Charter Services Agreement

This Charter Services Agreement (the "Agreement") is entered into as of the Effective Date set forth in the signature block below by and between:

• Guide Services, an Alabama sole proprietorship (in transition to LLC formation) with a principal address in Birmingham, Alabama ("Guide Services," "we," "us," "our"); and
• The Charter identified in the signature block below ("Charter," "you," "your").

Guide Services and Charter each a "Party" and together the "Parties."

1. Services

Guide Services will provide the Charter with access to its software-as-a-service platform (the "Platform"), which includes:

• A branded charter website hosted at <charter-slug>.goguideservices.com (or a custom domain provided by the Charter at the Charter's expense);
• A booking-management portal at book.<charter-slug>.goguideservices.com for customers to request and manage trips;
• An admin dashboard for the Charter to manage bookings, customers, pricing, waivers, and communications;
• Integration with Stripe Connect (or, where Stripe is not used, monthly invoicing) for payment processing;
• Customer communication via email and (where opted in) SMS;
• Standard support during business hours via email at [email protected].

The Platform is a software tool. Guide Services does not provide guide services, hunting or fishing services, transportation, equipment, or any operational activity related to the Charter's trips. The Charter is solely responsible for operating its business.

2. Fees, payment, and Stripe Connect

2.1 Pricing structure

Charter agrees to pay Guide Services the following:

• Setup Fee: A one-time fee of $250 (light), $500 (standard), or $750 (heavy lift) depending on onboarding scope. The applicable tier will be specified in the signature block below. Setup Fee is due upon execution of this Agreement and prior to site launch.
• Subscription Fee: $29 per month, billed monthly in advance via Stripe, beginning at site launch (or at the end of the Pilot period if applicable).
• Platform Fee: 5% of the gross booking subtotal per completed Booking. Charter may elect, in the Platform settings, whether the 5% is added to the customer's total ("pass-through" model) or absorbed by the Charter ("absorb" model). The election may be changed at any time and applies prospectively.

2.2 Pilot terms (if applicable)

If the Charter is designated as a Pilot Partner in the signature block below, the Setup Fee, Subscription Fee, and Platform Fee are each waived for the first sixty (60) days from site launch. Standard pricing resumes automatically at the end of the Pilot period unless a written extension is signed by both Parties.

2.3 Stripe Connect

Most Charters use Stripe Connect (Express tier) to process customer payments. Where Stripe Connect is used:

• The Charter establishes its own Stripe account through the Guide Services onboarding flow and provides Stripe with all required identification and tax information directly. Guide Services does not store the Charter's bank account, Tax ID, or government identification.
• Customer payments flow directly from the customer's payment instrument to the Charter's connected Stripe account, and settle to the Charter's bank account on Stripe's standard payout schedule (typically 2 business days).
• Guide Services collects the 5% Platform Fee as a Stripe Connect Application Fee at the time of payment processing, deducted directly from the transaction. Guide Services does not handle, hold, or transmit customer funds.
• Stripe is the merchant of record for the transaction. The Charter is the seller of record for the underlying trip.

Where the Charter elects not to use Stripe Connect (for example, because they have an existing Square or other payment processor they wish to keep), Guide Services will instead send a monthly invoice for the cumulative Platform Fees on Bookings completed during that month, payable via a Stripe-hosted payment link within fifteen (15) days of invoice date.

2.4 Refunds of Platform Fees

If a Booking is canceled before any service is rendered and a full refund is issued to the customer under the Charter's stated cancellation policy, Guide Services will refund the Platform Fee on that Booking. Partial refunds will result in a pro-rated Platform Fee refund. No-shows or late cancellations outside the Charter's policy window result in the Platform Fee being earned in full.

3. Term and termination

3.1 Initial term

This Agreement begins on the Effective Date and continues on a month-to-month basis until terminated by either Party in accordance with this Section 3.

3.2 Termination by Charter

The Charter may terminate this Agreement at any time, with or without cause, by providing thirty (30) days' written notice (email to [email protected] is sufficient) to Guide Services. The Subscription Fee for the notice period remains due. The Setup Fee is non-refundable.

3.3 Termination by Guide Services

Guide Services may terminate this Agreement (i) on thirty (30) days' written notice without cause, (ii) immediately for material breach by the Charter that remains uncured ten (10) days after written notice of the breach, or (iii) immediately and without cure period in the event of fraud, illegal conduct, or conduct posing immediate risk of harm to customers or to Guide Services.

3.4 Effect of termination

Upon termination by either Party:

• Guide Services will export the Charter's data (customer list, booking history, content, financial records) in CSV and PDF format and deliver it to the Charter within thirty (30) days of the termination effective date.
• Charter's branded site at <slug>.goguideservices.com will be retired. If the Charter is using a custom domain, the Charter is responsible for redirecting it elsewhere.
• Guide Services will delete its copies of Charter Data within ninety (90) days of termination, except as required by law or as needed for accounting and audit purposes.
• Bookings already paid for by customers must be honored by the Charter through the original trip date or refunded per the Charter's cancellation policy. Guide Services has no obligation to mediate.
• Surviving sections (Sections 4-6, 8-11, 14) survive termination.

4. Data ownership and processing

4.1 Charter Data

"Charter Data" means all data the Charter or its customers input into the Platform during the term of this Agreement, including without limitation customer names and contact information, booking records, trip details, pricing rules, waivers, photos, messages, and notes. The Charter retains all ownership of Charter Data.

4.2 License to Guide Services

Charter grants Guide Services a non-exclusive, worldwide, royalty-free license to host, process, transmit, copy, back up, display, and modify Charter Data solely as necessary to provide the Services to the Charter and to comply with applicable law. Guide Services will not use Charter Data for its own marketing, sell or rent it to third parties, or use it to compete with the Charter.

4.3 Aggregated and anonymized data

Notwithstanding Section 4.2, Guide Services may use Charter Data in aggregated and de-identified form (such that no individual customer or charter is identifiable) for purposes including benchmarking, product improvement, industry research, and statistical analysis. Such aggregated data is not Charter Data and is not subject to deletion on termination.

4.4 Data processing

Guide Services acts as a data processor with respect to Charter Data; the Charter acts as the data controller and is solely responsible for the lawful basis for collecting, processing, and sharing customer personal information. Guide Services will process Charter Data in accordance with its publicly posted Privacy Policy at goguideservices.com/privacy, as amended from time to time.

4.5 Security

Guide Services maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Charter Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. These include encryption in transit (TLS) and at rest, role-based access controls, audit logging, and regular backups. No system is perfectly secure; Guide Services makes no warranty that Charter Data will never be compromised.

4.6 Breach notification

In the event of a confirmed unauthorized access to or acquisition of Charter Data, Guide Services will notify the Charter without undue delay, and in any event within seventy-two (72) hours of confirmation, by email to the address on file. The notification will describe the nature of the incident, the categories of data affected, the steps Guide Services has taken in response, and recommended steps for the Charter.

5. Intellectual property

5.1 Guide Services IP

Guide Services owns and retains all right, title, and interest in and to the Platform, including without limitation all software, source code, designs, user interfaces, brand marks ("Guide Services," "FishGuide," "HuntGuide," the Guide Services logo and any other identifiers we adopt), templates, documentation, configuration files, and any improvements, modifications, or derivative works thereof. This Agreement does not transfer any of Guide Services' intellectual property to the Charter.

5.2 License to Charter

Subject to the terms of this Agreement and timely payment of all Fees, Guide Services grants the Charter a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform during the term of this Agreement solely for the Charter's internal business operations. The Charter shall not (a) sublicense, resell, rent, or distribute the Platform, (b) reverse engineer or attempt to derive the source code, (c) remove or alter any Guide Services trademarks or notices, (d) use the Platform to build a competing product, or (e) use the Platform on behalf of any third party other than the Charter's own customers.

5.3 Charter content

The Charter retains ownership of all content it uploads to or generates on the Platform (site copy, photographs, captain biographies, trip descriptions, customer-facing policies). Charter grants Guide Services a non-exclusive license to host, display, format, and distribute such content as needed to operate the Platform.

5.4 Feedback

If the Charter provides Guide Services with suggestions, ideas, feature requests, or other feedback about the Platform, the Charter grants Guide Services a perpetual, irrevocable, royalty-free license to use such feedback for any purpose without obligation to the Charter.

6. Confidentiality

Each Party may receive information from the other that is marked or reasonably understood to be confidential ("Confidential Information"), including without limitation customer lists, pricing strategies, business plans, technical architecture, and unreleased features. Each Party agrees to (a) hold such information in confidence, (b) use it only as needed to perform under this Agreement, and (c) protect it with at least the same care it uses to protect its own confidential information (and no less than reasonable care).

Confidential Information does not include information that is or becomes publicly known through no fault of the receiving Party, was already known to the receiving Party prior to disclosure, is independently developed without reference to the Confidential Information, or is required to be disclosed by law or court order (in which case the receiving Party will give prompt notice to the disclosing Party where legally permitted).

7. Charter representations and obligations

By signing this Agreement, the Charter represents, warrants, and agrees that, throughout the term:

• Licensing and compliance. The Charter holds all federal, state, and local licenses, permits, registrations, and certifications required to operate as a hunting or fishing guide business in each jurisdiction where it operates, and will maintain them current.
• Insurance. The Charter maintains general liability insurance covering its trip operations, with limits consistent with industry norms (typically not less than $1,000,000 per occurrence), and will provide proof of such insurance upon request.
• Authority. The signatory is authorized to enter into this Agreement on behalf of the Charter business.
• Accurate content. All content the Charter publishes on the Platform — trip descriptions, pricing, availability, captain biographies, photographs, policies — is accurate, current, and either owned by the Charter or used with proper license.
• Customer-facing policies. The Charter is solely responsible for the substance of its cancellation, refund, weather, no-show, waiver, and safety policies. The Platform renders and enforces those policies as the Charter configures them; the Charter must consult qualified counsel regarding their legal sufficiency.
• Waivers. If the Charter requires customers to sign a waiver, the Charter is solely responsible for the content of that waiver and for ensuring it complies with the laws of the jurisdiction(s) where trips occur. Guide Services does not warrant the legal sufficiency of any waiver template hosted on the Platform.
• Customer communications. All emails and SMS messages sent through the Platform on behalf of the Charter (whether transactional or marketing) are sent from the Charter's identity. The Charter is responsible for compliance with CAN-SPAM, TCPA, and similar laws, including honoring opt-out requests.
• Lawful use. The Charter will not use the Platform to violate any law or regulation, including fish-and-game laws, conservation laws, employment laws, tax laws, or consumer-protection laws.
• No professional advice from Guide Services. The Charter acknowledges that Guide Services is a software company and does not provide legal, tax, accounting, insurance, or compliance advice.

8. Tax responsibilities

8.1 Charter is the seller of record

The Charter is the seller of record for all trips, services, and add-ons sold through the Platform. The Charter is solely responsible for charging, collecting, reporting, and remitting all applicable sales tax, use tax, lodging tax, occupancy tax, transient tax, excise tax, and any other taxes ("Transaction Taxes") on its sales, regardless of how those taxes are configured or displayed in the Platform.

8.2 Guide Services is a software vendor, not a marketplace facilitator (where law permits this characterization)

Guide Services provides software tools to the Charter; it does not list, advertise, recommend, or market any specific Charter's trips. Each Charter operates its own brand on its own URL. Guide Services does not collect customer payments — those flow directly from customers to the Charter's connected payment account, with Guide Services collecting only a software-platform fee.

Notwithstanding the foregoing, several U.S. states have enacted marketplace facilitator laws that may, in certain circumstances, deem Guide Services responsible for collecting and remitting Transaction Taxes on transactions facilitated through the Platform. The Parties acknowledge that:

• The applicability of marketplace facilitator law to Guide Services depends on the specific statute of each jurisdiction where trips are sold and where customers reside.
• Where Guide Services determines, in its reasonable judgment based on advice of counsel, that it is required to act as a marketplace facilitator in a particular jurisdiction, Guide Services may begin collecting and remitting the applicable Transaction Taxes on the Charter's behalf, and will notify the Charter at least thirty (30) days in advance of doing so.
• Until and unless Guide Services notifies the Charter that it is acting as a marketplace facilitator in a particular jurisdiction, the Charter shall continue to be solely responsible for all Transaction Taxes in that jurisdiction.

8.3 Guide Services' fees

Guide Services' Setup Fee, Subscription Fee, and Platform Fee are exclusive of any taxes that may be levied on the Charter for the receipt of software services (such as use tax in certain states). The Charter is responsible for self-assessing and remitting any such taxes.

8.4 Tax documentation

Stripe, as the processor of payments under the Stripe Connect Express tier, will issue Form 1099-K (or its equivalent) to the Charter as required by Internal Revenue Service rules. Guide Services will issue Form 1099-MISC or 1099-NEC to the Charter only if and to the extent required by law for fees paid by Guide Services to the Charter (typically none under this Agreement).

9. Warranty disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," AND GUIDE SERVICES DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

Guide Services does not warrant that the Platform will meet the Charter's specific business needs, that all features will be available continuously, that the Platform will be free from bugs or errors, or that data hosted on the Platform will never be lost or corrupted. The Charter is strongly encouraged to maintain its own independent backup of all Charter Data.

Guide Services makes no representation, warranty, or guarantee regarding the success, profitability, or growth of the Charter's business that may result from use of the Platform.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

10.1 Cap on direct damages

Guide Services' total cumulative liability to the Charter under or arising out of this Agreement, regardless of the form of action or theory of liability (contract, tort, statutory, or otherwise), shall not exceed the greater of (a) US $500 or (b) the total Fees actually paid by the Charter to Guide Services during the twelve (12) months immediately preceding the event giving rise to the claim.

10.2 Exclusion of consequential damages

IN NO EVENT SHALL GUIDE SERVICES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND — INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST GOODWILL, LOST BUSINESS OPPORTUNITY, LOST DATA, COST OF SUBSTITUTE PROCUREMENT, OR BUSINESS INTERRUPTION — EVEN IF GUIDE SERVICES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Carve-outs

The limitations in Sections 10.1 and 10.2 do not apply to (a) the Charter's payment obligations under Section 2, (b) either Party's indemnification obligations under Section 11, (c) either Party's breach of its confidentiality obligations under Section 6, or (d) liability that cannot be limited under applicable law (such as for fraud, willful misconduct, or gross negligence).

10.4 Trip-level liability

Guide Services shall have no liability of any kind for any injury, death, property damage, financial loss, refund dispute, conduct, regulatory violation, or other consequence arising out of any trip, hunt, fishing expedition, or other service the Charter provides to its customers. The Charter is the sole operator and bears all such liability.

10.5 Jurisdictions that don't allow limitation

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages. In those jurisdictions, the exclusions and limitations in this Section 10 shall apply to the maximum extent permitted by law.

11. Indemnification

11.1 By Charter

The Charter shall defend, indemnify, and hold harmless Guide Services and its owners, employees, contractors, agents, and successors from and against any and all third-party claims, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• The Charter's trips, services, products, or operations;
• Any injury, death, or property damage occurring during or in connection with a trip;
• Any dispute between the Charter and one of its customers;
• The Charter's content published through the Platform, including any claim of defamation, infringement, or false advertising;
• The Charter's violation of any law, regulation, or third-party right, including without limitation fish-and-game laws, conservation laws, employment laws, tax laws, consumer-protection laws, or privacy laws;
• The Charter's breach of any representation, warranty, or obligation under this Agreement;
• Any failure by the Charter to maintain required licenses, permits, or insurance.

11.2 By Guide Services

Guide Services shall defend, indemnify, and hold the Charter harmless from and against any third-party claim that the Platform, as provided by Guide Services and used by the Charter in accordance with this Agreement, infringes the intellectual property rights of such third party. This obligation does not apply to claims arising from (a) Charter content, (b) the Charter's modification of the Platform, (c) the Charter's use of the Platform in combination with other products or services not provided by Guide Services, or (d) the Charter's use of the Platform in violation of this Agreement.

11.3 Procedure

The Party seeking indemnification shall promptly notify the indemnifying Party in writing of the claim, allow the indemnifying Party to control the defense and settlement of the claim (provided that any settlement requiring the indemnified Party to admit liability or pay money requires the indemnified Party's prior written consent, not to be unreasonably withheld), and cooperate reasonably in the defense at the indemnifying Party's expense.

12. Insurance and compliance

Throughout the term of this Agreement, the Charter shall maintain, at its sole expense:

• Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate, covering bodily injury, property damage, and personal injury arising from the Charter's operations.
• Such other insurance as is customary in the hunting or fishing guide industry for operations of the Charter's size and nature, including watercraft liability insurance if the Charter operates vessels.
• Workers' compensation insurance if and as required by law.

Upon request, the Charter shall provide Guide Services with a certificate of insurance evidencing the coverages required above. The Charter shall notify Guide Services in writing within ten (10) days of any cancellation, non-renewal, or material reduction in coverage.

13. Marketing and references

Guide Services may identify the Charter as a customer in its marketing materials, on its website, and in case studies, using the Charter's name, logo, and a brief description of how the Charter uses the Platform. The Charter may withdraw this permission at any time by written notice to [email protected], and Guide Services will remove such materials within thirty (30) days of receiving notice. Notwithstanding the above, Guide Services may retain references to the Charter in materials previously distributed (such as printed brochures or third-party publications) and in internal records.

14. General provisions

14.1 Governing law

This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to conflict-of-laws principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in Jefferson County, Alabama for any action arising out of or relating to this Agreement.

14.2 Waiver of jury trial

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

14.3 Informal dispute resolution

Before filing any lawsuit, the Parties shall attempt to resolve the dispute informally by written notice describing the dispute and the requested relief, sent to [email protected] (in the case of notice to Guide Services) or to the email address provided by the Charter (in the case of notice to the Charter). The Parties shall negotiate in good faith for at least thirty (30) days before initiating any formal action.

14.4 Entire agreement

This Agreement (together with the publicly posted Terms of Service at goguideservices.com/terms and Privacy Policy at goguideservices.com/privacy, which are incorporated by reference) constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior or contemporaneous discussions, proposals, and agreements. In the event of a conflict between this Agreement and the publicly posted Terms of Service or Privacy Policy, this Agreement controls.

14.5 Amendments

This Agreement may be amended only by a written instrument signed by both Parties. Guide Services may amend the publicly posted Terms of Service and Privacy Policy from time to time as described in those documents.

14.6 Assignment

The Charter may not assign this Agreement, in whole or in part, without the prior written consent of Guide Services. Guide Services may assign this Agreement to a successor in connection with a merger, acquisition, or sale of substantially all of its assets. Any attempted assignment in violation of this Section is void.

14.7 Force majeure

Neither Party shall be liable for failure to perform any obligation under this Agreement (other than payment obligations) to the extent the failure is caused by events outside the Party's reasonable control, including acts of God, natural disasters, war, terrorism, civil disorder, governmental action, pandemics, failures of internet or telecommunications infrastructure not under the Party's control, or failures of third-party service providers.

14.8 Independent contractors

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency between them. Neither Party has authority to bind the other.

14.9 Notices

All notices required under this Agreement shall be in writing and sent by email — to [email protected] for notices to Guide Services, and to the email address provided by the Charter in the signature block for notices to the Charter. Notices shall be deemed received on the next business day after sending.

14.10 Severability

If any provision of this Agreement is held to be unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if not possible, severed, and the remaining provisions shall remain in full force and effect.

14.11 No waiver

Failure or delay by either Party to enforce any right under this Agreement shall not constitute a waiver of that right.

14.12 Counterparts and electronic signature

This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures (including via DocuSign, PandaDoc, SignWell, or by exchange of scanned signed copies via email) shall have the same force and effect as original handwritten signatures.

15. Signatures

Questions about this Agreement should be sent to:
[email protected]
Guide Services · Birmingham, Alabama