FairSeas Agreement

"Xplor" means xplorVR Media Group - FZCO (License No. 29758), a Freezone Company registered in Dubai Silicon Oasis (IFZA), under the Dubai Integrated Economic Zones Authority (DIEZA), United Arab Emirates, operating the platform at xplor.io.

"Platform" means the Xplor digital marketplace and charter facilitation platform at xplor.io, including all associated tools, dashboards, and services.

"Platform Revenue" means the service fees and platform facilitation fees retained by Xplor in connection with charter bookings facilitated through the Platform. For the avoidance of doubt, this refers to Xplor's own retained revenue, not third-party broker commissions or owner proceeds.

"Crew Revenue Participation Pool" means the portion of Platform Revenue that Xplor allocates to eligible crew participants under this Agreement, equal to fifty percent (50%) of Platform Revenue attributable to the relevant charter.

"Retained Platform Revenue" means the portion of Platform Revenue retained by Xplor after allocation of the Crew Revenue Participation Pool, equal to fifty percent (50%) of Platform Revenue.

"Eligible Crew" means crew members who meet the eligibility requirements set out in Section 4 of this Agreement.

"Completed Charter" means a charter booking facilitated through the Platform where the charter has been fully performed, the client has made full payment, and no unresolved dispute exists between the charter parties.

"Gross Charter Fee" or "GCF" means the total charter fee payable by the charterer under the charter contract, excluding APA (Advance Provisioning Allowance), VAT, and delivery/redelivery fees.

"Crew Distribution Statement" means the document generated by Xplor for each Completed Charter, detailing the Crew Revenue Participation Pool amount, distribution method, individual allocations, and calculation methodology.

"Charter Reference ID" or "CRID" means the unique identifier assigned to each charter for tracking, auditing, and transparency purposes.

"CRI+" means the Crew Reward Index Plus, Xplor's scoring methodology that may be used for weighted distribution calculations.

2.1 The FSA is a revenue participation framework through which Xplor voluntarily allocates a portion of its own Platform Revenue to verified crew participants on eligible charters. This allocation is an incentive programme operated by Xplor — it is not a redistribution of third-party broker commissions.

2.2 The FSA operates as a supplemental framework alongside standard MYBA charter contracts. It does not modify, replace, or interfere with charter payment terms, broker commission structures, or contractual relationships between charterers, owners, and brokers.

2.3 The FSA provides:

• A defined calculation methodology for crew revenue participation allocations.
• Transparency and reporting obligations for all parties.
• A structured distribution process with audit capabilities.

2.4 The FSA does not:

• Affect other broker commissions or owner proceeds.
• Create an employment relationship between Xplor and crew.
• Grant crew any role in negotiating, confirming, or facilitating charter bookings.
• Guarantee any specific payment amount — allocations depend on charter completion and the conditions set out in this Agreement.

3.1 On each Completed Charter facilitated through the Platform, Xplor retains Platform Revenue as its service fee. Xplor allocates fifty percent (50%) of its Platform Revenue to the Crew Revenue Participation Pool for that charter.

3.2 The allocation varies by Xplor's role in the charter:

Example: €100,000 GCF, Sole Platform Facilitator → Xplor Facilitator Fee of €20,000 → €10,000 allocated to Crew Revenue Participation Pool → €10,000 Retained by Xplor.

3.3 The Crew Revenue Participation Pool is funded entirely from Xplor's own Platform Revenue. It does not reduce, modify, or affect any amounts payable to yacht owners, charterers, or third-party brokers.

4.1 To qualify as Eligible Crew for revenue participation on a given charter, a crew member must:

• Be actively serving aboard the yacht during the charter period.
• Appear on the official crew manifest for that charter.
• Hold valid employment documentation for their position.
• Be registered and identity-verified on the Xplor Platform.

4.2 The Captain or authorised Yacht Manager is responsible for certifying the roster of Eligible Crew within forty-eight (48) hours of charter completion, via the Xplor Platform.

4.3 Crew who join or leave the yacht mid-charter may be eligible on a pro-rata basis at Xplor's discretion, subject to Captain certification.

5.1 Crew members who list a yacht on the Xplor Platform must confirm during the registration and listing process that they have the authority or consent of the yacht owner or management company to do so.

5.2 The FSA revenue participation programme applies only to charters where all relevant parties (owner, management, and crew) are aware of and consent to the yacht's participation on the Platform.

5.3 Xplor does not verify owner consent independently but relies on the confirmation provided by the crew member during registration. Crew members who provide false authority confirmations may be removed from the Platform and forfeit any pending revenue participation allocations.

5.4 Crew participation in the FSA does not alter their employment relationship with the yacht owner or management company. Revenue participation payments from Xplor are separate from and in addition to any salary, tips, or other compensation the crew member receives from their employer.

5.5 Crew warranty. By participating in the FairSeas programme, each crew member represents and warrants that their participation does not breach their employment contract, fiduciary duties, or any other obligation owed to the yacht owner or management company. Xplor relies on this representation and shall not be liable for any consequences arising from a crew member's breach of their employment obligations.

5.6 Xplor strongly recommends that crew members disclose their participation in the FairSeas programme to their employer. Xplor shall not be liable for any employment consequences arising from a crew member's failure to obtain proper consent or disclose their participation.

5.7 No exclusivity. Nothing in this Agreement obligates any yacht to exclusively list or conduct charters through the Platform. Participation in the FSA does not create exclusivity or preference obligations. Yacht owners, managers, and crew remain free to use any other platform, broker, or charter arrangement at any time.

6.1 Eligible Crew participating in the FSA must not:

• Negotiate charter prices, terms, or conditions on behalf of Xplor or any other party.
• Confirm, accept, or reject charter bookings.
• Represent themselves as agents, brokers, or authorised representatives of Xplor.
• Make binding commitments or guarantees on behalf of Xplor.
• Use their Platform participation to influence commercial decisions regarding the yacht without proper disclosure to the owner.

6.2 Crew members are revenue participants in a platform incentive programme. They are not brokers, agents, or intermediaries. Their role on the Platform does not extend beyond registering their participation and providing accurate information about their service aboard the yacht.

6.3 Captains and senior crew owe fiduciary duties to the yacht owner. Participation in the FairSeas programme must not conflict with these duties. Where a potential conflict exists, crew must disclose their Platform participation to the owner or management company.

7.1 Two distribution methods are available for allocating the Crew Revenue Participation Pool among Eligible Crew. The method is selected by mutual agreement before charter commencement.

8.1 Following each Completed Charter, the distribution follows a four-step process:

Step 1 — Crew Roster Certification (Days 0–2)
The Captain or authorised Manager submits the verified crew roster for the charter via the Xplor Platform.

Step 2 — Calculation & Statement (Days 3–7)
Xplor generates the Crew Distribution Statement, including the CRID, pool amount, distribution method, individual allocations, and calculation methodology.

Step 3 — Owner/Manager Review (Days 8–14)
The yacht owner or authorised Manager reviews and approves the Crew Distribution Statement.

Step 4 — Disbursement (Day 15+)
Upon approval, the Crew Revenue Participation Pool is disbursed to Eligible Crew via the selected payment method.

9.1 The FSA defines calculation and allocation methodology. Actual disbursement occurs via one of the following methods:

• Escrow agent: If the charter uses an escrow arrangement, the escrow agent executes disbursement per the approved Crew Distribution Statement.
• Direct Platform payment: Xplor disburses directly to crew using verified banking details held on the Platform.
• Owner/Manager payment: The owner or management company pays crew per the approved statement, with Xplor providing supporting documentation.
• Deferred: By agreement, funds may be held pending resolution of charter disputes or reconciliation.

9.2 Payments are made in Euros (€) unless otherwise agreed in writing between the parties.

9.3 Where payment fails due to incorrect banking details, funds are held for ninety (90) days for the crew member to update their information. Unclaimed amounts after this period may be donated to a recognised maritime welfare charity at Xplor's discretion.

10.1 Each Completed Charter is assigned a unique Charter Reference ID (CRID) for tracking and verification purposes.

10.2 Xplor maintains a transparency page at xplor.io/crid/[CRID] showing charter dates and yacht (no client names), platform role configuration, Crew Revenue Participation Pool amount, distribution status, and verification hash.

10.3 All calculations, crew rosters, distribution statements, and payment records are retained for a minimum of seven (7) years.

10.4 Crew members may access their personal distribution history and payment records through their Xplor dashboard at any time.

11.1 Calculation disputes. Crew members may challenge any calculation within seven (7) days of the Crew Distribution Statement being issued. Xplor will review the challenge within three (3) business days. If an error is confirmed, a corrected statement will be issued. If the dispute remains unresolved, the owner/Manager and Captain will be consulted, and the matter will be resolved per the charter contract's dispute resolution terms.

11.2 Eligibility disputes. Disputes regarding crew eligibility will be resolved by reference to the certified crew roster and employment documentation. The Captain's certification is treated as the primary reference document.

11.3 Charter cancellations. If a charter is cancelled before completion, no Crew Revenue Participation Pool is generated (as no Platform Revenue is earned). If a charter is partially completed, Xplor may allocate a pro-rata amount at its discretion.

11.4 Reduced charter fees. If the GCF is reduced through negotiation, refund, or dispute, the Crew Revenue Participation Pool adjusts proportionally.

12.1 The FSA does not create an employment relationship, agency, partnership, or joint venture between Xplor and any crew member. Crew members remain employees of the yacht owner or management company at all times.

12.2 Revenue participation payments under the FSA are platform-based incentives. They are not salary, wages, bonus, or any form of employment compensation. Crew members are independent revenue participants in a platform incentive programme.

12.3 The FSA does not confer brokerage status, brokerage rights, or any intermediary role on crew members. Crew do not broker, negotiate, or facilitate charter transactions.

12.4 Xplor does not direct, supervise, or control the work performed by crew members aboard the yacht. Crew members' duties and performance obligations are governed solely by their employment contract with the yacht owner or management company.

13.1 Revenue participation payments under the FSA may constitute taxable income to the recipient crew member. Each crew member is solely responsible for reporting and paying all applicable taxes, duties, levies, and social contributions in their jurisdiction of residence or tax domicile.

13.2 Xplor does not withhold tax on revenue participation payments unless required by applicable law. If withholding is legally required, Xplor will deduct the required amount and provide documentation.

13.3 Crew members must provide accurate tax identification information if requested by Xplor for compliance purposes.

13.4 Xplor is not responsible for providing tax advice. Crew members are encouraged to seek independent professional advice regarding the tax treatment of revenue participation payments in their jurisdiction.

14.1 Xplor collects and processes personal data in connection with the FSA in accordance with the Xplor Privacy Policy, available at xplor.io/privacy, and applicable data protection laws including (where relevant) the EU General Data Protection Regulation (GDPR) and the UAE Federal Decree-Law No. 45 of 2021.

14.2 Personal data collected includes crew identification, employment documentation, banking details, and (where CRI+ is used) performance data. CRI+ data collection requires explicit written crew consent.

14.3 Crew distribution data visible on public transparency pages (CRID pages) does not include personally identifiable information such as crew names, banking details, or individual allocation amounts.

15.1 Xplor's total liability under the FSA to any individual crew member shall not exceed the total revenue participation payments actually paid or payable to that crew member in the twelve (12) months preceding the event giving rise to the claim.

15.2 Xplor shall not be liable for any indirect, consequential, special, or incidental damages, including loss of anticipated revenue participation payments.

15.3 The FSA creates calculation and reporting obligations only. Actual payment depends on charter completion, owner/Manager approval, absence of disputes, and accurate crew banking details. No payment is guaranteed.

15.4 Xplor shall not be liable for any consequences arising from a crew member's failure to obtain proper authority or consent from their employer to participate in the FairSeas programme.

16.1 All crew members receiving revenue participation payments are subject to Xplor's Know Your Customer (KYC), Anti-Money Laundering (AML), and sanctions screening procedures.

16.2 Xplor reserves the right to delay or withhold payments pending completion of compliance checks. Crew members who fail compliance screening may be ineligible for revenue participation.

16.3 Xplor reports suspicious activity as required by applicable UAE and international regulations.

17.1 Xplor may amend the FSA at any time by publishing updated terms on the Platform and notifying affected parties via email or Platform notification.

17.2 Amendments take effect thirty (30) days after notification. Continued participation in the FairSeas programme after the effective date constitutes acceptance of the amended terms.

17.3 Changes to revenue participation percentages will not retroactively affect Completed Charters for which Crew Distribution Statements have already been issued.

18.1 The FSA is governed by and construed in accordance with the laws of the United Arab Emirates and, where applicable, the federal laws thereof.

18.2 Any dispute arising out of or in connection with the FSA shall first be attempted to be resolved amicably through good-faith negotiation within thirty (30) days of written notice.

18.3 If the dispute cannot be resolved amicably, it shall be referred to and finally resolved by arbitration administered by the Dubai International Arbitration Centre (DIAC) in accordance with its rules then in force. The seat of arbitration shall be Dubai, UAE. The language of arbitration shall be English.

18.4 Nothing in this clause prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction.

19.1 The FSA may be executed electronically via the Xplor Platform. Electronic signatures and Platform-recorded acceptances are valid and binding.

19.2 The Platform maintains a complete audit trail of all acceptances, amendments, distribution statements, and payment records, which may be used as evidence in any dispute.

20.1 Entire agreement. The FSA, together with the Xplor Terms of Service and Privacy Policy, constitutes the entire agreement between the parties in relation to crew revenue participation on the Platform.

20.2 Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force and effect.

20.3 Waiver. No failure or delay by Xplor in exercising any right under the FSA shall operate as a waiver of that right.

20.4 Assignment. Crew members may not assign or transfer their revenue participation rights without Xplor's prior written consent. Xplor may assign its rights and obligations to any successor entity or affiliate.

20.5 Notices. Notices to Xplor should be sent to legal@xplor.io. Notices to crew members will be sent to the email address associated with their Xplor account.

20.6 Force majeure. Neither party shall be liable for delay or failure to perform due to events beyond reasonable control, including natural disasters, war, pandemic, government action, or failure of telecommunications infrastructure.