GoJourney Guide Agreement, Acknowledgment & Indemnity

READ CAREFULLY. THIS AGREEMENT INCLUDES IMPORTANT OBLIGATIONS, REPRESENTATIONS, AND INDEMNIFICATION.

This GoJourney Guide Agreement, Acknowledgment & Indemnity (“Agreement”) is entered into between GoJourney LLC (“GoJourney,” “we,” “us”) and the individual or entity registering as a guide/service provider (“Guide,” “you”).

By creating or maintaining a Guide account, listing a Journey, accepting a booking, communicating with Customers, or receiving payments through the Platform, you agree to be bound by this Agreement and GoJourney’s Terms & Conditions (the “Terms”), which are incorporated by reference. If there is a conflict, this Agreement controls with respect to Guide obligations.

1. Marketplace Role; Independent Contractor; No Agency

1.1. Marketplace. GoJourney is a technology platform and marketplace that facilitates connections between Customers and independent Guides. GoJourney does not provide, operate, supervise, control, or deliver Journeys.

1.2. Independent Contractor. You are an independent contractor and not an employee, agent, joint venturer, partner, franchisee, or representative of GoJourney. You have no authority to bind GoJourney or make representations on GoJourney’s behalf.

1.3. No Control. GoJourney does not control your methods, routes, itinerary decisions, equipment choices, safety decisions, or day-to-day operations. Any suggestions, templates, or guidance provided by GoJourney are optional and do not create a duty to supervise or control.

2. Eligibility; Authority; Background and Identity

2.1. Age and Legal Capacity. You represent and warrant that you are at least eighteen (18) years old and have full legal capacity to enter into this Agreement.

2.2. Entity Authority. If you register on behalf of a company, you represent you have authority to bind that entity, and “Guide” includes the entity and its owners, officers, employees, contractors, agents, and representatives who provide services.

2.3. Truthful Information. You agree to provide accurate, complete, and current information to GoJourney and Customers. Misrepresentation is grounds for immediate suspension/termination.

3. Guide Services; Sole Responsibility

3.1. Services Provided by Guide. You are solely responsible for the Journeys you offer and provide, including (without limitation): planning, route selection, safety briefings, risk management, equipment selection, participant screening, supervision of participants, weather/conditions assessment, emergency planning, and compliance with all applicable rules and laws.

3.2. Customer Relationship. You acknowledge that the contract for Journey services is between you and the Customer. You are solely responsible for fulfilling the services, handling Customer inquiries, and addressing complaints, refunds, cancellations, and disputes in accordance with your stated policies and applicable law.

3.3. No Verification by GoJourney. GoJourney does not verify, endorse, or guarantee your identity, qualifications, permits, certifications, safety practices, or insurance coverage.

4. Safety Standards; Prohibited Conduct

4.1. Safety Obligation. You agree to conduct Journeys in a safe, professional manner consistent with applicable safety standards and industry best practices for the activity.

4.2. Participant Safety and Conduct. You agree to provide reasonable safety instructions, require appropriate protective equipment where applicable, and maintain reasonable protocols for emergencies.

4.3. Prohibited Conduct. You will not:

(a) offer illegal activities or trespass;

(b) encourage reckless, unsafe, or unlawful conduct;

(c) provide services while impaired by alcohol or drugs;

(d) knowingly accept participants whose participation is unsafe (e.g., clear intoxication or inability to meet minimum requirements);

(e) discriminate, harass, threaten, or engage in abusive conduct;

(f) falsify reviews, ratings, certifications, permits, or insurance.

5. Permits, Licenses, Certifications; Land Use Compliance

5.1. Permits and Certifications. You represent and warrant that you hold, and will maintain, all licenses, permits, certifications, authorizations, and approvals required under applicable local, state, federal, tribal, or international law, and by any land manager or governing body, for each Journey offered and for any commercial guiding operations.

5.2. Land Use Rules. You are solely responsible for complying with all land use rules (including commercial use permits, access restrictions, capacity limits, seasonal closures, and environmental rules).

5.3. Proof. GoJourney may request proof of permits/certifications at any time, and you agree to provide such proof promptly. Failure to do so is grounds for suspension/termination.

6. Insurance Requirements (Strict)

6.1. Required Coverage. You agree to maintain, at your own expense, insurance coverage that is legally required and reasonably appropriate for the activities you offer, including, at minimum and where applicable:

(a) commercial general liability insurance;

(b) professional liability / errors and omissions (where applicable);

(c) any additional coverage required by land managers, governing bodies, or applicable law.

6.2. GoJourney Not Insurer. GoJourney does not provide insurance for your activities and is not responsible for any coverage decisions, denials, or claims handling.

6.3. Proof of Insurance. GoJourney may request proof of insurance and policy limits at any time. You must provide proof promptly upon request.

7. Listings; Disclosures; Policies

7.1. Accurate Listings. You are solely responsible for your listings, including accurate descriptions of difficulty, prerequisites, risks, inclusions/exclusions, fitness requirements, equipment requirements, and meeting points.

7.2. Pricing and Fees. You are responsible for clearly disclosing pricing, what is included, what is not included, taxes/fees (if applicable), and your cancellation/refund policy.

7.3. Cancellation/Refund Policy. You agree to honor your stated cancellation/refund policy to the extent permitted by law, and to respond to refund requests in a timely manner.

8. Payments; Stripe Connect; Payouts; Chargebacks; Setoff

8.1. Stripe Connect Required. If you accept payments through the Platform, you must connect and maintain a Stripe account (“Connected Account”) and complete Stripe onboarding. Payment processing is provided by Stripe (or other Payment Processor) and is subject to the Payment Processor’s terms and policies.

8.2. Authorization to Debit/Reverse/Recover. You authorize GoJourney and the Payment Processor, to the maximum extent permitted by law and the Payment Processor, to initiate debits, reversals, adjustments, and recoveries from your Connected Account in connection with refunds, disputes, chargebacks, reversals, penalties, processing fees, negative balances, or other amounts owed under this Agreement.

8.3. Chargebacks and Disputes. You are solely responsible for the underlying Journey services and for providing documentation and cooperation necessary to contest disputes/chargebacks. If any amount is debited from GoJourney (or assessed to GoJourney) in connection with your Journeys, you agree that GoJourney may recover that amount from you.

8.4. Setoff; Withholding. GoJourney may withhold, set off, or deduct amounts you owe under this Agreement from future payouts or any other amounts payable to you, and may suspend payouts while disputes, refunds, chargebacks, or investigations are pending.

8.5. Negative Balances. You remain responsible for any negative balance or deficiency related to your Journeys and must promptly repay amounts owed upon request.

9. Taxes; Reporting

You are solely responsible for determining and fulfilling any tax obligations arising from your services, including income taxes, payroll taxes (if you have staff), sales/VAT taxes (if applicable), and any required reporting or filings.

10. Waivers; Risk Disclosures; Customer Acknowledgments

10.1. Customer Waivers. You acknowledge that GoJourney may require Customers to sign a GoJourney waiver. You agree that you may also require additional activity-specific waivers, acknowledgments, or releases as appropriate for your Journeys, consistent with applicable law.

10.2. No Reliance. You agree not to rely on GoJourney to ensure Customers are informed, fit, or properly equipped. Participant screening and safety decisions are your responsibility.

11. Indemnification (Broad; Attorneys’ Fees)

11.1. Guide Indemnity. To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless GoJourney and its owners, officers, directors, employees, contractors, agents, affiliates, successors, and assigns from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

(a) your Journeys or services;

(b) any injury, illness, death, or property damage arising from your Journeys;

(c) your acts or omissions (including negligence) and the acts or omissions of your employees, contractors, assistants, or representatives;

(d) your breach of this Agreement or the Terms;

(e) your listings, statements, communications, or User Content;

(f) your violation of any law, rule, regulation, or land-use requirement;

(g) disputes, refunds, cancellations, chargebacks, payment reversals, penalties, or negative balances related to your Journeys; and

(h) any claim by a Customer or third party alleging that GoJourney is responsible for your services.

11.2. Defense Control. GoJourney may, at its option, assume the defense of any matter subject to indemnification. You agree to cooperate fully with the defense and not to settle any claim without GoJourney’s prior written consent where the settlement imposes any obligation on GoJourney.

12. Limitation of GoJourney Liability; Disclaimer

12.1. No Warranties. The Platform is provided “AS IS” and “AS AVAILABLE.” GoJourney makes no warranties regarding demand, bookings, revenue, availability, error-free operation, or any Customer behavior.

12.2. Limitation. To the maximum extent permitted by law, GoJourney shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or lost profits, revenue, or data, arising from this Agreement or your use of the Platform.

13. Suspension; Removal; Termination

13.1. Suspension/Termination. GoJourney may suspend or terminate your Guide account and remove listings at any time, with or without notice, if GoJourney believes you have violated this Agreement, the Terms, or applicable law, or if your conduct may create risk for Customers, Guides, GoJourney, or third parties.

13.2. Effect. Upon termination, GoJourney may cancel or restrict future bookings and may continue to withhold payouts to cover pending disputes, refunds, chargebacks, or amounts owed.

14. Confidentiality; Non-Disparagement

14.1. Confidentiality. You agree not to disclose non-public information regarding GoJourney operations, pricing, or processes obtained through your participation as a Guide.

14.2. Non-Disparagement. You agree not to make false or misleading statements about GoJourney.

15. Governing Law; Venue; Jury Trial Waiver

This Agreement is governed by the laws of the State of Washington, without regard to conflict-of-law principles. Any dispute shall be brought exclusively in the state or federal courts located in King County, Washington, and you consent to personal jurisdiction there.

To the maximum extent permitted by law, you waive any right to a trial by jury.

16. Severability; Entire Agreement; Assignment; Survival

If any provision is held unenforceable, the remainder will remain in effect. This Agreement and the Terms constitute the entire agreement between you and GoJourney regarding your Guide relationship on the Platform. You may not assign this Agreement without GoJourney’s prior written consent; GoJourney may assign it in connection with a merger, acquisition, or sale of assets. Sections relating to indemnification, payment recovery/setoff, limitations, and dispute provisions survive termination.