Terms of Service

Welcome to Xplor. These Terms of Service ("Terms") govern your access to and use of the Xplor platform, including our website at xplor.io, mobile applications, and all related services (collectively, the "Platform"), including the FairSeas revenue participation programme and the Fleet Builder referral programme.

By accessing or using the Platform, you agree to be bound by these Terms. If you do not agree, you must not access or use the Platform.

In these Terms:

"Xplor", "we", "us", or "our" 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.

"User", "you", or "your" means any individual or entity that accesses or uses the Platform.

"Platform" means the Xplor website, mobile applications, APIs, and all related services and features.

"FairSeas" means Xplor's yacht charter revenue participation programme, which enables participating crew to receive a share of Xplor's platform revenue from charter bookings.

"Fleet Builder Programme" means Xplor's referral programme, governed by the separate Fleet Builder Programme Terms.

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

"Content" means any text, images, data, documents, yacht listings, crew profiles, reviews, messages, and other materials submitted to or displayed on the Platform.

2.1 Xplor is a technology platform and marketplace. Xplor connects yacht industry participants — including yacht owners, crew, charter clients, brokers, and marine service providers — through a digital platform. Xplor does not own, operate, crew, manage, or control any yachts listed on the Platform.

2.2 Xplor is not a yacht broker, charter operator, crewing agency, or maritime employer. Xplor does not negotiate charter contracts, set charter pricing, or act as an agent for any party in a charter transaction unless explicitly stated in a separate written agreement.

2.3 Charter bookings facilitated through the Platform are contractual arrangements between the chartering client and the yacht owner (or their appointed central agent). Xplor's role is limited to providing the technology platform through which parties discover, communicate, and transact.

2.4 Xplor earns Platform Revenue in the form of service fees on charter bookings facilitated through the Platform. The allocation of Platform Revenue, including revenue participation with crew under the FairSeas programme, is described in Section 7.

3.1 To use the Platform, you must: (a) be at least 18 years of age; (b) have the legal capacity to enter into a binding agreement; (c) not be prohibited from using the Platform under applicable law; and (d) provide accurate and complete registration information.

3.2 For FairSeas participants, additional eligibility requirements apply based on your role:

• Crew: You must provide accurate professional credentials, certifications, and sea service records. You must confirm that you have authority or owner/management consent to list any yacht on the Platform.
• Owners: You must have legal authority or ownership documentation for yachts listed on the Platform. You are responsible for authorising crew to manage yacht listings.
• Brokers: You must hold valid broker credentials and licences as required by your jurisdiction. Charter bookings must be accurately recorded and documented.
• Clients: Charter booking requests are subject to availability, approval, and payment terms specified at the time of booking.

3.3 For Fleet Builder participants, eligibility is governed by the Fleet Builder Programme Terms.

4.1 To access certain features of the Platform, you must create an account. When you create an account, you agree to: (a) provide accurate, current, and complete information; (b) maintain and promptly update your account information; (c) keep your password secure and confidential; (d) accept responsibility for all activities under your account; and (e) notify us immediately of any unauthorised access or use.

4.2 You may not create multiple accounts, share account credentials with third parties, or transfer your account to another person without our prior written consent.

4.3 We reserve the right to suspend or terminate accounts that contain false or misleading information, are inactive for an extended period, or violate these Terms.

4.4 You are solely responsible for maintaining the confidentiality of your account credentials. Xplor shall not be liable for any loss or damage arising from your failure to protect your account.

5.1 Xplor operates a verification system to help establish trust between Platform participants. Verification may include identity verification, professional credential checks, document review, and other checks as determined by Xplor.

5.2 Verification does not constitute an endorsement, guarantee, or warranty by Xplor regarding any User's identity, qualifications, competence, or trustworthiness. Users are responsible for conducting their own due diligence before entering into any transaction or arrangement with another User.

5.3 The CRI+ scoring system is an internal metric used by Xplor to assess crew participation and qualification levels on the Platform. CRI+ scores are informational only and do not constitute professional certification, employment references, or guarantees of performance.

5.4 Submitting false, misleading, or fraudulent verification documents is a serious breach of these Terms and will result in immediate account termination and may be reported to relevant authorities.

6.1 Yacht listings on the Platform may be created by yacht owners, authorised management companies, licensed brokers, or crew members who have been granted authority to manage listings on behalf of the owner.

6.2 Any person who lists a yacht on the Platform represents and warrants that they have the authority or consent of the yacht owner (or authorised management company) to do so. This representation is made each time a listing is created, edited, or maintained on the Platform.

6.3 If a yacht is listed without proper authority, Xplor reserves the right to immediately remove the listing and suspend or terminate the responsible User's account. Xplor shall not be liable for any consequences arising from unauthorised listings.

6.4 Yacht information, specifications, images, and availability must be accurate and up to date. Users who list yachts are responsible for maintaining the accuracy of their listings.

6.5 Xplor may include yacht data from third-party sources (including public vessel registries, AIS data, and industry databases) to supplement listings. Users may claim and manage yachts that appear in the Xplor database through the yacht claiming process, subject to authority verification.

7.1 FairSeas is Xplor's revenue participation programme for yacht charter. Under FairSeas, Xplor allocates a portion of its Platform Revenue to participating crew members as a revenue participation incentive.

7.2 Revenue participation — not commission splitting. FairSeas is structured as a platform revenue participation programme. Xplor earns Platform Revenue in the form of service fees on charter bookings. Xplor then allocates a portion of its own Platform Revenue to participating crew. Crew are revenue participants in Platform activity, not commission-earning brokers.

7.3 The current revenue participation allocation is:

• Xplor charges a platform service fee on charter bookings facilitated through the Platform.
• Xplor allocates 50% of its platform service fee revenue to participating crew members associated with the chartered yacht.
• Xplor retains the remaining 50% as Retained Platform Revenue.

7.4 Revenue participation payments to crew are contingent on: (a) the charter being fully completed; (b) full payment being received by Xplor from the chartering client or central agent; (c) no unresolved disputes, cancellations, or refund claims; and (d) the crew member maintaining an active, verified account on the Platform.

7.5 Crew members participating in FairSeas do not negotiate, arrange, or broker charter bookings. Crew participation is limited to: (a) listing yacht details on the Platform; (b) responding to enquiries through the Platform's messaging system; and (c) confirming availability and operational details. All charter contracts are executed between the chartering client and the yacht owner or their appointed central agent.

7.6 Revenue participation payments are processed in accordance with Xplor's payment schedule. Xplor may withhold payments pending dispute resolution, verification checks, or compliance reviews.

7.7 Xplor reserves the right to modify the revenue participation rates with thirty (30) days' written notice. Changes to rates will not apply retroactively to charter bookings already confirmed before the effective date of the change.

7.8 Participation in FairSeas requires acceptance of the FairShare Agreement (FSA), which sets out the specific terms of revenue participation between Xplor and the participating crew member.

8.1 The Fleet Builder Programme is Xplor's referral-based revenue participation programme. Fleet Builders refer maritime professionals to the Platform and receive revenue participation payments from Xplor's Retained Platform Revenue when referred yachts complete charter bookings.

8.2 The Fleet Builder Programme is governed by the separate Fleet Builder Programme Terms, which form part of these Terms.

8.3 Fleet Builders are independent referrers. They are not employees, agents, brokers, or representatives of Xplor. Fleet Builders have no authority to bind Xplor, negotiate charter bookings, or represent Xplor in any commercial transaction.

8.4 Revenue participation payments to Fleet Builders are calculated and paid entirely from Xplor's Retained Platform Revenue. Crew revenue participation is never reduced or affected by Fleet Builder referrals.

9.1 You agree to use the Platform only for lawful purposes and in accordance with these Terms. You must not:

• Violate any applicable laws, regulations, or industry standards.
• Infringe upon the intellectual property rights of others.
• Transmit harmful, offensive, defamatory, or inappropriate content.
• Attempt to gain unauthorised access to any part of the Platform or its systems.
• Interfere with or disrupt the Platform or its infrastructure.
• Use automated systems, bots, or scrapers to access the Platform without permission.
• Engage in fraudulent, deceptive, or misleading practices.
• Harass, abuse, threaten, or intimidate other Users.
• Impersonate any person, entity, or Xplor representative.
• Collect personal information of other Users without their consent.

10.1 The following activities are strictly prohibited and will result in immediate account termination:

• Submitting false, forged, or fraudulent verification documents or credentials.
• Misrepresenting charter bookings, revenue, or financial information.
• Circumventing the Platform to conduct direct transactions that would otherwise generate Platform Revenue (platform bypass).
• Money laundering, terrorist financing, or other fraudulent financial activities.
• Creating multiple accounts to evade restrictions or manipulate the Platform.
• Manipulating reviews, ratings, CRI+ scores, or referral attributions.
• Using the Platform to facilitate illegal charter operations or unlicensed commercial maritime activity.
• Listing yachts on the Platform without proper authority or owner consent.
• Encouraging crew or other Users to circumvent owner consent requirements.

11.1 Platform Fees. Xplor charges service fees on charter bookings facilitated through the Platform. All applicable fees will be disclosed before you complete a transaction. The fee structure is available on the Platform and may be updated from time to time with notice to affected Users.

11.2 Revenue Participation Payments. Revenue participation payments to crew (under FairSeas) and Fleet Builders (under the Fleet Builder Programme) are calculated on completed charters only. Payments are processed according to Xplor's payment schedule and are subject to verification, dispute resolution, and compliance checks.

11.3 Payment Processing. Payments are processed through third-party payment providers, which may include Stripe and other processors. By using our payment services, you agree to the applicable payment provider's terms of service. Xplor is not liable for payment processing errors, delays, or failures caused by third-party providers.

11.4 Currency. Unless otherwise agreed, all payments are denominated and processed in Euros (€). Currency conversion fees, if applicable, are the responsibility of the recipient.

11.5 Tax Obligations. You are solely responsible for determining and paying all taxes, duties, levies, and social contributions applicable to your use of the Platform and any income received through FairSeas, the Fleet Builder Programme, or any other Platform activity. Xplor does not withhold tax on payments unless required by applicable law. Xplor does not provide tax advice. You are encouraged to seek independent professional tax guidance.

11.6 Withholding & Holds. Xplor may withhold or delay payments if: (a) the underlying transaction is subject to a dispute, cancellation, or refund; (b) your account is suspended or under review; (c) we are required to do so by law, regulation, or court order; or (d) you have not provided valid payment details or required tax documentation.

12.1 Xplor's Intellectual Property. The Platform, including all software, design, content, features, functionality, logos, and branding, is owned by xplorVR Media Group - FZCO and is protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, reverse-engineer, or create derivative works without our express written permission.

12.2 Trademarks. "Xplor," "FairSeas," "FairShare," "CRI+," "CharterBox," "CharterHub," "Dream Charters," "Fleet Builders," and related logos and marks are trademarks of xplorVR Media Group - FZCO. You may not use our trademarks without prior written consent.

12.3 Your Content. You retain ownership of Content you submit to the Platform. By submitting Content, you grant Xplor a worldwide, non-exclusive, royalty-free, sublicensable licence to use, reproduce, modify, adapt, publish, and display such Content in connection with the Platform and Xplor's business operations, including marketing and promotional purposes.

12.4 Content Removal. Xplor reserves the right to remove any Content that violates these Terms, is inaccurate, misleading, or potentially harmful, or that infringes the rights of any third party.

13.1 Xplor collects, processes, and stores personal data in accordance with our Privacy Policy, which forms part of these Terms.

13.2 Xplor complies with applicable data protection laws, including the UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (UAE PDPL) and, where applicable to Users in the European Economic Area, the EU General Data Protection Regulation (GDPR).

13.3 By using the Platform, you consent to the collection, processing, and storage of your personal data as described in our Privacy Policy.

13.4 Users who access personal data of other Users through the Platform (for example, through messaging or crew management features) must handle such data in compliance with applicable data protection laws and must not use it for purposes outside the Platform without the data subject's express consent.

14.1 The Platform includes messaging features (CharterBox) that enable communication between Users. All messages sent through the Platform may be monitored, recorded, and stored by Xplor for safety, compliance, and dispute resolution purposes.

14.2 You must not use the Platform's messaging features to: (a) send spam, unsolicited commercial messages, or bulk communications; (b) harass, threaten, or abuse other Users; (c) share illegal, harmful, or offensive content; or (d) attempt to conduct transactions outside the Platform to avoid service fees.

14.3 By creating an account, you consent to receive communications from Xplor, including transactional emails, platform notifications, and service updates. You may opt out of marketing communications at any time through your account settings.

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

15.1 Xplor does not warrant that: (a) the Platform will be uninterrupted, error-free, or secure; (b) defects will be corrected in a timely manner; (c) the Platform is free of viruses or harmful components; or (d) the results obtained from using the Platform will be accurate or reliable.

15.2 Xplor does not own, operate, crew, inspect, or control any yachts listed on the Platform. Xplor is not responsible for the condition, safety, seaworthiness, legality, or compliance of any yacht, nor for the actions, omissions, conduct, or qualifications of any User.

15.3 Xplor does not guarantee that any yacht will receive charter bookings, that any crew member will receive revenue participation payments, or that any Fleet Builder will earn referral income. Earnings depend on charter market activity, platform adoption, and other factors beyond Xplor's control.

15.4 Any information, data, or content provided through the Platform (including yacht specifications, pricing, availability, and crew profiles) is provided for informational purposes only and should be independently verified by Users before making decisions or entering into transactions.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, XPLOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR LOSS OF ANTICIPATED EARNINGS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE PLATFORM.

XPLOR'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS PAID BY YOU TO XPLOR, OR PAID BY XPLOR TO YOU, IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED EUROS (€100).

16.1 Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, Xplor's liability shall be limited to the maximum extent permitted by applicable law.

16.2 The limitations in this section apply regardless of the legal theory on which the claim is based, whether in contract, tort (including negligence), strict liability, or otherwise, even if Xplor has been advised of the possibility of such damages.

17.1 You agree to indemnify, defend, and hold harmless xplorVR Media Group - FZCO and its directors, officers, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use of the Platform.
• Your violation of these Terms or any applicable law or regulation.
• Your violation of any rights of any third party.
• Content you submit to the Platform.
• Any dispute between you and another User of the Platform.
• Your participation in FairSeas, the Fleet Builder Programme, or any other Platform programme.
• Any yacht listing created by you without proper authority or owner consent.

18.1 Termination by you. You may close your account at any time by contacting Xplor or through your account settings. Closing your account does not relieve you of any obligations incurred prior to termination.

18.2 Termination by Xplor. Xplor may suspend or terminate your account and access to the Platform immediately, without prior notice, if: (a) you breach any material term of these Terms; (b) you engage in fraudulent, illegal, or harmful conduct; (c) you fail to comply with verification requirements; (d) your account is the subject of a legal or regulatory order; or (e) Xplor determines, at its sole discretion, that continued access poses a risk to the Platform or other Users.

18.3 Effect of termination. Upon termination: (a) your right to use the Platform ceases immediately; (b) any licences granted to you under these Terms are revoked; and (c) provisions that by their nature should survive termination shall survive, including intellectual property, disclaimers, limitation of liability, indemnification, and governing law.

18.4 Outstanding payments. For FairSeas participants, outstanding revenue participation balances attributable to completed charters will be processed according to the standard payment schedule, subject to any holds, disputes, or compliance reviews. For Fleet Builder participants, termination payments are governed by the Fleet Builder Programme Terms.

19.1 Governing Law. 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 Informal Resolution. Before initiating any formal dispute resolution, you agree to contact Xplor and attempt to resolve any dispute informally through good-faith negotiation within thirty (30) days of written notice of the dispute.

19.3 Arbitration. If the dispute cannot be resolved informally, 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. The arbitral award shall be final and binding on both parties.

19.4 Class Action Waiver. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action against Xplor.

19.5 Urgent Relief. Nothing in this section prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction where necessary to protect that party's rights or interests.

20.1 Xplor reserves the right to modify these Terms at any time. We will notify you of material changes by publishing updated Terms on the Platform and updating the effective date. For material changes that affect your rights or obligations, we will provide at least thirty (30) days' notice via email or platform notification.

20.2 Your continued use of the Platform after the effective date of any changes constitutes acceptance of the updated Terms. If you do not agree to the modified Terms, you must stop using the Platform and close your account.

20.3 We encourage you to review these Terms periodically. The current version is always available at xplor.io/terms.

21.1 Entire Agreement. These Terms, together with the Privacy Policy, Fleet Builder Programme Terms, and any additional terms for specific Platform features or programmes, constitute the entire agreement between you and Xplor.

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

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

21.4 Assignment. You may not assign or transfer your rights or obligations under these Terms without Xplor's prior written consent. Xplor may assign its rights and obligations to any successor entity, affiliate, or acquirer without restriction.

21.5 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, sanctions, or failure of telecommunications infrastructure.

21.6 Notices. Notices to Xplor should be sent to legal@xplor.io. Notices to you will be sent to the email address associated with your Xplor account or published on the Platform.

21.7 Language. These Terms are drafted in English. In the event of any conflict between the English version and any translation, the English version shall prevail.