Fleet Builder Programme Terms

In these terms:

"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.

"Fleet Builder" (also referred to as "Ambassador") means an individual or entity accepted into the Fleet Builder Programme who refers Eligible Participants to the Xplor platform.

"Programme" means the Xplor Fleet Builder Programme as described in these terms.

"Eligible Participant" means a yacht crew member, captain, or other maritime professional who registers on the Xplor platform using the Fleet Builder's unique referral code and subsequently participates in the FairSeas revenue participation programme.

"Referred Yacht" means a charter yacht that becomes actively listed on Xplor as a direct result of a Fleet Builder's referral of an Eligible Participant.

"Platform Revenue" means the service fees and platform commissions retained by Xplor in connection with charter bookings facilitated through the platform.

"Retained Platform Revenue" means the portion of Platform Revenue retained by Xplor after allocation of the crew revenue participation share under the FairSeas programme.

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

"Revenue Participation Payment" means the payment made by Xplor to a Fleet Builder calculated as a percentage of Retained Platform Revenue, as set out in Section 4.

"Earning Period" means the period of twenty-four (24) months commencing on the date of the first Completed Charter attributable to a Referred Yacht, as further described in Section 5.

2.1 The Fleet Builder Programme is a referral-based revenue participation programme operated by Xplor. Fleet Builders refer maritime professionals to the Xplor platform. When a Referred Yacht completes charter bookings through the platform, the Fleet Builder receives Revenue Participation Payments from Xplor's Retained Platform Revenue.

2.2 The Programme is not a brokerage arrangement, employment relationship, joint venture, partnership, or franchise. Fleet Builders do not broker, negotiate, or facilitate charter transactions. The Fleet Builder acknowledges that they are not a commercial agent under any applicable commercial agency legislation (including but not limited to the EU Commercial Agents Directive 86/653/EEC and its national implementations) and waives any statutory claims, including post-termination compensation, arising from such classification.

2.3 No exclusivity. Nothing in these terms creates exclusivity. The Fleet Builder is free to promote other platforms, services, or competing products, and Xplor is free to appoint other Fleet Builders in the same territory, region, or network. No Fleet Builder has any territorial, market, or network protection of any kind.

2.4 Participation in the Programme is subject to application and approval by Xplor at its sole discretion. Xplor reserves the right to accept or reject any application without providing reasons.

3.1 Any individual aged 18 or over, or any legal entity, may apply to become a Fleet Builder. Applicants are not required to hold a maritime licence, brokerage licence, or industry qualification.

3.2 Applicants must create an Xplor account and submit a Fleet Builder application through the platform. Acceptance is confirmed by Xplor in writing (including by email or platform notification).

3.3 Upon acceptance, Fleet Builders are assigned a unique referral code and given access to a Fleet Builder dashboard for tracking referrals, charter activity, and earnings.

3.4 Xplor may operate the Programme in phases, including a founding phase with specific commission rates or bonus structures. Any such phases and their terms will be communicated to Fleet Builders via the platform.

4.1 For each Completed Charter attributable to a Referred Yacht within the applicable Earning Period, Xplor shall pay the Fleet Builder a Revenue Participation Payment equal to twenty percent (20%) of Xplor's Retained Platform Revenue from that charter.

4.2 For the avoidance of doubt:

• Xplor charges a fixed platform commission on charter bookings facilitated through the platform.
• Under the FairSeas programme, Xplor allocates 50% of its platform commission revenue to participating crew as a revenue participation incentive.
• The remaining 50% is Xplor's Retained Platform Revenue.
• The Fleet Builder's 20% is calculated on Xplor's Retained Platform Revenue only — not on the total charter value, not on the total platform commission, and not on any amount allocated to crew.

4.3 Crew earnings are never affected. Revenue Participation Payments to Fleet Builders are paid entirely from Xplor's Retained Platform Revenue. The crew revenue participation share is calculated and allocated independently, and is not reduced, modified, or affected in any way by the existence of a Fleet Builder referral.

4.4 Revenue Participation Payments are calculated and paid in Euros (€) unless otherwise agreed in writing.

5.1 The Earning Period for each Referred Yacht is twenty-four (24) months, commencing on the date of the first Completed Charter attributable to that Referred Yacht on the Xplor platform.

5.2 The first Completed Charter serves as the activation event. It confirms that the yacht is actively chartering through the platform and that all parties (owner, crew, and client) are satisfied with the platform arrangement.

5.3 There is no time limit between the date of referral and the first Completed Charter. If a Referred Yacht takes 6 months or 2 years to complete its first charter, the 24-month Earning Period begins at that point.

5.4 Revenue Participation Payments are earned on every Completed Charter by the Referred Yacht during the Earning Period. After the Earning Period expires, no further Revenue Participation Payments are made in respect of that Referred Yacht.

5.5 There is no limit on the number of Eligible Participants or Referred Yachts a Fleet Builder may refer. Each Referred Yacht has its own independent Earning Period.

6.1 Revenue Participation Payments are calculated after each Completed Charter and are payable within thirty (30) days of the charter completion date, provided that full payment has been received by Xplor from the chartering client.

6.2 Payments are made to the bank account or payment method designated by the Fleet Builder in their dashboard settings. Fleet Builders are responsible for ensuring their payment details are accurate and up to date.

6.3 Xplor may withhold payment if: (a) the charter is subject to an unresolved dispute, cancellation, or refund claim; (b) the Fleet Builder's account is suspended or under review; or (c) the Fleet Builder has not provided valid payment details.

6.4 Xplor will provide a statement of earnings accessible through the Fleet Builder dashboard, showing referral activity, charter completions, and payment history.

6.5 Minimum payout thresholds may apply. Any outstanding balance below the minimum threshold will be carried forward to the next payment cycle.

7.1 A referral is attributed to a Fleet Builder when an Eligible Participant registers on the Xplor platform using the Fleet Builder's unique referral code.

7.2 If an Eligible Participant was already registered on the Xplor platform before using the Fleet Builder's referral code, no referral attribution will be made.

7.3 Each Eligible Participant can only be attributed to one Fleet Builder. Attribution is determined on a first-come, first-served basis by referral code usage at the time of registration.

7.4 If a Referred Yacht has multiple crew members referred by different Fleet Builders, the attribution applies to the first Eligible Participant whose referral resulted in the yacht being listed on Xplor.

7.5 Disputes regarding referral attribution will be resolved by Xplor at its sole discretion. Xplor's determination is final.

8.1 Fleet Builders must act honestly, ethically, and in good faith at all times when representing the Programme or referring Eligible Participants.

8.2 Fleet Builders must not:

• Negotiate, arrange, or facilitate charter bookings on behalf of Xplor or any other party.
• Represent themselves as an employee, agent, broker, or authorised representative of Xplor.
• Make binding commitments, promises, or guarantees on behalf of Xplor.
• Guarantee specific earnings, income, or financial outcomes to prospective Eligible Participants.
• Encourage or assist crew in listing yachts on the platform without proper authority or owner consent.
• Use misleading, deceptive, or high-pressure tactics to recruit referrals.
• Engage in spam, unsolicited bulk messaging, or any activity that violates applicable anti-spam or data protection laws.
• Create fake accounts, fabricate referrals, or attempt to manipulate the attribution system.

8.3 Fleet Builders must make it clear to all prospective Eligible Participants that:

• Participation in FairSeas is free for crew — there are no fees, subscriptions, or costs.
• Crew must have proper authority or owner/management consent to list a yacht on the platform.
• Earnings depend on charter activity and are not guaranteed.

8.4 Fleet Builders acknowledge that Eligible Participants (crew) must independently confirm during the Xplor registration process that they have the authority or consent to list any yacht on the platform. Fleet Builders should not encourage circumvention of this requirement.

9.1 Xplor requires all crew members who list a yacht on the platform to confirm that they have authority or owner/management consent to do so. This confirmation is obtained during the crew registration and yacht listing process.

9.2 Fleet Builders are not responsible for verifying owner consent. However, Fleet Builders must not knowingly encourage or assist any individual to list a yacht on the platform without proper authority.

9.3 If a Referred Yacht is removed from the platform due to lack of owner consent or authority disputes, the Earning Period for that yacht shall be immediately suspended. Any Revenue Participation Payments attributable to charters completed before the removal will still be honoured. No further payments will accrue during the suspension.

9.4 If the authority issue is resolved and the yacht is relisted, the Earning Period resumes from where it was suspended (it does not restart).

10.1 The Fleet Builder is an independent participant in the Programme. Nothing in these terms creates or implies an employment relationship, agency, partnership, joint venture, or franchise between the Fleet Builder and Xplor.

10.2 The Fleet Builder has no authority to bind Xplor, enter into contracts on behalf of Xplor, or represent Xplor in any commercial transaction.

10.3 The Fleet Builder is not a commercial agent, sales agent, or distributor. The Fleet Builder has no protected territory, no exclusive rights, and no entitlement to post-termination compensation or goodwill payments under any applicable commercial agency, distribution, or franchise legislation.

10.4 Xplor does not provide Fleet Builders with tools, equipment, office space, benefits, insurance, or any entitlements associated with employment.

10.5 The Fleet Builder is solely responsible for their own expenses incurred in connection with the Programme, including but not limited to travel, communication, and marketing costs.

11.1 Revenue Participation Payments constitute income to the Fleet Builder. The Fleet Builder is solely responsible for reporting and paying all applicable taxes, duties, levies, and social contributions in their jurisdiction of residence or tax domicile.

11.2 Xplor does not withhold tax on Revenue Participation Payments unless required to do so by applicable law. If withholding is required, Xplor will deduct the required amount and provide documentation to the Fleet Builder.

11.3 Fleet Builders must provide accurate tax identification information if requested by Xplor for compliance purposes.

11.4 Xplor is not responsible for providing tax advice. Fleet Builders are encouraged to seek independent professional tax advice regarding their participation in the Programme.

12.1 Xplor grants Fleet Builders a limited, non-exclusive, non-transferable, revocable licence to use the Xplor and Fleet Builder names, logos, and approved marketing materials solely for the purpose of promoting the Programme and referring Eligible Participants.

12.2 Fleet Builders must not modify Xplor's branding, create misleading marketing materials, or use Xplor's intellectual property for any purpose outside the Programme.

12.3 Any marketing materials created by Fleet Builders that reference Xplor, FairSeas, or the Fleet Builder Programme must be accurate, not misleading, and compliant with applicable advertising standards and regulations.

12.4 Xplor reserves the right to require removal or modification of any Fleet Builder marketing material at any time.

13.1 Fleet Builders may come into possession of personal data belonging to prospective Eligible Participants in the course of their referral activities. Fleet Builders must handle all personal data in compliance with applicable data protection laws, including (where applicable) the EU General Data Protection Regulation (GDPR) and the UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data.

13.2 Fleet Builders must not share, sell, or disclose personal data of Eligible Participants or Referred Yacht details to any third party without the express consent of the data subject and Xplor.

13.3 Xplor's collection and processing of Fleet Builder personal data is governed by the Xplor Privacy Policy, available at xplor.io/privacy.

14.1 Fleet Builders may receive confidential information in connection with the Programme, including commission rates, referral performance data, platform analytics, and business strategies.

14.2 Fleet Builders must keep all confidential information strictly confidential and must not disclose it to any third party without Xplor's prior written consent.

14.3 This obligation survives termination of the Fleet Builder's participation in the Programme.

15.1 Termination by Fleet Builder. A Fleet Builder may withdraw from the Programme at any time by providing written notice to Xplor (including via the platform or email). Upon withdrawal, no further referrals will be attributed to the Fleet Builder.

15.2 Termination by Xplor. Xplor may terminate a Fleet Builder's participation at any time for any reason by providing written notice. Xplor may terminate immediately and without notice if the Fleet Builder: (a) breaches any material term of this agreement; (b) engages in fraudulent, dishonest, or unethical conduct; (c) brings Xplor into disrepute; or (d) violates applicable laws or regulations.

15.3 Effect of termination on existing referrals.

• Voluntary withdrawal or termination without cause: The Fleet Builder will continue to receive Revenue Participation Payments for all existing Referred Yachts for the remainder of their respective Earning Periods. No new referrals will be attributed.
• Termination for cause (fraud, breach, misconduct): Xplor reserves the right to immediately cease all Revenue Participation Payments, including for existing Referred Yachts. Amounts attributable to fraudulent, unlawful, or fabricated referrals may be forfeited. Amounts attributable to legitimate referrals completed before the termination event will be paid, less any amounts owed to Xplor.

15.4 Programme discontinuation. Xplor reserves the right to discontinue the Fleet Builder Programme entirely upon sixty (60) days' written notice. In the event of programme discontinuation, existing Earning Periods will be honoured through their natural expiry.

16.1 Xplor's total liability to any Fleet Builder under or in connection with the Programme shall not exceed the total Revenue Participation Payments actually paid to that Fleet Builder in the twelve (12) months preceding the event giving rise to the claim.

16.2 Xplor shall not be liable for any indirect, consequential, special, or incidental damages, including loss of profit, loss of business opportunity, or loss of anticipated earnings.

16.3 Xplor does not guarantee that any Referred Yacht will complete charter bookings, that the platform will generate any specific volume of bookings, or that the Fleet Builder will earn any specific amount.

16.4 The Fleet Builder participates in the Programme entirely at their own risk and on the understanding that earnings are dependent on charter market activity, platform adoption, and factors outside Xplor's control.

17.1 The Fleet Builder shall indemnify, defend, and hold harmless Xplor and its directors, officers, employees, and agents from and against any claims, liabilities, damages, costs, and expenses (including reasonable legal fees) arising from or related to:

• The Fleet Builder's breach of these terms.
• The Fleet Builder's negligence, fraud, or wilful misconduct.
• Any misrepresentation made by the Fleet Builder to Eligible Participants or third parties.
• Any violation of applicable laws or regulations by the Fleet Builder in connection with the Programme.

18.1 Xplor may amend these terms at any time by publishing updated terms on the platform and notifying Fleet Builders via email or platform notification.

18.2 Amendments take effect thirty (30) days after notification unless the Fleet Builder withdraws from the Programme before the effective date.

18.3 Continued participation in the Programme after the effective date of any amendment constitutes acceptance of the amended terms.

18.4 Changes to commission rates or Earning Period duration will not retroactively affect existing Referred Yachts whose Earning Periods have already commenced.

19.1 These terms are governed by and construed in accordance with the laws of the United Arab Emirates and, where applicable, the federal laws thereof.

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

19.3 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.

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

20.1 Entire agreement. These terms, together with the Xplor Terms of Service and Privacy Policy, constitute the entire agreement between the Fleet Builder and Xplor in relation to the Programme.

20.2 Severability. If any provision of these terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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

20.4 Assignment. The Fleet Builder may not assign or transfer their rights or obligations under these terms 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 the Fleet Builder will be sent to the email address associated with their Xplor account.

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