Guides Collective Inc.

TERMS & CONDITIONS

Last Updated: December 7^th 2025

Welcome to Guides Collective Inc.’s platform (the “Platform”). Through this Platform, Guides Collective Inc., a Delaware corporation (“Guides Collective” “us” “we” or “our”) offers users (each, a “Seeker”) the opportunity to connect with psychedelic guides (each, a “Guide”) for the purposes of seeking out, booking and paying for guided experiences and/or services (each, a “Session”). These terms & conditions govern your use of the Platform, whether as a Seeker or as a Guide. If you do not agree to these terms & conditions, you are not permitted to use the Platform. By using the Platform, you hereby agree to these terms & conditions.

Guides Collective does not provide medical or professional advice. Always consult a qualified healthcare provider for any medical concerns. By booking a Session on the Platform, the Seeker does not enter into a legal relationship, contractual or otherwise, with Guides Collective regarding the Session. Guides Collective only acts as an intermediary between Seekers and Guides. Guides Collective will therefore not be a party to, and will not be responsible for, the performance of any contract or commitments made between a Seeker and a Guide.

If you have any questions about these Terms & Conditions please reach out to us at support@guidescollective.com.

1. Acceptance of Terms

By creating an account as a “Guide” or a “Seeker” on the Platform, you agree to these Terms & Conditions (the “Terms”) and our Privacy Policy available at https://seekers.guidescollective.com/privacypolicy (the “Privacy Policy”) which is hereby incorporated into the Terms by reference, such that each reference to the Terms shall include the Privacy Policy. If you do not agree to the Terms, you must not use the Platform and you must not create or use any Guide or Seeker account on the Platform. Please review the Privacy Policy for more information on how we treat personal information you share with us and the circumstances in which such information is shared.

2. Creating an Account.

You hereby agree that all information you provide in creating, maintaining and using an account on the Platform, whether as a Guide or Seeker, is and will be complete, accurate, and truthful at all times, and that you shall promptly update such information if it changes. You hereby represent and warrant that all information you submit is true, correct, and not misleading. You further agree to keep your account credentials confidential, not to share or transfer your login information to any other person, and to be solely responsible for all activity conducted through your account. Any false or incomplete information, or any sharing of account access credentials, is a breach of these Terms and may result in suspension or termination of your account.

3. Guide Obligations, Representations, Warranties & Acknowledgements

By creating and/or utilizing a Guide account on the Platform, you hereby represent and warrant that:

· You are at least 21 years old.

· All Sessions offered to Seekers via the Platform will be offered and delivered in compliance with all applicable laws and regulations, including, but not limited to, all applicable federal, state and local laws of the United States, and that you have and maintain in good standing all required training, licenses and/or permits required to provide such Sessions.

· You agree and acknowledge that you are not an employee, contractor, agent, representative or partner of Guides Collective, but rather a customer and user of the Platform, which facilitates introductions and payment processing in exchange for the Admin Fee (as such term is defined in Section 5 below).

· You will provide the Sessions in good faith and responsibly and treat each Seeker with dignity, decency and respect, and will not act fraudulently, negligently or in any way that could reasonably be foreseen to be harmful to a Seeker or to Guides Collective or any of its customers or its reputation.

· You will maintain the confidentiality and privacy of any Seeker information disclosed to you via the Platform, not share Seeker information with any other person for any reason, and take commercially reasonable measures to maintain the security and confidentiality of Seeker information.

· With respect to any person introduced, referred, or otherwise made known to a Guide through the Platform as a Seeker (each, an “Introduced Seeker”), all fees, payments, and compensation of any kind for any Sessions, services, or engagements provided to that Introduced Seeker by the Guide or any affiliate thereof—whether arranged on or off the Platform and whether occurring now or in the future—shall be processed exclusively through the Platform’s payment system, and you will not request, accept, or receive any payment from an Introduced Seeker outside the Platform. If a Seeker requests to make a payment not on the Platform, you will promptly report the request to Guides Collective.

· You will not misrepresent on the Platform the nature of the services provided via your Sessions and will not represent your Sessions as medical treatment or use any terms reserved for licensed medical professionals.

4. Seeker Obligations, Representations, Warranties & Acknowledgements.

By creating and/or utilizing a Seeker account on the Platform you hereby hereby represent and warrant that:

· You are at least 21 years old.

· With respect to any Guide introduced, referred, or otherwise made known to you through the Platform (each, an “Introduced Guide”), all fees, payments, and compensation of any kind for any Sessions, services, or engagements provided to you by that Guide or any affiliate thereof—whether arranged on or off the Platform and whether occurring now or in the future—shall be processed exclusively through the Platform’s payment system, and you will not make any payment to an Introduced Guide outside the Platform. If a Guide requests that you make such payment outside of the Platform, you will promptly report the request to Guides Collective.

· You acknowledge and agree that the Platform operates solely as a technology service that facilitates introductions between Guides and Seekers. Guides Collective does not provide, supervise, direct, control, guarantee, endorse, evaluate or assume responsibility for any Sessions or other services provided by Guides you may be connected to via the Platform or for the effectiveness, safety, quality accuracy or legality, thereof or any result therefrom.

· You acknowledge and agree that there is no provider-patient, therapeutic, medical or professional relationship of any kind created between Seekers and Guides Collective and any such relationship is formed solely and exclusively between Seekers and Guides.

· You acknowledge and agree that Guides are independent third parties and not employees, agents, contractors, partners or representatives of Guides Collective, and Guides Collective has no control over how Sessions are performed and does not monitor or regulate Guides’ activities, other than requiring Guides to consent to these Terms and collecting feedback from users of the Platform.

5. Payments & Fees

a. Payment on Platform. All payments for any Sessions must be made exclusively through the Platform’s payment system. Guides and Seekers are strictly prohibited from arranging or accepting payment for Sessions outside the Platform.

b. Payment Processing. Payments are processed through a third-party payment processor selected by Guides Collective. By using the Platform, Guides and Seekers authorize Guides Collective and its payment processor to charge, receive, hold, and disburse funds on their behalf in connection with the booking and completion of Sessions. Guides Collective does not itself provide banking, credit card processing, or money-transmission services; such services are provided by the applicable third-party processor.

c. Administration Fee. For each payment for Session(s) made via the Platform and its third-party payment processor, Guides Collective shall retain/receive a fee equal to fifteen percent (15%) of the total price of such Session(s) (the “Admin Fee”). The Admin Fee is deducted automatically at the time of payment processing.

d. Disbursement to Practitioner. Following deduction of the Admin Fee, the remaining balance (the “Guide Payout”) will be remitted to the Guide in accordance with the Platform’s payout schedule and subject to any applicable processing times, compliance checks, or withholding requirements imposed by law or by the payment processor.

e. Non-Refundable. Except to the extent required by applicable law, all payments for Session are non-refundable and Guides Collective has no obligation to provide refunds or credits once a payment has been made. Guides Collective may issue refunds, partial refunds, or credits solely at its discretion in exceptional circumstances. Any such decision shall not create any obligation to offer similar remedies in the future. Cancellation or rescheduling of Sessions is subject to each Guide’s individual policy and can be managed directly between Guides and Seekers.

6. Content & Conduct

Guides and Seekers are solely responsible for any content, information, images, text, or materials they upload or submit through the Platform (“User Content”), and all such User Content must be lawful, accurate, not misleading, and appropriate. Each Guide and Seeker represents and warrants that the User Content does not violate any applicable law and does not contain harmful, unsafe, offensive, or deceptive material. Each Guide and Seeker further warrants that the User Content does not infringe any copyright, trademark, privacy, publicity, or other rights of any third party and that such Guide/Seeker possesses all necessary permissions and rights to share such content. User Content must not misrepresent qualifications, experience, identity, medical history, or the nature or efficacy of any services offered. Guides Collective may, in its sole discretion and without notice, remove or restrict any User Content or suspend accounts that violate these standards. Each Guide and Seeker hereby agrees to indemnify and hold Guides Collective harmless from any claims, losses, or liabilities arising from such Guide’s/Seeker’s User Content or their breach of this provision. By submitting User Content, you hereby grant us a non-exclusive, worldwide, royalty-free, transferable, sublicensable license to use, copy, display, distribute, adapt, modify, and promote such User Content solely for the purpose of operating, promoting, and improving the Platform, without any further consent or compensation required.

7. Intellectual Property

All content, design, text, graphics, logos, images, software, and other materials provided by Guides Collective on or through the Platform, as well as technology underlying the Platform itself (collectively, “Company IP”) are, as between Guides Collective and any Guide/Seeker, the exclusive property of Guides Collective and are protected by copyright, trademark, and other intellectual property laws. Nothing in these Terms grants any rights to Guides or Seekers to Company IP.

8. Disclaimer

THE PLATFORM IS PROVIDED SOLELY TO FACILITATE INTRODUCTIONS BETWEEN GUIDES AND SEEKERS. GUIDES COLLECTIVE DOES NOT PROVIDE, SUPERVISE, OR GUARANTEE ANY SESSIONS OFFERED BY GUIDES, AND SEEKERS AND GUIDES ACKNOWLEDGE THAT ALL INTERACTIONS AND SESSIONS ARE CONDUCTED AT THEIR OWN RISK. EACH SEEKER AND GUIDE HEREBY WAIVES AND RELEASES GUIDES COLLECTIVE FROM ANY AND ALL CLAIMS, LIABILITIES, OR DAMAGES ARISING FROM OR RELATED TO THEIR USE OF THE PLATFORM, RELIANCE ON USER CONTENT, OR ENGAGEMENT WITH GUIDES OR SEEKERS THEY MEET VIA THE PLATFORM, INCLUDING THE RESULTS OR IMPACT OF ANY SESSION. GUIDES COLLECTIVE MAKES NO WARRANTIES REGARDING THE ACCURACY, LEGALITY, SAFETY, OR EFFECTIVENESS OF ANY SESSION OR OTHER SERVICES PROVIDED BY GUIDES. GUIDES AND SEEKERS ARE SOLELY RESPONSIBLE FOR EVALUATING THE SEEKERS AND GUIDES THEY ARE INTRODUCED TO VIA THE PLATFORM AND MAKING INDEPENDENT DECISIONS ABOUT WHETHER TO ENTER INTO AN ENGAGEMENT. THE PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND GUIDES COLLECTIVE DISCLAIMS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9. Indemnification

Each Guide and Seeker hereby agrees to indemnify, defend, and hold harmless Guides Collective, its affiliates, officers, directors, employees, and agents (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to: (i) their use of the Platform, (ii) their User Content, (iii) their interactions with Guides or Seekers, (iv) the results or impact of any Session, (v) any violation of these Terms, or (vi) any breach of applicable law by either a Guide or a Seeker, including during or in relation to any Sessions booked via the Platform. Each Guide further agrees to specifically indemnify and hold harmless the Indemnitees from and against any and all claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to the Sessions or any other services provided to Seekers.

10. Limitation of Liability

To the maximum extent permitted by applicable law:

· IN NO EVENT WILL GUIDES COLLECTIVE OR ITS AFFILIATES BE LIABLE TO ANY GUIDE, SEEKER OR ANY THIRD PARTY FOR: (a) ANY: (i) USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE PLATFORM; (ii) LOST REVENUES OR PROFITS; (iii) DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; (iv) LOSS OR CORRUPTION OF DATA; (v) LOSS RESULTING FROM PLATFORM FAILURE, MALFUNCTION, OR SHUTDOWN; (vi) FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; (vii) FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; (viii) BREACHES IN PLATFORM SECURITY; OR (b) ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, IN EACH CASE WHETHER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

· IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF GUIDES COLLECTIVE AND ITS AFFILIATES, TO ANY GUIDE OR SEEKER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED TWO TIMES (2X) THE TOTAL AMOUNT RECEIVED BY GUIDES COLLECTIVE AS ADMIN FEES WITH RESPECT TO SESSIONS BOOKED INVOLVING SUCH GUIDE OR SEEKER, AS APPLICABLE, DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.

11. Termination of Account

Guides Collective reserves the right, at its sole discretion, to suspend or terminate any Guide’s or Seeker’s account, access to the Platform, or use of any of Guides Collective’s services, at any time and for any reason, including, without limitation: violation of these Terms, infringement of intellectual property or third-party rights, illegal or harmful activity, misuse of the Platform, or any conduct we deem, at our discretion, inappropriate, unsafe, or detrimental to the Platform or its users. You hereby acknowledge that Guides Collective may exercise this right without prior notice and without liability for any losses, damages, or inconvenience resulting from such suspension or termination.

12. Governing Law; Dispute Resolution; Waiver of Jury Trial

These Terms and any disputes arising out of or relating to the Platform or these Terms, shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law principles. Users agree that any dispute, claim, or controversy arising from or related to these Terms or the Platform shall be resolved exclusively in the state or federal courts located in the State of Colorado and each Guide and Seeker hereby consents to the personal jurisdiction and venue of such courts. Guides Collective and each Guide and Seeker hereby waive any right to a jury trial in any action, proceeding, or counterclaim arising out of or relating to these Terms or the Platform and any claims related thereto.

13. Updates

Guides Collective reserves the right, at its sole discretion, to modify, update, or amend these Terms at any time. Updated Terms will be posted on the Platform, and the “Last Updated” date will reflect the most recent revision. Each Guide and Seeker is responsible for regularly reviewing the Terms to stay informed of any changes. Continued use of the Platform after any such changes constitutes acceptance of the updated Terms. If you do not agree to the updated or amended Terms, you are not permitted to continue to use or access the Platform.

If you have any questions about these Terms & Conditions please reach out to us at support@guidescollective.com.