GuideBank — Supplier Terms & Conditions

Effective Date: 11/6/2025
Operator: Rise Beyond Fly Fishing LLC (“Rise Beyond”), a Colorado limited liability company, doing business as GuideBank.
Applies To: All fly shops, outfitters, and independent guides that list, sell, or fulfill guided trips or related services through GuideBank (“Supplier”).

1. Acceptance; Order of Documents

By creating a Supplier account, submitting a listing, or accepting a booking via GuideBank, Supplier agrees to be bound by (a) these GuideBank Supplier Terms & Conditions, (b) the Rise Beyond GuideBank Supplier Code of Conduct (Exhibit A), and (c) any Platform policies and onboarding materials. In the event of any conflict, these Terms control commercial, payment, and platform usage matters; the Code controls conduct, insurance, and operational compliance.

2. Relationship; No Agency; Independent Contractor Status

Supplier is an independent business and is solely responsible for its operations, employees, contractors, vehicles, vessels, equipment, and compliance. Nothing in these Terms creates any form of employment, agency, partnership, or joint venture between Supplier and Rise Beyond. Supplier has no authority to bind Rise Beyond.

3. Enhanced Eligibility, Representations & Warranties (Substantial)

Supplier represents and warrants, and shall maintain throughout participation:

Legal Standing — Supplier is duly organized, validly existing, and in good standing under applicable law and has authority to enter and perform under these Terms.
Age and Capacity — Supplier personnel acting on the account are at least 18 and fully authorized.
Licenses & Permits — Supplier holds and will maintain all licenses, outfitter permits, guide registrations, USFS/BLM permits, business registrations, and landowner permissions required for every trip or location listed. Supplier will promptly provide copies upon request.
Insurance — Supplier maintains the insurance coverage described in Exhibit A and will provide certificates and endorsements before activation and annually.
Safety & Compliance — Supplier complies with all applicable federal, state, tribal, and local laws, CPW rules, navigational and boating standards, and environmental regulations.
Background Checks — Where required by law or Platform policy, Supplier will perform and maintain background checks, criminal-record checks, or safety certifications for guides and staff. Records must be produced on request.
Truthful Representations — All listing copy, images, prices, inclusions, exclusions, cancellation rules, and meeting instructions are truthful and not misleading. Supplier will promptly update listings to reflect changes.
No Conflicts — Supplier is not subject to any covenant, agreement, or order that would prevent it from performing. Supplier discloses any litigation, regulatory action, or material claim that could affect performance.
Financial Integrity — Supplier maintains solvency sufficient to perform and will not use Stripe Connect, payment tokens, or Platform flows to commit fraud, facilitate money laundering, or solicit chargeback abuse.
Data & Copyright — Supplier warrants that media, text, or other materials supplied do not infringe third-party rights. Supplier will indemnify Rise Beyond for any claim related to provided content.

Breach of any of the above is grounds for immediate suspension and termination and may trigger liquidated damages.

4. Listings, Media Rights, Pricing, and Deposit Mechanics (Beefed & Specific)

Listings & Pricing — Supplier sets all pricing, durations, minimums, and add-ons for its listings. Supplier acknowledges that prices are its own and that Rise Beyond does not set pricing. Supplier must display any mandatory fees (licenses, river permits) required for the trip.
Deposit Percentage — Rise Beyond collects a deposit equal to a percentage of the Supplier’s published trip price (the “Deposit %”). The Deposit % is shown to Supplier at onboarding and may be changed upon 30 days’ notice. Deposits are non-refundable to Users per Platform policy (see Section 5). Supplier agrees that this Deposit % and the deposit flow are binding.
Media & Content Rights — Supplier grants Rise Beyond a perpetual, irrevocable, worldwide, royalty-free, sublicensable, transferable license to collect, crawl, scrape, copy, host, modify, reproduce, display, publish, create derivative works of, distribute, and otherwise exploit all media and content provided or publicly accessible (including images, video, logos, audio, brand assets, and written materials) for any commercial purpose related to the Platform, marketing, editorial, or product development. This license includes the right to:
a. Scrape and download public profiles, third-party listings, and Supplier web assets where Supplier has a public presence;
b. Edit, crop, transcode, watermark, and format media to fit Platform and marketing formats; and
c. Use media in any online, broadcast, print, or social channels without additional permission or payment.
Supplier Submission & Warranty — If Supplier uploads or submits media to Rise Beyond, Supplier warrants it has all necessary rights and permissions and waives any moral rights to such content. Supplier acknowledges Rise Beyond may use such content immediately upon submission.
Approval & Design Control — Rise Beyond retains editorial and design control over listing layouts, copy, images, and promotional treatment. Supplier may request changes; Rise Beyond will consider but is not obligated to implement them. If Supplier requires Rise Beyond to follow Supplier-provided layouts, copy, or design, Supplier must pay Rise Beyond’s editorial/design fee of $150 per hour. Standard onboarding labor estimates: 5 hours for a shop listing buildout; 1.5 hours per guide profile. Supplier agrees to these rates and time estimates for optional, Supplier-requested custom work.
Anchor vs Standard Shops — Rise Beyond designates certain Suppliers as “Anchor Shops” (premium partners) based on criteria such as volume, reliability, insurance, exclusivity, and marketing investment. Anchor Shops receive preferential placement, featured slots, promotional campaigns, and prioritized support. Anchor Shops are subject to additional terms, higher service fees, minimum performance requirements, and may be asked to accept anchor exclusivity arrangements for specific regions. Rise Beyond has sole discretion to assign or remove Anchor Shop status.
Promotional Use & Third-Party Channels — Supplier agrees Rise Beyond may syndicate Supplier media and listing content to third-party distribution channels (social, advertising platforms, affiliate networks). Supplier consents and will not claim infringement or demand additional compensation for such syndication.

5. Booking Flow, Deposits, No-Refund Policy, and Rebooking Mechanics (Submarine-tight)

Deposit Collection — Deposits are collected at booking via Stripe Connect and held in escrow per Stripe’s marketplace model. Deposits secure the booking.
No Cash Refunds — Supplier acknowledges and agrees that GuideBank’s User policy prohibits cash refunds for deposits. Deposits are non-refundable except as required by law or the small set of exceptions below. The exclusive remedies for deposits are rebooking credits or platform-administered goodwill credits. Supplier shall not issue cash refunds to Users for deposits received through the Platform without Rise Beyond’s prior written consent.
Rebooking Credits — For cancellations due to weather, unsafe flows, guide illness, or force majeure, Supplier will cooperate to provide a rebooking credit equal to the deposit amount, valid for 12 months from the original trip date. Credits are transferable only with Rise Beyond consent. Supplier accepts the rebooking credit as the exclusive remedy for canceled trips unless otherwise required by law.
Exceptions — Refunds (cash) may be issued only in the limited circumstances documented in Platform policy (e.g., demonstrable processor error) and only where Rise Beyond expressly authorizes in writing.
No-Show & Late Arrival — Supplier may treat late arrivals or no-shows as forfeiture of deposit and may charge an additional fee at its discretion (subject to Platform notice).
Payment Settlements, Fees & Offsets — Rise Beyond will remit Supplier payouts (less applicable Platform fees) per the payout schedule displayed in Supplier dashboard, subject to holds for disputes, chargebacks, fraud, or suspected non-compliance. Rise Beyond reserves the right to offset any amounts owed to Supplier for chargebacks, refunds, indemnity obligations, or breaches against future payouts.
Chargeback / Dispute Fee Recovery — If a User initiates a chargeback related to a booking, Supplier is responsible for cooperating with Rise Beyond’s dispute process and may be charged for non-covered chargeback fees and administrative costs if the chargeback is resolved in the Supplier’s favor. Repeated chargebacks attributable to a Supplier may trigger suspension.

6. Safety, Standards, Training, and Absolute Liability Lock-Down

Primary Duty — Supplier bears sole operational responsibility for user safety during any activity arranged through GuideBank. This includes but is not limited to: vessel seaworthiness, boat/vehicle maintenance, guide certifications, emergency equipment, PPE, communication devices, first-aid kits, hypothermia prevention, river rescue training, and safe transport.
Safety Plan & SOPs — Supplier shall maintain written Standard Operating Procedures (SOPs) for every trip type it offers, including emergency response plans, guide-to-client ratios, float/launch safety checks, and equipment inspection logs. Rise Beyond may require submission of SOPs upon onboarding and annually.
Training & Certifications — Supplier is responsible for ensuring all guides have applicable certifications (e.g., CPR, first aid, Swiftwater Rescue, boat safety certifications) where required by law or Platform policy. Records shall be produced on request.
Equipment Standards — All vessels, vehicles, and safety gear provided to Users must meet or exceed industry and regulatory safety standards. Supplier must maintain maintenance logs and inspection records.
Incident Reporting & Cooperation — Supplier must immediately notify Rise Beyond of any serious incident, injury, hospitalization, death, criminal arrest, or regulatory enforcement within 24 hours and provide a full written incident report within 72 hours. Supplier will cooperate with any investigation.
Operational Suspension — If Rise Beyond reasonably believes a Supplier’s operations present an imminent safety risk, Rise Beyond may suspend bookings, withhold payouts, or require corrective action prior to reinstatement. Supplier is not entitled to compensation for lost bookings due to suspension where suspension was reasonably justified.
Liability to Users — Supplier remains the primary insurer of operational risk. Supplier must maintain adequate insurance (see Exhibit A) and is responsible for all claims arising from a trip’s operation.
Audits & Spot Checks — Rise Beyond may perform safety audits, request ride-along checks, or require third-party safety assessments. Failure to comply or pass audits may result in suspension or termination.

7. Supplier Conduct, User Interaction & Mirrored User Provisions (Hardened)

Supplier agrees to:

Comply with the same conduct and safety obligations outlined for Users in GuideBank User Terms (no harassment, no intoxication, no illegal activity).
Provide respectful, non-discriminatory service to all Users.
Use de-escalation and safety-first measures where disputes or intoxication arise.
Immediately terminate any User’s participation for dangerous or unlawful conduct and report such incidents to Rise Beyond.
Not solicit Users to move bookings off-platform for the same trip. Doing so is a material breach and will trigger remedies including liquidated damages.

8. Reviews, Reputation Management, and Media Use (Expanded)

Reviews — Rise Beyond hosts User reviews and ratings. Supplier shall not manipulate, coerce, or solicit fraudulent reviews. Attempts to game the system will result in penalties.
Right to Respond — Supplier may respond to reviews; responses must be factual and non-defamatory.
Media Capture — Supplier consents to Rise Beyond capturing User-generated media on trips (e.g., photos taken by guides or Rise Beyond partners) and to use such media as permitted in Section 4. Supplier may produce its own media but consents to Rise Beyond’s right to feature, promote, and monetize any media created on or about trips booked through the Platform.
Reputation Remedies — In cases of false or defamatory User Content, Supplier may submit a takedown request with substantiating evidence; Rise Beyond will evaluate per internal policy.

9. Platform Use, IP, Data & Anti-Competition (Business Grade)

Platform IP — All Platform software, UX, API, data schemas, River Whisper outputs, and UI are the exclusive property of Rise Beyond. Supplier receives a limited license to use the Platform as necessary to list and fulfill trips.
Data Access & Limits — Supplier may access certain User data necessary to fulfill bookings but shall not use Platform data for marketing outside of Platform-natively authorized flows. Supplier will not build a derivative database of Users or use Platform leads for external CRM marketing without explicit consent and Rise Beyond written permission.
AI & Model Training — Supplier shall not use any Platform data, listings, or media to train external AI/ML models without written permission.
Anti-Competition — Supplier shall not use Platform interactions to develop or operate a competing marketplace service or product for any territory in which Supplier is active via GuideBank during the term and for 12 months after termination. Breach triggers injunctive relief and liquidated damages.

10. Ownership of Supplier-Provided Materials; Creative Control & Fees (All the Things Are Ours)

License Grant — Upon uploading or otherwise providing any materials (images, video, logos, guides, bios, course content) to Rise Beyond, Supplier grants Rise Beyond a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, adapt, modify, publish, translate, distribute, and display such materials across all Rise Beyond products and channels. Supplier also grants the right to create derivative works and to commercially exploit these materials without any further payment.
Approval Rights & Fees — Supplier may request review of how its materials are used. Rise Beyond will consider requests but retains final design and copy control. If Supplier requires Rise Beyond to pre-approve every change or to implement a Supplier-driven layout/copy, Supplier shall pay Rise Beyond at the published rate ($150/hour) for editorial/design work; Supplier agrees that typical shop listing build out requires 5 billable hours and each guide build out requires 1.5 billable hours. Rise Beyond invoices these amounts and may hold listing activation pending payment.
Moral Rights Waiver — Supplier irrevocably waives any moral rights in supplied materials to the fullest extent permitted by law.
Third-Party Rights — Supplier confirms it has permission to submit any third-party logos, music, or media and will indemnify Rise Beyond for claims arising from such submissions.

11. Indemnification (Maximum Protection for Rise Beyond)

Supplier shall defend, indemnify, and hold harmless Rise Beyond and its officers, members, managers, employees, contractors, affiliates, successors and assigns (collectively “Indemnified Parties”) from and against any and all liabilities, losses, damages, costs, fines, penalties and expenses (including reasonable attorneys’ fees and court costs) arising from or related to:

Supplier’s acts or omissions in providing services to Users;
Breach of any representation, warranty, covenant, or obligation under these Terms or the Code of Conduct;
Supplier’s violation of law or regulation;
Claims related to User injury, death, or property damage occurring during or related to trips;
Supplier’s misuse of User data, Platform data, or Rise Beyond assets; and
Any third-party claims relating to Supplier-provided content or media.

Rise Beyond may elect to assume exclusive control of defense; Supplier will reimburse all costs and cooperate fully. This indemnity survives termination.

12. Audit, Reporting, Compliance Purpose & Why (Explicit Rationale)

Rise Beyond’s audit and reporting rights exist to:

Protect User safety and ensure Supplier compliance with safety, insurance, and regulatory obligations;
Preserve Platform integrity and trust (reputation is the Platform’s primary asset);
Verify the accuracy of listings, pricing, and legal compliance to reduce fraud and legal exposure; and
Ensure data privacy and adherence to privacy laws and contractual obligations.

To accomplish the above, Supplier must produce requested documents (licenses, insurance certificates, SOPs, incident logs) within five business days. Failure to produce such documents may result in suspension. Rise Beyond’s audit findings may be shared with insurers, regulators, or law enforcement where required.

13. Data Protection, Breach Response & Enhanced Controls (Beefed)

Role — Rise Beyond is the controller of User personal data for Platform purposes; Supplier is a processor for the limited purpose of trip fulfillment. Supplier shall process personal data only as necessary and per Rise Beyond’s instructions.
Security Measures — Supplier shall implement and maintain appropriate technical and organizational measures to protect personal data, including encryption at rest and in transit, access controls, logging, and secure deletion.
Subprocessors — Supplier will use only authorized subprocessors (guides, contractors) and ensure they are bound by equivalent confidentiality and data-security obligations.
Breach Notification — Supplier must notify Rise Beyond immediately and no later than 48 hours after discovering any suspected breach or unauthorized access and must provide a remediation plan and full incident report within 72 hours.
Cooperation — Supplier will cooperate with Rise Beyond and regulators in breach investigations, user notifications, and remediation. Supplier will be financially responsible for costs directly attributable to Supplier’s breach or noncompliance.
Data Minimization & Retention — Supplier will only collect data strictly necessary for trip fulfillment and will not retain Platform user data beyond 30 days after trip completion unless required by law or expressly authorized.

14. Limitation of Liability (Supplier-Facing)

To the full extent permitted by applicable law, Rise Beyond’s aggregate liability to Supplier arising from or relating to these Terms shall not exceed the aggregate amount of service fees actually paid by Supplier to Rise Beyond in the twelve (12) months preceding the claim. Rise Beyond is not liable for indirect, special, incidental, punitive, or consequential damages, including lost profits or lost business opportunity. Supplier acknowledges that it is in a superior position to procure insurance for operational risks.

15. Suspension, Termination, and Supplier Opt-Out (More than All the Things)

Suspension & Termination — Rise Beyond may immediately suspend Supplier accounts, delist services, or terminate these Terms for cause (material breach, safety concerns, fraud, insurance lapse, repeated complaints) or without cause with notice. Suspension or termination may include withholding payouts pending investigation.
Voluntary Opt-Out — Supplier may at any time request to pause or opt-out of new bookings. Upon Supplier request, its listing shall remain live but set to “unbookable” and will not be promoted on Platform marketing channels. Existing confirmed bookings must be honored or resolved per these Terms. Rise Beyond will continue to display the Supplier page in a readonly mode unless Supplier requests complete removal.
Effects of Termination — Termination does not relieve Supplier of obligations accrued prior to termination, including indemnity, data deletion, and payment obligations. Rise Beyond retains the right to continue to use Supplier-submitted media and content under the licenses granted herein.
Survival — Sections for Ownership, Indemnity, Audit, Data Protection, Fees, and Dispute Resolution survive termination.

16. Force Majeure

Neither party is liable for delays or failures due to events beyond its reasonable control (weather, wildfires, floods, government orders, pandemics, payment-processor outages). Rise Beyond may, in its discretion, provide rebooking mechanics or credits in such events.

17. Dispute Resolution, Governing Law & Venue (Colorado-Centric)

These Terms are governed by the laws of the State of Colorado. Any dispute shall be resolved exclusively by binding arbitration in Denver County, Colorado, under the Colorado Uniform Arbitration Act and administered by the AAA. Class, collective, and representative actions are waived. Either party may seek injunctive relief in Colorado courts to protect Platform integrity, confidential information, or intellectual property.

18. Changes to Terms; Notice

Rise Beyond may modify these Terms on fourteen (14) days’ notice via email or Platform message. Supplier’s continued participation after the effective date constitutes acceptance. If Supplier does not accept changes, Supplier must cease participation and fulfill or properly refund all booked trips.

19. Electronic Acknowledgment

By checking the acceptance box, clicking to accept, or continuing to list on GuideBank, Supplier: (a) confirms it has read and understood these Terms; (b) confirms it has authority to bind the business; and (c) agrees that electronic acceptance constitutes a legally binding signature under the U.S. Electronic Signatures in Global and National Commerce Act and the Colorado Uniform Electronic Transactions Act.

Exhibit A — Minimum Insurance & Documentation Checklist (Summary)

Commercial General Liability: $1,000,000 per occurrence / $2,000,000 aggregate.
Additional Insured: Rise Beyond Fly Fishing LLC (Primary & Non-Contributory; Waiver of Subrogation).
Workers’ Compensation: As required by law.
Professional Liability / Errors & Omissions: where applicable.
Proof: Certificate of Insurance and endorsements before first booking; annual renewals.
Incident Reports: Maintain for five (5) years.