Dock Partner Agreement

Permission to use the dock. The Dock Partner allows Captains approved by Nava to use the area described in Schedule 1 (the “Designated Area”) at the property listed there (the “Property”) to pick up and drop off riders booked through the Platform.

No lease. This Agreement grants a nonexclusive permission to use the Designated Area. It is not a lease and does not give Nava or any Captain any interest in the Property. The Dock Partner keeps full control of the Property.

Nonexclusive. Each party may work with other platforms, marinas, or operators.

Dock rules. Captains will use the Designated Area only during the hours and within the limits in Schedule 1, and will follow the Dock Partner’s posted rules and staff instructions. Pick ups and drop offs do not include fueling, overnight docking, or berthing unless the Dock Partner agrees separately.

No charges to riders or Captains. The Dock Partner will not charge riders or Captains dockage, landing fees, minimum spends, or any other charge for pick ups and drop offs under this Agreement. The revenue share in Section 3 is the Dock Partner’s full compensation for them.

Removing a Captain. The Dock Partner may refuse access to any Captain or vessel for safety reasons or for breaking its rules. At the Dock Partner’s request, Nava will promptly block that Captain from using the Property through the Platform.

No staff required. The Dock Partner is not required to provide staff, equipment, or services for pick ups and drop offs.

Marketing and signage. Nava may use the Dock Partner’s name, logo, and photos of the Property in the app, on its website and social media, and in advertising and press materials. The Dock Partner will display Nava signage and QR codes at the Designated Area, in locations the Dock Partner approves. Neither party will publicly announce this partnership before Nava’s public launch.

Temporary suspension. The Dock Partner may suspend access immediately for safety, severe weather, hurricane preparations, emergencies, or dock maintenance, and will notify Nava as soon as practical.

Amount. For each Qualifying Ride, Nava will pay the Dock Partner the percentage of the ride fare set out in Schedule 1 (the “Revenue Share”). A “Qualifying Ride” is a completed ride that begins or ends at the Property. The ride fare is the amount the rider pays for the ride, excluding taxes, tips, and cancellation or other fees.

Rides between two Dock Partners. If a Qualifying Ride begins at one Dock Partner location and ends at another, the combined revenue share paid to both Dock Partners will not exceed 15% of the fare. If it would, each Dock Partner’s share is reduced proportionally.

Payment. Nava pays the Revenue Share through its payment processor to the account the Dock Partner connects in the Nava Dock app or portal, on the processor’s payout schedule. The Dock Partner can see its Qualifying Rides and earnings at any time in the Nava Dock app and portal.

Refunds and adjustments. If a rider is refunded for a Qualifying Ride, no revenue share is due on the refunded amount, and Nava may adjust the next payment to reflect it.

Questions about records. If the Dock Partner has a question about its ride or earnings records, it may contact Nava within 60 days after the ride, and Nava will provide the ride records needed to answer it.

Payment details. To receive payments, the Dock Partner will connect an account through the payment processor and agree to its terms, including providing its tax information to the processor.

No guaranteed volume. Nava does not guarantee any number of rides, any amount of revenue, or any launch date.

Dock Partner. The Dock Partner is responsible for confirming that allowing pick ups and drop offs at the Designated Area is consistent with its permits, leases (including any submerged land lease), zoning, and governing documents. The person accepting or signing this Agreement for the Dock Partner has authority to do so, including any board or association approval those documents require.

Nava. Nava requires every Captain on the Platform to hold the Coast Guard credentials and commercial marine insurance described in Nava’s Owner and Captain Agreement. Nava checks these documents before approving a Captain and at each renewal. If Nava learns that a Captain no longer meets those requirements, Nava will suspend that Captain from the Platform until the issue is resolved.

Each party’s own compliance. Each party will comply with the laws that apply to its own business. Neither party is responsible for the other’s compliance with law.

Captain insurance and indemnity. Under the Owner and Captain Agreement, vessel owners must carry commercial marine insurance with a blanket additional insured endorsement that covers Nava and any party Nava is contractually required to name, including each Dock Partner, and owners and captains must indemnify each Dock Partner for claims arising from their rides. The Dock Partner is an intended third party beneficiary of those provisions and may enforce them directly. Nava will provide certificates of insurance for any Captain on request.

Dock Partner insurance. The Dock Partner will maintain commercial general liability insurance covering the Property, including the Designated Area, with limits of at least $1,000,000 per occurrence, and will provide a certificate of insurance on request.

Indemnity by Nava. Nava will defend and indemnify the Dock Partner and its owners, officers, directors, employees, and agents against third party claims, including reasonable attorneys’ fees, arising from (a) Nava’s breach of this Agreement, (b) the negligence or willful misconduct of Nava or its employees, or (c) any security breach involving rider information in Nava’s systems. This indemnity does not cover claims arising from the operation of a vessel, which are covered by the owner and captain indemnity described above, or claims arising from the condition of the Property or the Dock Partner’s own negligence.

Indemnity by the Dock Partner. The Dock Partner will defend and indemnify Nava and its officers, directors, employees, and agents against third party claims arising from the condition of the Property or the Dock Partner’s breach of this Agreement, negligence, or misconduct.

Indemnity process. A party seeking indemnity will notify the other party promptly, allow it to control the defense with counsel reasonably acceptable to the party seeking indemnity, and cooperate at the indemnifying party’s expense. The indemnifying party will not settle a claim in a way that admits fault on behalf of the other party without its consent.

Limits. Neither party is liable to the other for indirect, incidental, special, consequential, or punitive damages, except for amounts owed under the indemnities above.

Rider information. Nava shares rider information with the Dock Partner only as needed for a ride. The Dock Partner will use it only for that purpose and will not use it for marketing.

Confidentiality. Each party will keep the terms of this Agreement, including the revenue share, and any nonpublic information it receives about the other confidential, except as required by law or shared with its advisors.

Term. This Agreement starts on the Effective Date and continues for 12 months, renewing automatically for successive 12 month periods.

Termination. Either party may terminate this Agreement at any time on 30 days’ written notice, or immediately if the other party materially breaches it or for safety reasons.

After termination. Nava will pay any revenue share earned before termination. Sections 5 and 6 survive termination.

Governing law and courts. This Agreement is governed by Florida law. Any dispute will be heard in the state or federal courts in Miami-Dade County, Florida, and each party waives its right to a jury trial.

Changes. Any change to this Agreement must be in writing and accepted or signed by both parties. Schedule 1, including the Revenue Share, may be updated by written agreement, including by email or through the Nava Dock portal, without amending the rest of this Agreement.

Relationship. The parties are independent. This Agreement does not create a partnership, joint venture, or agency relationship.

Assignment. Neither party may assign this Agreement without the other’s consent, except that Nava may assign it in connection with a merger, acquisition, or sale of its business, and the Dock Partner may assign it to a buyer of the Property.

Notices. Notices must be sent by email to the email address associated with each party’s account or signature block, with a copy to any other address a party designates.

Entire agreement. This Agreement, including Schedule 1, is the entire agreement between the parties on its subject. If any provision is unenforceable, the rest remains in effect. This Agreement may be signed electronically and in counterparts.

Acceptance. The Dock Partner may accept this Agreement by checking the box in the Nava Dock app or portal, and Nava keeps a record of the version accepted and the date, time, and IP address of acceptance. If the Dock Partner prefers a countersigned copy, the parties may also sign the optional signature page below. Either form of acceptance is binding.

Property name and address. [Name and street address of the marina, dock, or building.]

Revenue Share. 5% of the ride fare for each Qualifying Ride.

Designated Area. [Description of the dock, slip, or area used for pick ups and drop offs.]

Hours. 7:00 a.m. to 10:00 p.m., daily

Vessels at one time. No more than one Nava vessel at the Designated Area at a time.

Maximum wait. 10 minutes per pick up or drop off.

Dock Partner operations contact. [Name, phone, and email.]

Additional rules. [Any rules specific to the Property, or attach the Dock Partner’s posted rules.]