal remedies.

4. INTELLECTUAL PROPERTY AND CONTENT GUIDELINES
4.1 You acknowledge and consent to the fact that the Customer Information, GuideR Adventure Marketplace and Platform, Travel Product Information, Travel Product Links, GuideR APIs, as well as any associated information, technology, and materials, including their intellectual property rights, exclusively
belong to GuideR Adventure or it’s licensors. These materials, technology, and information must not be utilized, displayed, or reproduced for any purpose other than what it explicitly outlined in this Agreement.
4.2 Upon receiving a license based on specific Service Terms, you are allowed to present and offer certain Travel Products for sale. However, you are required to exhibit all Travel Product Information furnished by GuideR Adventure concerning any Travel Product that you promote. Modifying, supplementing, altering, or amending the Travel Product Information, in part or in whole, necessitates prior consent from GuideR Adventure. Timely rectifications of errors or inaccuracies identified by GuideR Adventure are mandatory. You are prohibited from systematically extracting information or copying the appearance, style, or content of the GuideR Adventure Marketplace or Agent Marketplace, except as granted in this Agreement or authorized in writing by GuideR Adventure. Additionally, you must ensure that all Travel Product Information remains non-indexable by search engines.
4.3 GuideR Adventure may, from time to time, provide you with certain Participation Data. You can internally display and/or distribute this Participation Data solely within your organization for internal business purposes. No further internal or external distribution of Participation Data is allowed. You acknowledge that no proprietary rights, including intellectual property rights, will be acquired by you concerning the Participation Data and/or any of the Services. All such rights remain with GuideR Adventure.
4.4 All licenses grated to you are personal and non-transferable. You are not authorized to assign, mortgage, transfer, sublicense, or grant liens or other rights to be licensed rights without prior written consent from GuideR Adventure.
4.5 You acknowledge that requests to purchase Travel Products are subject to GuideR Adventure’s acceptance as per the terms and conditions specified on the GuideR Adventure Marketplace or Agent Marketplace. Travel Products are subject to varying cancellation, restriction, and penalty terms, detailed in
the Travel Product Information for each product.
4.6 You are prohibited from registering domain names containing the term “GuideR Adventure” or similar variations. Additionally, you are not permitted to use trademarked terms, keywords, or internet-domain names related to GuideR Adventure for advertising through paid search entries or other online advertising methods without explicit authorization.
4.7 Both parties grant each other the right to display their respective names, logos, marks, and trademarks for the purpose of advertising the distribution partnership, indicating the source of Travel Product Information, clarifying responsibilities for customer service, or similar reasonable purposes. However, any use of these elements requires prior written consent from the respective party.
4.8 GuideR Adventure may introduce mechanisms allowing Customers to rate, provide feedback, reviews, and commentary on Travel Products. You agree that all such ratings, feedback, reviews, and commentary are owned by GuideR Adventure.
4.9 You must establish and maintain a notice and takedown procedure (NTP) on all Partner Sites throughout the Agreement’s term. The NTP should include requirements for notifications of claimed infringement, complying with applicable laws, such as the DMCA and Electronic Commerce Directive.
4.10 For Partner sites hosted in the US, you need to designate an agent for copyright claims and adopt a repeat infringer policy in line with DMCA requirements. Should you receive a legal complaint regarding content provided by GuideR Adventure, prompt notification and assistance to GuideR Adventure are obligatory. Notify GuideR Adventure at guideradventure@gmail.com and provide necessary information upon request.

5. REPRESENTATIONS
5.1 You hereby declare and affirm to us that: (a) you possess complete authority and capability to execute and deliver this Agreement, and you hold all required licenses, permissions, consents, endorsements, and authorizations mandated by applicable laws and regulations to fulfill your responsibilities and exercise your privileges herein; (b) you will adhere to all relevant international, federal, state, and local laws and regulations, including but not limited to those concerning consumer protection and data privacy. If you are availing the Services as a corporate entity, you additionally assert and guarantee that said entity is appropriately established and legally operational in accordance with the laws of its incorporation jurisdiction (state or country). Furthermore, the entity possesses complete corporate authority to execute and deliver this Agreement and holds all necessary licenses, permissions, consents, endorsements, and authorizations required by applicable laws and regulations for the performance of its duties herein. You agree not to engage in any action or omission that could, in GuideR Adventure’s sole determination, potentially bring about disparagement, defamation, discredit, or tarnish the reputation of GuideR Adventure, and the GuideR Adventure Marketplace.
5.2 Each party assures and confirms that (a) this Agreement constitutes a lawful, valid, and binding commitment on its part, enforceable according to its provisions through suitable legal recourse; and (b) the execution, delivery, and execution of this Agreement by such party do not contradict any existing
agreement, instrument, or understanding to which it is a party, nor infringe upon any law or regulation of any jurisdictional court, government body, or agency.

6. IDEMNIFICATION
You agree to indemnify and shield, and upon GuideR Adventure’s request, to defend GuideR Adventure (including all companies within the GuideR Adventure LLC and GuideR Adventure’s affiliates) and any of their respective directors, officers, employees, agents, suppliers, licensors, vendors, distributors, and service providers (each, a “GuideR Adventure Indemnified Party”) from and against any and all claims, losses, liabilities, damages, fines, penalties, settlements, expenses, and costs (including attorneys’ fees and court costs) incurred or borne by a GuideR Adventure Indemnified Party due to or in connection with any third-party claim, lawsuit, demand, action, or investigation brought against a GuideR Adventure Indemnified Party, directly or indirectly stemming from or relating to your breach (or an alleged breach that, if true, would constitute a breach) of this Agreement. This includes, but is not limited to, any of your representations and warranties as detailed in this Agreement.

7. DISCLAIMER
EXEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, GUIDER ADVENTURE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE TRAVEL PRODUCTS, TRAVEL PRODUCT
INFORMATION, TRAVEL PRODUCT LINKS, GUIDER ADVENTURE MARKETPLACE, OR OTHER ASPECTS ADDRESSED UNDER THIS AGREEMENT, WHETHER IMPLIED, STATUTORY, OR
OTHERWISE, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, TITLE, AND WARRANTIES ARISING FROM COURSE OF PERFORMANCE, DEALINGS, OR TRADE USAGE. GUIDER ADVENTURE DOES NOT GUARANTEE THE CONSTANT AVAILABILITY, ACCESSIBILITY, TIMELINESS, OR ERROR-FREE NATURE OF THE TRAVEL PRODUCT INFORMATION, TRAVEL PRODUCT LINKS, REFERRAL LINKS, GUIDER ADVENTURE APIS, PARTICIPATION DATA, OR GUIDER ADVENTURE MARKETPLACE.GUIDER ADVENTURE DOES NOT ASSURE, WARRANT, OR REPRESENT THE QUANTITY OF COMMISSION THAT MAY BE GENERATED BY YOU IN ACCORDANCE WITH THIS AGREEMENT.

8. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES. THESE INCLUDE BUT ARE NOT LIMITED TO LOSS OF REVENUES OR PROFITS OR COSTS INCURRED TO
OBTAIN SUBSTITUTE GOODS, EVEN IF THE RISK OF SUCH LOSS OR DAMAGES WAS FORESEEABLE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY TO YOU WILL NOT EXCEED $10,000. NONE OF THE AFOREMENTIONED LIMITATIONS SHALL APPLY TO YOUR VIOLATION OF SECTIONS 8, 9 OR THE TERMS OF ANY LICENSE, OR YOUR OBLIGATIONS
FOR INDEMNIFICATION UNDER THIS AGREEMENT, FOR WHICH LIABILITY SHALL BE UNLIMITED IN EACH CASE.

9. CONFIDENTIALTY
Throughout your use of the Services, you may gain access to confidential and proprietary information related to us, our corporate group, and/or the Services that is not publicly known (including, but not limited to, information about Commissions, the GuideR Adventure Marketplace, the Agent Marketplace, and the terms of this Agreement) (“Confidential Information”). You hereby agree to the following: (a) all Confidential Information remains the exclusive property of GuideR Adventure; (b) you will employ Confidential Information solely as reasonably necessary for your participation in the Services; (c) you will refrain from directly or indirectly (through third parties) disclosing Confidential Information to any individual, company, or third party; and (d) you will implement reasonable measures to prevent unauthorized use or disclosure of Confidential Information beyond what is
expressly permitted in this Agreement.
10. PRIVACY AND DATA SECURITY
Both parties Both parties commit to ensuring that any collection, use, and disclosure of Customer Information obtained in accordance with this Agreement complies with Data Protection Laws. Neither party will send unsolicited commercial emails or other online communications (such as “spam”) to Customers. You are responsible for safeguarding the confidentiality of Customer Information in your possession and protecting it from unauthorized use or disclosure. In cases where personal data, whether Customer Information or otherwise, is shared between parties, the following terms apply:
10.1 Each party will process personal data exclusively in like with Data Protection Laws, including:
a.) lawful, fair, and transparent processing of personal data;
b.) treating personal data as confidential, and ensuring its employees also treat it as such;
c.) processing personal data for limited, specific purposes;
d.) do not retain personal data longer than necessary;
e.) implementing security measures to protect against unauthorized processing, loss,
destruction, or damage, including pseudonymization, encryption, and regular testing and
evaluation of security measures.
10.2 If inaccuracies in personal data are discovered, the notifying party shall inform the other party.
10.3 Each party will indemnify the other party against any claims, damages, penalties, costs, or fees arising from the other party’s failure to comply with its obligations under this Section 9 or Data Protection Laws.
11. FORCE MAJEURE
No liability will be assumed for any delay or inability to perform obligations under this Agreement due to factors
beyond reasonable control.
12. ENTIRE AGREEMENT; CHANGES; WAIVERS
This Agreement encompasses the entirety of the subject matter and supersedes prior agreements. We can modify terms and conditions at our discretion, and changes become effective when posted on the GuideR Adventure Partner Program platform or upon notification to you. Continued use of Services post-change indicates acceptance. Waiver of a right doesn’t apply in future instances unless stated in writing. Modifications, amendments, or waivers per this section are binding on each party and successors.
13. NO ASSIGNMENT
You cannot assign this Agreement, or delegate rights or obligations, without GuideR Adventure’s written consent. Such attempts are void. Nonetheless, this Agreement binds and benefits each party’s successors and permitted assigns.
14. SEVERABILITY
Unenforceable provisions will be renegotiated in good faith; if not resolved, the provision will be excluded while the rest remains in effect.
15. PUBLICITY
Press releases, advertisements, or public statements regarding this Agreement or party relationships require GuideR Adventure’s written consent. GuideR Adventure may issue statements mentioning your GuideR Adventure Partner Program membership or Service usage.
16. RELATIONSHIP OF THE PARTIES
The Agreement establishes an independent contractor relationship, with no party deemed an employee or agent of the other. No partnership or joint venture is created. Neither party can bind the other or assume obligations on the other’s behalf. You won’t make statements contradictory to this section.
17. NOTICES
Unless specified otherwise within this Agreement, all communications from you to GuideR Adventure must be in written form and sent to the address provided below. Receipt of such notices will be deemed upon their actual reception. However, GuideR Adventure reserves the right to deliver notices to you through email or other online messaging tools concerning amendments to this Agreement or other matters (with such notifications considered as sent upon dispatch/posting):
GuideR Adventure, LLC.
Attn: Legal Department
1001 Wade Ave Ste 327
Raleigh, NC 27605
18. RESOLUTION OF DISPUTES
Any disputes claims, or controversies arising from or relating to this Agreement or the parties’ obligations herein shall be exclusively settled following Sections 17 and 18, regardless of the legal basis for such disputes, including contract, tort, statute, fraud, misrepresentation, or any other legal theory. The English version of this Agreement will govern, and all proceedings will be conducted in English.
19. APPLICABLE LAW AND JURISDICTION
The terms of this Agreement and the responsibilities of the parties will be construed in line with and governed by the laws of the Commonwealth of North Carolina. By agreeing to this, you consent to the exclusive jurisdiction and venue of the courts situated in Raleigh, NC, USA.

20. GENERAL TERMS DEFINITIONS
20.1 “Partner Profile” means GuideR Adventure’s booking platform designated for use by Agents (as defined in the applicable Service Terms). This platform may be accessed through www.Guideradventure.com or any other URL that GuideR Adventure may update from time to time.
20.2 “Commission” pertains to the compensation paid by GuideR Adventure to you, as outlined further in the relevant Service Terms.
20.3 “Commission Rate” signified the percentage rate of Commission, as specified in the applicable Service Terms of your GuideR Adventure Partner Profile.
20.4 “Customer” designates an individual who acquired a Travel Product as per their applicable Service Terms.
20..5 “Customer Information” encompasses personally identifiable information of individual Customers, including but not limited to name, address, phone number, email address, date of birth, social security number, credit card details, driver’s license number, account numbers, PINs, passwords, and any other data that could reasonably identify an individual or entity.
20..6 “Data Protection Laws” encompasses all relevant laws, regulations, and standards related to data protection and privacy, including H.R. 8152 – The American Data Privacy and Protection Act (US 2022).
20..7 “End User” refers to an individual who utilizes a GuideR Adventure Site.
20..8 “Minimum Payment Threshold” signifies fifty United States dollars (US$50.00).
120..9 “Participation Data” encompasses information, analytics, content, and intelligence accessible to you through your usage of the GuideR Adventure Partner Program.
20..10 “Reservation” signifies the acquisition of a Travel Product by a Customer.
20..11 “Retail Rate” refers to the rate at which a Travel Product is sold to a Customer through the GuideR Adventure Marketplace.
20..12 “Supplier” designates the third-party provider of a Travel Product.
20..13 “Travel Product” encompasses travel- and/or tourism-related tours, excursions, activities, venues, tickets, experiences, and/or related services.
20..14 “Undesirable Material” denotes any content that a reasonable individual might find offensive or illegal, including defamatory, abusive, indecent, or harmful material, expressions of prejudice, hatred, profanity, information about illegal activities, material promoting harm or injury, or any content likely to breach rights or laws in any jurisdiction.

20..15 “GuideR Adventure Marketplace” signifies the online marketplace operated by GuideR Adventure where Travel Products are promoted and available for purchase.
20..16 “GuideR Adventure Terms and Conditions” refers to the terms and conditions found at https://guideradventure.com/policies-policies/ or at any other link determined by GuideR Adventure on the GuideR Adventure Marketplace or GuideR Adventure Partner Portal.
20..17 “GuideR Marketplace” means the online marketplace operated by GuideR Adventure on which Travel Products are marketed and made available to purchase.
21. CONTACT
If you have any questions about these terms, please contact GuideR Adventure at:
GuideR Adventure LLC
1-615-357-4362
admin@GuiderAdventure.com