Owner and Captain Agreement

Platform. Nava operates an app (the “Platform”) that connects riders with Owners and Captains for private boat rides between marinas, docks, and waterfront properties that partner with Nava (“Dock Partners”).

Independent contractor. You are an independent contractor operating your own business, and you are not Nava’s employee, partner, joint venturer, or agent. You decide when to be available and whether to accept any ride request, and you control how each ride is operated, including the route and the handling of the vessel. Nothing in this Agreement entitles you to wages, benefits, or workers’ compensation from Nava.

What Nava does. Nava provides a technology platform that lets riders request rides and lets you accept them, sets ride prices, and collects ride payments on your behalf. Nava does not own, operate, charter, or crew any vessel, does not provide transportation services, and does not direct how you navigate or operate a vessel.

Expenses and other platforms. You are responsible for all costs of operating your business, including fuel, maintenance, licenses, insurance, and dockage outside Dock Partner locations. Nava does not provide benefits, equipment, or training. You may offer rides through other platforms or on your own, except as limited by Section 5.

Payment agent. You appoint Nava as your limited agent to collect ride payments from riders. A rider’s payment to Nava satisfies the rider’s payment obligation to you, and your right to that payment is solely against Nava.

Captain’s authority. The Captain is in command of the vessel and may refuse, delay, or end any ride for reasons of safety, weather, intoxication, misconduct, or legal compliance.

Before your first ride, and at all times while you are active on the Platform, you must meet the following minimum requirements:

Captain license. The Captain holds and maintains a valid U.S. Coast Guard Operator of Uninspected Passenger Vessels (OUPV) license for rides with up to six paying passengers, or the applicable Coast Guard Master credential for rides with more than six paying passengers.

Vessel. Each vessel you list is properly documented or registered and authorized for the commercial passenger operations offered on the Platform. A vessel carrying more than six paying passengers must hold a valid Coast Guard Certificate of Inspection. Each vessel must be seaworthy, properly maintained, and equipped with all required safety equipment.

Authority over the vessel. The Owner owns each vessel it lists or has the legal right to offer it for rides on the Platform, and that use is permitted under any loan, lease, marina agreement, or insurance policy that applies to the vessel.

Insurance. The Owner maintains commercial marine insurance for each vessel covering the carriage of passengers for hire, with liability limits of at least $1,000,000 per occurrence. The policy must include a blanket additional insured endorsement covering Nava and any party Nava is contractually required to name, including each Dock Partner, and a waiver of subrogation in favor of the same parties. Your insurance is primary for all rides. You will provide a certificate of insurance before your first ride and at each renewal, and will give Nava at least 30 days’ notice before any cancellation or material reduction in coverage.

Drug testing. Each Captain is enrolled in a drug testing program that complies with Coast Guard requirements.

Background checks. Each Captain, and each Owner who is an individual, will complete Nava’s separate background check disclosure and authorization form and consents to a background check and a review of boating and driving records by Nava or its provider.

Compliance with law. You comply with all federal, state, and local laws that apply to carrying passengers for hire, including Coast Guard rules on licensing, manning, passenger limits, safety equipment, and vessel eligibility.

Proof and updates. You will upload proof of these requirements in the app and keep it current. You will notify Nava within 24 hours if any license, certificate, registration, or insurance policy lapses, is suspended, or changes. You may not accept rides while any of these requirements is not met. Letting a requirement lapse, or not telling Nava when it does, is a breach of this Agreement and may result in immediate suspension. Nava may verify your documents but is not responsible for your compliance.

Accepting rides. You are free to accept or decline any ride request. Once you accept a ride, you will complete it unless safety, weather, or legal compliance requires otherwise. Nava may limit or suspend your access if you repeatedly cancel rides after accepting them.

Passenger limits. You will never carry more passengers than the vessel’s legal capacity or the capacity listed for it in the app.

Approved operators and vessels. Only Captains who have accepted this Agreement and been approved in the app may operate a vessel on a Nava ride, and only vessels approved in the app may be used. Each Owner is responsible for making sure that only approved Captains operate its vessels on Nava rides.

Pick up and drop off. You will pick up and drop off riders only at Dock Partner locations or other locations approved in the app. You will follow each Dock Partner’s posted rules and staff instructions and will not wait or dock at a Dock Partner location beyond what it permits.

Alcohol and conduct. The Captain will not operate a vessel under the influence of alcohol or drugs and will not drink alcohol while on duty. Riders may bring alcohol only if the Captain permits it, as provided in the Rider Terms of Service. You will treat riders and Dock Partner staff professionally and will not discriminate against any rider. You will allow service animals on board as required by law.

Weather. The Captain decides whether conditions are safe. You will not be penalized for cancelling or ending a ride early for weather or safety reasons.

Using the app. You will keep the app running with location sharing turned on from the time you accept a ride until the rider is dropped off.

Incidents. You will report any accident, injury, property damage, or contact with law enforcement or the Coast Guard during a ride to Nava within 24 hours, make any report required by law, and cooperate with any investigation.

Pricing. Nava sets the price of each ride using its rate card, and riders pay one all in price shown in the app. You may accept or decline any ride request at that price.

Collection. Nava collects payment from riders through its third party payment processor. To receive payouts, you must connect an account through the processor in the app and agree to the processor’s terms, including providing your tax information to the processor.

Distribution. From the fare for each completed ride, Nava keeps its commission set out in Exhibit A, and the rest of the fare is paid out to you as described below. Nava pays any Dock Partner fees out of its own commission.

Payouts. Payouts are made through Nava’s payment processor to the account you connect in the app, on the processor’s payout schedule. Each Owner sets in the app the share of the fare that each of its Captains receives, and Nava pays the Owner and each Captain their shares directly. Any disagreement between an Owner and its Captains about their shares is between them.

Tips. Riders may add an optional tip in the app. Nava does not take a commission on tips, and 100% of each tip is paid to the Captain with the Captain’s next payout. Tips are not part of the fare, and they are never reversed or deducted from your payouts, even if the fare is later refunded.

Cancellation and no show fees. 100% of any cancellation or no show fee collected from a rider for a ride you accepted is paid to you, divided between the Owner and the Captain in the same way as the fare. Nava takes no commission on these fees.

Damage and cleaning. To seek damage or cleaning charges from a rider, you must submit a claim with photos in the app within 48 hours after the ride. Nava will try to collect the charge on your behalf under the Rider Terms of Service but does not guarantee collection.

Refunds and chargebacks. Nava may deduct a refund or chargeback for one of your rides from future payouts only if it resulted from the Captain cancelling or not showing up, a problem with the vessel, or the conduct of the Owner or Captain. Nava bears refunds and chargebacks for any other reason. If future payouts are not enough to cover a deduction, you will repay the amount within 7 days of Nava’s request.

Changes to fees. Nava may change Exhibit A on 30 days’ notice. Accepting rides after the change takes effect means you accept it.

Taxes. You are responsible for your own taxes. Where the law requires Nava to collect and remit taxes on fares, Nava will do so before paying you. Nava or its payment processor will issue any tax forms required by law, using the tax information you provide to the processor.

While this Agreement is in effect and for 12 months after it ends, you will not solicit riders you met through Nava to book rides outside the Platform, or accept payment outside the Platform for rides with those riders. Nava may charge a fee of $500 for each such ride, deducted from your payouts, and may suspend your account.

Ride data. Nava records the route, timing, and payment details of each ride. You consent to this tracking while you are available for or on a ride. Nava may share ride data with Dock Partners and service providers, and with its investors, auditors, and independent verifiers to confirm Platform performance.

Rider information. You will use rider information only to complete rides, will keep it confidential, and will not use it for marketing or any other purpose.

Nava’s information. You will keep confidential any nonpublic information about Nava, its pricing, its Dock Partners, and its business that you receive through the Platform.

Your profile. You allow Nava to display your name, photo, vessel details, and ratings in the app and to use them to promote the Platform.

Photos and video. Nava may arrange photo and video shoots of your vessel and Captains, scheduled with you in advance for each shoot. Nava owns all photos, video, and other content from these shoots and may use it to promote the Platform.

Nava’s brand. You may not use Nava’s name or logo on your vessel or in your own marketing, except for materials Nava provides to you for that purpose.

Your responsibility. You are responsible for the operation of the vessel, the safety of passengers, and compliance with law on every ride.

Indemnity. The Owner of a vessel and the Captain operating it on a ride will, jointly and severally, defend and indemnify Nava and each Dock Partner against all claims, losses, and expenses, including reasonable attorneys’ fees, arising from the operation of the vessel, any ride you provide, your breach of this Agreement, your violation of law, or your negligence or misconduct. Nava will notify you promptly of any claim and reasonably cooperate in its defense, at your expense.

Nava’s liability. Nava is not liable to you for indirect, incidental, special, consequential, or punitive damages. Except for Nava’s obligation to pay you amounts collected for your rides, Nava’s total liability to you is limited to the commissions Nava retained from your rides in the 12 months before the claim arose.

Term. This Agreement continues until either party ends it. Either party may terminate it at any time by notice in the app or by email.

Suspension. Nava may suspend your account immediately if any requirement in Section 2 lapses, if a safety complaint is made, while an incident is investigated, or if you breach this Agreement.

After termination. Nava will pay you amounts owed for completed rides, less permitted deductions. Sections 4, 5, 6, 7, and 9 survive termination.

Talk to us first. Before starting any proceeding, please contact Nava at info@ridenava.com so we can try to resolve the issue informally. If we cannot resolve it within 30 days, either of us may start a proceeding under this Section.

Arbitration. Any dispute between you and Nava arising from this Agreement or the Platform will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Hearings will take place in Miami-Dade County, Florida, or remotely. This section is governed by the Federal Arbitration Act to the extent it applies, and otherwise by the Florida Arbitration Code.

Court orders. Either party may ask a court to stop a breach of Section 5 or Section 6 while a dispute is being resolved, without waiving arbitration.

No class actions or jury trials. You and Nava each waive the right to a jury trial and to participate in a class or representative action.

Governing law. This Agreement is governed by Florida law and applicable federal law, including general maritime law where it applies. Any dispute not subject to arbitration will be heard in the state or federal courts in Miami-Dade County, Florida.

Changes. Nava may update this Agreement on 30 days’ notice by email or in the app, and for material changes Nava may ask you to accept the updated Agreement in the app. Accepting rides after an update takes effect means you accept it. If you do not agree, you may terminate under Section 8 before the update takes effect. Updates apply only going forward and do not apply to any dispute that arose before the update took effect.

Assignment. You may not transfer this Agreement. Nava may assign it in connection with a merger, acquisition, or sale of its business.

Third party beneficiaries. Each Dock Partner is an intended third party beneficiary of the insurance requirements in Section 2 and the indemnity in Section 7 and may enforce them directly. No other person has rights under this Agreement.

Notices. Nava will send notices to the email address on your account. You may send notices to Nava at the contact details below.

Electronic acceptance. You accept this Agreement by checking the box in the app or on the Nava portal, in your role as an Owner, a Captain, or both. Nava keeps a record of the version you accepted and the date, time, and IP address of your acceptance. Electronic acceptance has the same effect as a handwritten signature.

Entire agreement. This Agreement, including Exhibit A, is the entire agreement between you and Nava regarding the Platform. If any provision is unenforceable, the rest remains in effect.

Contact. Nava Technologies Inc., 407 Lincoln Road, Suite 6H 1353, Miami Beach, FL 33139, info@ridenava.com.

Nava commission. 30% of the fare for each completed ride. Nava keeps this amount as its fee for providing the Platform and processing payments, and pays any Dock Partner fees out of it.

Your payout. 70% of the fare for every completed ride, divided between the Owner and the Captain as the Owner sets in the app. The Captain also receives 100% of any tips, and you receive 100% of any cancellation or no show fees, as described in Section 4.

Payout schedule. Payouts are made through Nava’s payment processor to the account you connect in the app, on the processor’s schedule.

Fare. The fare is the price the rider pays for the ride itself. It does not include taxes, tips, or cancellation, no show, cleaning, or other fees, which are handled as described in Section 4.

Example. If a rider pays a $100 fare and adds a $15 tip, Nava keeps $30, and the boat receives $70, divided between the Owner and the Captain as the Owner sets in the app. The Captain also receives the full $15 tip. If the ride begins or ends at a Dock Partner location, Nava pays the Dock Partner out of its $30, so your payout does not change. Any taxes are charged to the rider on top of the fare and are not deducted from your payout.