Creator Agreement

This Collaboration Agreement (this “Agreement”) is entered into as of the date of electronic acceptance (the “Effective Date”) by and between:
(1) [GOOIDO INC. / GOOIDO LLC], a limited liability company organized under the laws of the State of Wyoming, United States [entity details to be completed upon formation] (“Gooido”, the “Company” or “we”); and
(2) The individual or entity identified in the electronic onboarding form (the “Partner”, “Creator” or “you”).
Each a “Party” and together the “Parties”.
Recitals
WHEREAS, Gooido operates a technology and payments marketplace platform for the distribution of tours, attractions, transfers and travel experiences (the “Platform”); and
WHEREAS, the Partner creates and distributes content to an online audience and wishes to promote experiences available on the Platform through a personalized, Gooido-branded white-label storefront; and
WHEREAS, the Parties wish to set out the terms of their collaboration;
NOW, THEREFORE, the Parties agree as follows:
Definitions
1              “Store” means the personalized white-label storefront made available by Gooido to the Partner under a dedicated URL, displaying experiences selected from the Platform's catalogue.
2             “Customer” means an end customer who completes a purchase through the Platform.
3             “Transaction” means a single completed and paid booking made by a Customer through the Platform, which may include multiple participants and/or multiple items booked in one checkout.
4             “Attributed Customer” means a Customer whose first Transaction originated from the Partner's Store or the Partner's unique tracking links, as determined by the Platform's tracking systems.
5             “First Transaction” means the first Transaction completed by an Attributed Customer.
6             “Repeat Transaction” means any subsequent Transaction completed by the same Attributed Customer, including Transactions initiated by the Platform's outbound communications to Customers who have opted in.
7             “Net Receipts” means, in respect of a Transaction, the gross amount actually received by Gooido from the Customer, less (i) payment processing fees, (ii) currency conversion and foreign exchange costs, and (iii) any refunds, reversals or chargebacks relating to that Transaction.
8            “Commission” means the amounts payable to the Partner under Section 4 and Schedule A.
9             “Tier Month” means a calendar month used to measure the Partner's Transaction volume for the purpose of the commission tiers in Schedule A.
Appointment; Relationship of the Parties
1             Gooido appoints the Partner, and the Partner accepts appointment, as a non-exclusive independent promoter of experiences available on the Platform. Nothing in this Agreement grants the Partner any exclusivity in respect of any territory, audience, supplier or experience.
2            The Partner is an independent contractor. Nothing in this Agreement creates any employment, agency, partnership, joint venture or fiduciary relationship. The Partner has no authority to bind Gooido, to accept payments on Gooido's behalf, or to make any representation, warranty or commitment on Gooido's behalf.
3            The Partner is solely responsible for its own taxes, social contributions, registrations and filings in its own jurisdiction, and for complying with all laws applicable to its activity.
The Store; Licence; Free Period
1             Subject to this Agreement, Gooido will create and host a Store for the Partner and grants the Partner a limited, revocable, non-exclusive, non-transferable licence, during the Term, to promote the Store URL and to use the marketing materials made available by Gooido (the “Media Kit”) solely for that purpose.
2            The Store, the Platform, all software, data, designs, images, text and trademarks remain the sole property of Gooido and its licensors. No rights are granted except as expressly stated.
3            Free Period. Use of the Platform is free of platform fees for a period of ninety (90) days from activation of the Store (the “Free Period”). Any platform fees applicable after the Free Period will apply prospectively only and will be notified to the Partner at least thirty (30) days in advance.
4            Dormant Stores. If, following the Free Period, no Transaction is attributed to the Partner for thirty (30) consecutive days, Gooido shall be entitled to charge a monthly platform fee of [amount to be published in the dashboard] for so long as the Store remains inactive. Gooido may, at its election and as its default remedy in lieu of charging such fee, designate the Store as dormant and suspend it upon seven (7) days' notice. A suspended Store may be reactivated by the Partner at any time through the dashboard, and is reactivated automatically upon a new attributed Transaction.
5            Gooido controls the catalogue, pricing, availability, content and presentation of all experiences, and may add, modify or remove experiences at any time. The Partner may select which available experiences are displayed in its Store.
Commission
1             Basis of calculation. All Commission is calculated as a percentage of Net Receipts — that is, after deduction of payment processing fees, currency conversion costs and refunds/chargebacks, as defined in Section 1. For the avoidance of doubt, Commission is not calculated on the gross price displayed to the Customer.
2            Rates and tiers. Commission rates, including the volume tiers, are set out in Schedule A. Tier status is measured on a rolling monthly basis: the Partner's tier for any given calendar month is determined by the number of Transactions attributed to the Partner in the immediately preceding Tier Month. Tier status confers no vested or permanent right.
3            Lifetime attribution. Each Attributed Customer is attributed to the Partner for the lifetime of that Customer's relationship with the Platform, while this Agreement is in force. The Partner earns the First Transaction rate on the Attributed Customer's first Transaction and the Repeat Transaction rate on every subsequent Transaction of that Customer, including Transactions completed directly on Gooido's own website or channels and Transactions generated by the Platform's own outbound communications.
4            Attribution mechanics. Attribution is determined exclusively by the Platform's tracking systems on a first-touch basis, using the following identifiers, in combination: (a) messaging identifiers (telephone number and, where provided, email address) captured when a visitor initiates a conversation with the Platform's messaging assistant from the Partner's Store; (b) first-party cookies set on the Platform's domain when the Store is visited, with an attribution window of ninety (90) days; (c) the Partner's unique creator code entered by a Customer at checkout (redemption of any associated perk, such as a complimentary eSIM, requires a completed Transaction); and (d) matching of telephone number or email address at checkout against existing records. Gooido's records are conclusive absent manifest error. Gooido will make reasonable reporting available to the Partner through the partner dashboard.
5            Payment. Commission is paid through the Platform's automated payout system (currently Stripe Connect) in accordance with the payout schedule published in the partner dashboard [currently: daily batch payouts]. Payouts are subject to a minimum payout threshold of [USD 50] and to the completion of identity and compliance verification (KYC) required by the payment provider.
6            Refunds, chargebacks and clawback. If a Transaction is cancelled, refunded, reversed or subject to a chargeback, the related Commission is not earned; if already paid, Gooido may set it off against future payouts or invoice it back. Commission is earned only on Transactions that are completed and not reversed.
7            Fraud. No Commission is payable on Transactions that are fraudulent, self-purchases designed to manipulate tiers, or generated in breach of this Agreement. Gooido may withhold amounts reasonably suspected of manipulation pending investigation.
8            Currency and taxes. Commission is calculated and paid in [USD/THB]. The Partner bears its own bank charges on receipt and its own taxes. Amounts payable are exclusive of VAT or similar taxes, which shall be added if legally required.
Partner Obligations; Content Standards
1             Truthful promotion. The Partner shall promote experiences truthfully and accurately, shall not overstate what an experience includes, and shall not make any guarantee or promise on behalf of Gooido or any supplier.
2            Disclosure. The Partner shall clearly disclose its commercial relationship with Gooido in all promotional content, in accordance with applicable advertising rules (including the U.S. FTC Endorsement Guides and equivalent local rules), for example by using #ad or equivalent conspicuous disclosure.
3            Prohibited conduct. The Partner shall not: (a) send unsolicited bulk messages (spam) or violate platform rules of any social network or messaging service; (b) bid on or use Gooido's name or trademarks in paid search or domain names without written consent; (c) offer unauthorized rebates, cashback or incentives; (d) alter, frame or misrepresent the Store; (e) engage in any activity that is unlawful, deceptive or damaging to the Gooido brand.
4            Brand guidelines. The Partner shall comply with the brand and content guidelines in Schedule B as updated from time to time on reasonable notice.
5            Content licence. The Partner grants Gooido a non-exclusive, worldwide, royalty-free licence to use, reproduce and display content created by the Partner that features Gooido, the Store or Platform experiences, for Gooido's marketing purposes, with attribution where practicable. The Partner retains ownership of its content. [DECISION POINT: scope/duration of this licence.]
Customers, Data and Non-Circumvention
1             Customer relationship. All Customers are customers of Gooido. All Customer data, booking data and transaction data collected through the Platform is owned and controlled by Gooido as data controller. The Partner will receive aggregated performance statistics through the dashboard but will not receive Customers' personal data.
2            Outbound communications. Gooido may communicate with Customers who have opted in, including to offer further experiences. Repeat Transactions generated by such communications are credited to the original Partner under Section 4.3.
3            Non-circumvention. During the Term and for twelve (12) months thereafter, the Partner shall not knowingly divert Customers or prospective Customers away from the Platform to book directly with suppliers introduced through the Platform, and shall not solicit suppliers introduced through the Platform to transact outside the Platform.
4            Direct channel; price parity. Gooido may offer experiences for sale on its own website and channels. In doing so: (a) Transactions completed on Gooido's own channels by an Attributed Customer are credited to the Partner in accordance with Section 4.3; (b) Gooido will maintain price parity, such that an identical experience is offered at the same price on Gooido's own channels and in the Partner's Store; and (c) Gooido will not purchase paid advertising targeting the Partner's own name or handle. The direct channel is intended to capture brand demand, not to compete with Partners.
5            Privacy compliance. Each Party shall comply with applicable data protection laws in the performance of this Agreement.
Term and Termination
1             This Agreement commences on the Effective Date and continues until terminated (the “Term”).
2            Either Party may terminate at any time on fourteen (14) days' written notice (email or dashboard notice sufficient).
3            Gooido may suspend the Store or terminate immediately on notice in the event of: material breach; fraud or attempted manipulation; conduct harmful to the Gooido brand; or legal or regulatory requirement.
4            Effect of termination. Upon termination, howsoever arising: (a) the Store and all licences terminate; (b) Commission properly earned on Transactions completed before the effective date of termination remains payable at the next scheduled payout; and (c) all Customer attribution ceases and no Commission is payable on any Transaction (including any Repeat Transaction) occurring after the effective date of termination.
5            Sections 1, 4.6, 4.7, 5.5, 6, 8, 9, 10 and 11 survive termination in accordance with their terms.
Representations; Disclaimers
1            Each Party represents that it has full power and authority to enter into this Agreement. The Partner represents that it is at least 18 years old, that the audience data provided during onboarding is accurate, and that its content and activity will comply with law.
2            THE PLATFORM AND STORE ARE PROVIDED “AS IS” AND “AS AVAILABLE”. GOOIDO MAKES NO WARRANTY AS TO UNINTERRUPTED AVAILABILITY, ERROR-FREE OPERATION, OR ANY LEVEL OF TRAFFIC, SALES OR EARNINGS. THE PARTNER ACKNOWLEDGES THAT COMMISSION DEPENDS ON ACTUAL CUSTOMER PURCHASES AND THAT NO EARNINGS ARE GUARANTEED.
3            Experiences are provided by independent third-party suppliers. Gooido is not liable to the Partner for acts or omissions of suppliers.
Indemnity; Limitation of Liability
1             The Partner shall indemnify Gooido against third-party claims, losses and expenses arising from the Partner's content, promotional activity, breach of this Agreement or violation of law.
2            NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS. GOOIDO'S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE TOTAL COMMISSION PAID TO THE PARTNER IN THE SIX (6) MONTHS PRECEDING THE CLAIM. NOTHING LIMITS LIABILITY THAT CANNOT BE LIMITED BY LAW.
Confidentiality
1         Each Party shall keep confidential the other Party's non-public information disclosed in connection with this Agreement, including commission structures, net rates, supplier terms and Platform analytics, and use it only to perform this Agreement. This obligation survives for three (3) years after termination.
General Provisions
1           Changes to commercial terms. Gooido may amend Schedule A (rates and tiers) and Schedule B (guidelines) prospectively on at least thirty (30) days' notice via the dashboard or email. Changes never apply retroactively to Transactions already completed. Continued use of the Store after the notice period constitutes acceptance; the Partner may instead terminate under Section 7.2.
2          Assignment. The Partner may not assign this Agreement without Gooido's consent. Gooido may assign to an affiliate or in connection with a merger, acquisition or sale of the business.
3          Entire agreement. This Agreement, together with its Schedules and the onboarding form, is the entire agreement between the Parties regarding its subject matter.
4          Notices. Notices may be given by email or through the partner dashboard and are deemed received on transmission.
5          Severability; waiver. If a provision is unenforceable, the remainder stays in force. Failure to enforce is not a waiver.
6          Governing law; disputes. This Agreement is governed by the laws of the State of Wyoming, United States, excluding conflict-of-law rules. Any dispute arising out of or in connection with this Agreement shall be finally resolved by binding arbitration before a single arbitrator, seated in Wyoming, conducted in the English language and, unless the arbitrator directs otherwise, held remotely by videoconference or on the basis of written submissions only, under the rules of [AAA / arbitral institution to be confirmed by counsel]. Either Party may seek injunctive relief in a court of competent jurisdiction for breaches of intellectual property or confidentiality obligations.
7          Electronic acceptance. This Agreement is accepted electronically by the Partner completing the onboarding flow and clicking “I Agree”, which constitutes a binding signature.

 
Schedule A — Commission Schedule
Basis: All rates apply to Net Receipts (Section 1). The supplier's net price is fixed and unaffected.
Rates and tiers:
Tier
Monthly threshold
First Transaction
Repeat Transaction
Base
—
10%
5%
Tier 2
25+ Transactions
14%
7%
Tier 3
70+ Transactions
18%
9%

 
Rolling measurement: The tier applicable in any calendar month is determined by the number of Transactions attributed to the Partner in the immediately preceding calendar month. Tier status is re-measured every month and confers no permanent right.
Counting rule: A Transaction counts once toward tier thresholds regardless of the number of participants or items included in the checkout. Cancelled, refunded or fraudulent Transactions do not count.
Payout: Automated payouts via Stripe Connect per the schedule published in the dashboard; minimum payout threshold [USD 50].
Schedule B - Brand and Content Guidelines (Summary)
         Use only current assets from the Media Kit; do not alter the Gooido logo or visual identity.
        Always disclose the commercial relationship (#ad or equivalent) conspicuously.
        Prices must always be quoted in THB as displayed on the Store; do not quote prices from memory.
        No superlatives that cannot be substantiated; no guarantees of weather, availability or experience outcomes.
        No engagement with content that is political, sexual, discriminatory or otherwise inconsistent with a family-friendly travel brand while representing Gooido.

Acceptance
Accepted electronically via the Gooido onboarding flow.