Local Partner Terms

1. The Program

Guidecall will issue you a unique referral code and printed counter materials (including a QR card) for display in your store. Customers who scan your QR code or enter your code when booking receive the customer benefit described in Section 2, and your shop receives the ad placement described in Section 3. Your participation costs nothing, and Guidecall pays you nothing; the consideration exchanged is limited to the referral introduction (from you) and the ad placement (from us).

2. Referral Code & Customer Fee Waiver

When a customer books through the Platform using your code (scanned or typed), and that first booking is actually paid, the customer is permanently attributed to your code and Guidecall waives its customer-side service fee (currently 4%, plus any guest-checkout surcharge) on that booking and on all of that customer's future bookings on the Platform, for life. The waiver is funded entirely by Guidecall — guides' earnings are not reduced.

The following mechanics are fixed and apply regardless of Partner status:

• Attribution is first-code-wins and locks at the customer's first paid booking; a customer already attributed to another code cannot be re-attributed to yours, and vice versa.
• The fee waiver belongs to the customer, not to you. It survives any pause, expiration, or termination of this Agreement or of your code. You acquire no rights in, claims to, or compensation for customer benefits, bookings, or any revenue arising from attributed customers.
• Guidecall may decline, reverse, or refuse attributions it reasonably believes result from fraud, self-dealing, or distribution of the code outside the intended local, in-store channel (Section 7).

3. Ad Placement

During an active term, your shop is eligible to appear on a "Before your trip" card shown to customers after they book a trip departing near your shop, and in the day-before trip-reminder email. The card may include your shop name, logo, short description, hours, address, distance from the departure point, and a directions link, assembled by Guidecall from information you provide. Placement works as follows:

• The card appears only on post-booking surfaces (the customer's trip page and reminder email) — never on public pages or at checkout.
• At most one shop appears per trip: the active partner nearest to the trip's departure point, and only within approximately 30 miles. Guidecall may adjust the distance threshold and selection mechanics as part of Program operations.
• Individual guides may opt out of displaying the partner card on their trips.
• Guidecall makes no promises of impressions, placement frequency, customer visits, sales, or results of any kind. Placement is not guaranteed on any particular trip or in any volume.

4. Coverage Area

Placement is determined dynamically, trip by trip, by proximity: your shop appears where it is the closest active partner to the departure point. You have no defined territory and no exclusivity. As partners join or leave the Program, the set of departure points for which your shop is closest may grow, shrink, or shift, automatically and without notice.

5. Term; Renewal; Grace Period

The initial term is six (6) months from the Effective Date. The term renews only by mutual agreement: Guidecall will send a renewal offer by email before the term ends, and your acceptance (including by clicking the acceptance link in that email) renews the term for another six months. If the term ends without renewal, Guidecall may continue placement for a grace period of up to thirty (30) days while renewal is pending, after which participation is suspended.

6. Termination

Either party may end this Agreement at any time, for any reason, by written notice (email is sufficient), effective immediately upon delivery of the notice. On expiration or termination: (a) Guidecall stops displaying your card; (b) your code stops attaching new customers; (c) you will stop displaying Guidecall materials and remove the QR card from your store; and (d) previously attributed customers keep their lifetime fee waiver (Section 2), which is a customer benefit and not consideration owed to you. Sections 2 (last two bullets), 8, 9, and 11 through 15 survive termination.

7. Trademarks & Materials

Each party grants the other a limited, revocable, non-exclusive, non-transferable license for the term of this Agreement: you license Guidecall to display your shop name, logo, and business information on the placement surfaces described in Section 3 and to identify your shop as a Guidecall partner; Guidecall licenses you to display the QR card and other materials it provides, in-store, in unaltered form. Each party keeps all ownership of its own names, logos, and marks, and all goodwill from use of a mark benefits its owner. You agree to:

• display Guidecall materials as provided, without alteration, and make no changes to the code or QR;
• promote the code through your store and local, in-person channels only — not on coupon or deal-aggregation sites, and not through mass online posting; and
• ensure the shop information you give us is accurate and kept current, and that you operate a lawful retail business.

8. Disclosures & Conduct

The parties acknowledge that this Agreement creates a material business relationship between them. Guidecall will clearly label partner placements as partner advertising (e.g., "Partner ad — Local Guidecall partner") on the card and in reminder emails, and may adjust the disclosure wording as it considers necessary, including under FTC endorsement and advertising guidance. You will not represent yourself as an agent, affiliate, or endorser of Guidecall beyond the fact of this partnership, will not make claims about Guidecall's services beyond materials we provide, and will not bind or purport to bind Guidecall to any obligation.

9. Data

You will not receive customers' personal information under this Program, and Guidecall has no obligation to share booking, attribution, or performance data with you. All Program data is owned by Guidecall.

10. Program Changes

Guidecall may modify the Program (including the customer benefit for newly attributed customers, placement mechanics, and materials) or discontinue it entirely on thirty (30) days' notice to you. Changes do not affect fee waivers already attached to attributed customers. Your remedy if you do not agree with a change is to terminate under Section 6.

11. Relationship of the Parties

The parties are independent businesses. Nothing in this Agreement creates an agency, partnership, joint venture, employment, fiduciary, or franchise relationship. You pay no fee of any kind to participate, Guidecall prescribes no marketing plan or system of operation for your business, and ad placement is the sole consideration you receive.

12. Disclaimers; Limitation of Liability

The Program and all placements are provided "AS IS" and "AS AVAILABLE," without warranties of any kind, express or implied. To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages, and Guidecall's total cumulative liability under this Agreement shall not exceed one hundred U.S. dollars ($100).

13. Indemnification

You will defend, indemnify, and hold harmless Guidecall and its owners, members, officers, employees, and affiliates from claims arising out of your premises, your products or services, your statements about Guidecall or the Program beyond materials we provide, or your breach of this Agreement. Guidecall will defend, indemnify, and hold you harmless from claims that the Platform itself infringes a third party's intellectual-property rights.

14. Dispute Resolution; Governing Law

This Agreement is governed by the laws of the State of New Jersey, without regard to conflict-of-laws principles. Any dispute arising out of or relating to this Agreement is subject to the dispute-resolution, arbitration, and class-action-waiver provisions of the Guidecall Terms of Service (Section 17), which apply equally to this Agreement.

15. Acceptance; Miscellaneous

This Agreement takes effect on the date you accept it — including by clicking the acceptance link in a Guidecall onboarding or renewal email (the "Effective Date"). Electronic acceptance has the same force as a signature. This Agreement is the entire agreement between the parties regarding the Program and supersedes prior discussions. Neither party may assign it without the other's written consent, except Guidecall may assign it in connection with a merger, acquisition, or sale of substantially all assets. If any provision is unenforceable, the remainder stays in effect. Notices may be given by email — to Guidecall at admin@guidecall.app, and to you at the email address on file for your shop. A party's failure to enforce a provision is not a waiver.