Tour Supplier Agreement

 This “Tour Provider Agreement” (the “Agreement“) is between you (“Provider“) and WANNABOATS SERVICIOS NAUTICOS, S.R.L., hereinafter WannaBoats.

By clicking on the “I accept the Terms and Conditions of Use” button, you agree to this Agreement and agree to the Terms and Conditions of the wannaboats.com website and its attachments, all of which are incorporated into this Agreement. If the Provider is in this Agreement on behalf of a company or other legal entity, the Provider declares that it has the authority to force such entity to comply with these terms and conditions, in which case the term “Provider” shall refer to that entity. Please read the following terms and conditions carefully, and do not agree to become a WannaBoats Provider user until after you do so. By agreeing to become a Provider of WannaBoats and by providing the Tour Services of the Provider for sale and distribution through the distribution channel representing the WannaBoats website, you agree to these terms of this Agreement, including, without limitation, all the obligations imposed on Providers. If the Provider does not wish to consent, or does not have the authority to sign this agreement, do not register to become a WannaBoats Provider user and do not provide WannaBoats with Provider Tour Services for resale and distribution through Distribution of WannaBoats.

Agreement

General Description: The Provider undertakes to provide certain services, activities and tour/excursions related to maritime activities (hereinafter “Services”) that WannaBoats can market and distribute through third party websites affiliated with the company, whether online or not, in the distribution channels (“Distribution Channels”) for their purchase (ie bookings) by customers (“Customers”), as described later in this Agreement.

Currency: All figures in this Agreement are expressed in US dollars.

Term: This Agreement will be effective as of the Effective Date (defined below) and will remain in force thereafter, unless terminated in accordance with this Agreement. Either party may terminate this Agreement (a) with 30 days written notice to the other party of its intention to terminate this Agreement, (b) immediately upon written notice to the other party, if any other Party breaches this Agreement and does not remedy such breach within 15 days of written notice of such breach, or (c) immediately following a bankruptcy event by the Provider or if the Provider ceases to do business in the supposed order. Provider shall comply with all Services bookings made prior to the termination or expiration of this Agreement, unless requested by WannaBoats. In addition, upon termination or expiration of this Agreement, Provider shall immediately suspend access to and use of wannaboats.com, its technology and other products, services, content, and materials provided by WannaBoats to Provider under this Agreement. Likewise, the Provider will no longer have the right to publish Provider Tour Services available through WannaBoats distribution channels.

Schedules: In addition to the accompanying WannaBoats Terms and Conditions, the documents attached to this Agreement are attached to this Agreement and consist of the following:

Schedule A – Terms of payment

Schedule B – Insurance

Schedule C – Operational Procedures and Technology

The parties may mutually agree to add additional attachments as schedules during the Term, and all such attachments shall be prepared by a duly authorized representative of each party. Such annexes shall be deemed to be incorporated by reference to this Agreement and subject to all terms and conditions thereof.

Notices: Unless otherwise specified, all notices under this Agreement will be made by email and will be sent to WannaBoats in the email account (owners@wannaboats.com) and to the Provider at the email address provided to WannaBoats in the account registration process. All such notices shall be deemed to have been given upon receipt.

WANNABOATS TERMS AND CONDITIONS

1. RATES, CHARGES and PAYMENTS.

The Provider shall provide the fees for its Services and such additional charges as may be required to market its Services in accordance with this Agreement. The Provider represents and warrants that the net wholesale fees (“Net Price”) offered to WannaBoats are the lowest net rates offered by the Provider to any distributor of its Tours Services. If the Provider offers its Services or enters into an agreement to provide its Services to a third party (including, without limitation, through any other distribution channel, such as discount coupons or other direct selling websites) for a fee (Including, without limitation of any Fare) of the Net Prices in effect at that time provided to WannaBoats, then the Provider shall promptly notify WannaBoats and provide to WannaBoats such a lower price or rate or discount or formulates retroactively to the date it first provided to any other third party. If Provider does not comply with this provision, WannaBoats shall have the right, in its sole discretion, to suspend or terminate this Agreement with Provider with prior written notice to the Supplier of fifteen (15) days.

For each Service, the Provider will provide WannaBoats with the following Rates: Net Price (ie Net Wholesale Rate) and Suggested Retail Price. Net Price will include all applicable fees per person, all taxes and other applicable charges. Provider shall be solely responsible for the payment of any and all applicable taxes, including, without limitation of value added, sales taxes and tax relief, and any other taxes applicable to the resale of its Services (“Taxes”). WannaBoats has the right to set the selling price of each Service. The Net Prices provided by the Provider shall be valid for a minimum of one (1) year from the date on which the Net Price is provided by the Provider and shall apply to all Reserved Services, while such net rates are in force. If the Provider cannot provide WannaBoats with an updated Net Price or confirm the continuity of the current Net Price at that time, WannaBoats may extend the current Net Price at that time for an additional period of one (1) year and Provider will comply with all The reservations of the Service with this same Price until the Provider provides an updated Net Price. If the Provider provides updated information of its Net Price, WannaBoats will have a maximum of two (2) weeks to implement this type of Net Price and WannaBoats will have to pay the previous Net Price for all booking Services during this period of time.

WannaBoats will pay the Net Price owed to the Supplier under the Contract and in accordance with the terms of payment set out in Schedule A. With respect to any amount to be paid by WannaBoats under this Agreement, WannaBoats may compensate the Amount or any other amount that Provider is required to pay to WannaBoats or for which Provider is required to reimburse WannaBoats under this Agreement.

WannaBoats will be responsible for collecting funds from final clients for bookings of Services purchased by customers through Distribution Channels. WannaBoats will be responsible for the related commercial costs that may be incurred and incurred by WannaBoats in collecting these funds.

2. AVAILABILITY, SERVICE UPDATES.

Provider shall follow the operating procedures set out in Schedule C, including, without limitation, those with respect to Bookings of Services, changes and availability, and any updating or revision of the Schedule C document as may be provided by WannaBoats to the Provider occasionally. WannaBoats will endeavor to offer at least ten (10) business days written notice before any updates or revisions made in the Schedule C document enter into force.

If the Provider cancels a Tour Service or no longer markets a Tour Service to a clients (for example, a date with depleted reservations) after a Final Client has booked the service or Services but has not yet received the service, the Provider shall consider to fulfill the Customer’s entire satisfaction. If a Customer cannot be satisfied, the Provider agrees that WannaBoats may process a refund or refund for that Customer. In this situation, no payment will be owed to the Provider (and WannaBoats will not be obligated to pay) any amount (s) of that booked service, and any amount(s) already paid for the booked service would then be adjusted in any payment later contracted by WannaBoats. WannaBoats reserves the right to charge reasonable fees related to the above, including but not limited to merchants and customer service fees.

3. CANCELLATION OF CUSTOMERS.

The Provider will not directly accept cancellations of the Final Clients for the Booked Services. Cancellations of the booked Services must be made by the Final Client directly through WannaBoats within the applicable cancellation period, as set out in Schedule C. WannaBoats has no obligation to make refunds to Final Clients who contact WannaBoats to make the Cancellation within the applicable term. In the event of a Customer cancellation due to a case of force majeure, WannaBoats shall not be obligated to pay the Net Price for the Service, provided that WannaBoats has received sufficient evidence from the Client to show that the event of force majeure has prevented The Final Client to use the Booked Services.

4. CLIENT CONTACT; CUSTOMER SERVICE.

If the Provider has to contact a Final Client in connection with the provision of the booked Services by final client, the Provider shall follow the procedures set forth in this Agreement, including those described in Schedule C, and any other reasonable process and procedure that WannaBoats may make available to the Provider at any time.

The Provider must ensure an effective customer service process, including responding to any Final Client complaints in writing (for example, by e-mail or through a digital interface made available by WannaBoats) within five (5) days after to receive the Client’s complaint. WannaBoats reserves the right at any time to respond to Client’s complaints, including contacting Final Client directly; However, before resolving any complaints and / or providing compensation to Final Clients, WannaBoats will always first counter the complaint with the Provider. If WannaBoats provides compensation to a Final Client in connection with a claim provided by the same Client, the Provider shall not waive any amount for the Booked Service (and WannaBoats shall not be liable to pay) any amount for the Service(s), and any amounts already paid by such Service(s), may be deducted from any subsequent payment made by WannaBoats to Provider.

After a Client has booked a Service, Provider shall not contact such Final Client for marketing or sale of Provider Services, activities or other products to such Customer, or for any purpose other than to comply with the Service purchased or to respond to a Client’s demand.

5. INSURANCE.

The Provider must comply with the insurance requirements set out in Schedule B, as well as providing a copy of the current Insurance to WannaBoats in case it is requested.

6. DISTRIBUTION.

WannaBoats reserves at its sole discretion any changes that may be made to the Distribution Channels used and to the placement of the Services within the Distribution Channels. WannaBoats will be responsible for any type of commission(s) with the fees of other intermediaries applicable for the sale of the Services through the Distribution Channels.

7. PROVIDER CONTENT AND MATERIALS.

Provider hereby declares and agrees to grant to WannaBoats a non-exclusive, perpetual, irrevocable, transferable, sublicensable (one or more levels) license with worldwide rights to reproduce, modify, change format, create derivative works based on (“Provider Content”) (i) to advertise, market, promote and distribute the Services on or through the Website, and to make any other use of the texts, images, videos and other content and materials provided by the Provider of the Distribution Channels, including, without limitation, the WannaBoats websites and their Distribution Channels, (ii) to advertise, market and promote the destinations and maritime activities or services, on or through the Distribution Channels, and for marketing and promotion of Distribution Channels in general, provided however that WannaBoats shall not have the right to use Provider Content to market or promote other Competitive Services, and (iii) to perform any contractual obligations by WannaBoats and exercise the rights of WannaBoats under this Agreement. Provider hereby represents, warrants and agrees that (a) Provider has or has sufficient rights to grant the rights granted to WannaBoats in this Agreement with respect to all Content that the Provider provided to WannaBoats, (b) Provider Content (And WannaBoats in the exercise of your rights with respect to the Content of the Provider) will not be infringed, infringed or misappropriated of the rights of Intellectual property of third parties, including without limitation all copyright or trademark rights or rights of privacy or publicity. Provider acknowledges and agrees that WannaBoats will own all rights, title and interest in and to any Service derived from Provider Content created by or on behalf of WannaBoats, either before or after the Effective Date, and hereby assigns To WannaBoats any and all of the rights, titles or interest that the Provider has with this type of derivative works.

8. PROVIDER’S CONDUCT; NOT SUBCONTRACTORS.

The Provider hereby represents, warrants and agrees that: (a) Provider has and maintains all records, licenses, permits, approvals and authorizations applicable to the Provider’s business and the provision of the Services provided by the Provider, and Provider agrees too that WannaBoats may at any time request to the Provider to provide a Copy of the necessary licenses and permits to carry out the activity and services provided by the Provider with the vessels that will be registered on the WannaBoats website; (B) the Provider must ensure that the activities, excursions and Services provided by the Provider (as well as the provision of all of the foregoing shall be provided by the Provider, including, without limitation, all matters relating to the provision of Services to Final Clients) will be operated and provided in good faith and in accordance with standards consistent with the best practices of the tourism industry and maritime activities and recommended based on the nature of the Provider Services. The Provider will also carry out the verification of the background of its personnel; (C) Provider’s staff will be properly trained, have all the skills necessary to comply with the Services offered by the Provider, and will perform the Services in a professional manner, consistent with industry best practices; And (d) Provider shall comply with all applicable laws and local regulations (including special fire measures, health and safety procedures, and consumer protection and data privacy laws). In addition, the Provider declares, guarantees and agrees that it will comply with the WannaBoats Provider Code, which details the code of conduct to be followed by Provider (wannaboats.com/provider-code-of-conduct), which can be updated From time to time by WannaBoats. Provider may not subcontract or transfer any of its rights or obligations under this Agreement; However, the Provider may subcontract the performance of the Services with the prior written consent of WannaBoats (consent which may be provided by WannaBoats via email). In the event that the Provider uses a subcontractor, the Provider shall be responsible for compliance by the contractor with the terms and conditions of this Agreement, and shall also be responsible for any breach or breach of the failure to supply and fulfill the Services from the Provider. If WannaBoats considers that Provider is in breach of this Agreement (including, without limitation, the representations, warranties and covenants of this Agreement acquired by Provider through this act), WannaBoats may terminate this Agreement in its sole discretion. If WannaBoats terminates this Agreement in accordance with the foregoing, WannaBoats may require Provider (and Provider to) comply with all booking for Services made prior to termination or assist WannaBoats in acquiring alternative suppliers to comply with such purchase of Services (in that case, WannaBoats shall not owe any amount to the Provider, nor shall WannaBoats be liable to pay, the Fees for such Services, and any amounts already paid for such Services shall be returned as soon as possible to WannaBoats).

9. TRADEMARKS.

The Provider grants to WannaBoats the right to, and the right to authorize its Distribution Channels, to use and display the names, logos and trademarks of its Services, as well as those of the Supplier itself, even to be able to display the name, logos , Trademarks and used marks of third parties used by the Provider with respect to its Services (together, all the above described will be known as the “Marks”), in each case, in order to publicize the availability of the Services, as well As well as the marketing and promotion of the Services through the Distribution Channels; However, WannaBoats may not issue a similar press release or public announcement using the Provider’s names, logos or trademarks without the prior written consent of the Provider. The Provider represents and warrants that it has all rights and licenses necessary to grant the rights granted in this Section 9 WannaBoats.

10. CONFIDENTIALITY; PRIVACY.

Any confidential or private information disclosed by or on behalf of a party to the other party during the term of this Agreement, including, without limitation, all information relating to the types of Services, fees and margins, Distribution Channels , The WannaBoats technology, and the terms of this Agreement, are “Confidential Information”. The party receiving the confidential information of the disclosing party shall not, during or after the term of this Agreement (a) use such confidential information by the receiving party for any other purpose than to carry out the obligations or exercise the rights of the receiving party under this Agreement, and (b) disclose such confidential information to third parties. Notwithstanding the foregoing, the obligations of this section do not apply to information that is: (I) generally publicly available, without any obligation of confidentiality, other than for breach of this Agreement by the receiving party; (II) legitimately received by the receiving party from a third party without any obligation of confidentiality; (III) legitimately known by the receiving party without restriction on its disclosure; Or (IV) in general, made available to third parties by the disclosing party and without restriction of disclosure. Upon termination of this Agreement, or at the request of the disclosing party, the receiving party shall return all Confidential Information of the disclosing party, held by the receiving party or under the control of the receiving party, and shall cease to use such Confidential Information.

The Provider must comply with all applicable laws and the Privacy Policy of WannaBoats (available on the WannaBoats website and may be updated from time to time by WannaBoats in its sole discretion) with respect to use and disclosure by party From the Provider of the information received from the Final Clients and provided by WannaBoats to the Provider, information acquired or received by the Provider in the exercise of his rights or in the fulfillment of his obligations under this Agreement. Provider shall use such Client’s information only for the purpose of providing Clients with any details of the services reserved by such Final Client through WannaBoats. For all Client information (including, without limitation, Client’s information provided by WannaBoats to the Provider) in the possession of the Provider or under the control of the Provider, the Provider shall adopt and shall adhere to a privacy policy in Consistent with local laws, rules, regulations, as well as WannaBoats’ Privacy Policy and guidelines; (B) employ reasonable, industry, technical and administrative standards to protect Client’s information, including, without limitation, the storage of Client’s information in secure environments that are not publicly accessible and made available in General security measures in place at the Provider’s premises against loss, misuse, corruption, unauthorized disclosure, or alteration of information by Provider’s employees or by third parties; And (c) ensure that any collection, use and disclosure of Clients information obtained by Provider under the Agreement complies with all laws, regulations and privacy policies. The Provider agrees not to send any unsolicited commercial e-mail or other online communication (eg “spam”) to Clients. For the purposes of this Agreement, the “Client Information” means the name, postal address, telephone number, email address, IP address, ordering information and order processing and any other Customer data Which is not public, as well as any information made available to the Provider as a result of the commercial relationship between the Provider and WannaBoats and as well as any information received through purchases made by the Clients to the Provider through the WannaBoats Distribution Channels .

11. MUTUAL REPRESENTATIONS AND WARRANTIES; LIMITATION OF WARRANTIES.

Each party represents and warrants to the other party that (a) the party it represents and warrants has all the power and authority to formalize this Agreement and to fulfill its obligations under this agreement and (b) the execution, delivery and Performance of this agreement, does not contravene or constitute a breach with, and is not and will not be inconsistent with, any judgment, decree or order, or any contract, agreement or other undertaking applicable to that party. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS PROVIDED IN THIS AGREEMENT OR IN AN INDEPENDENT WRITTEN AGREEMENT BETWEEN THE PARTIES, WANNABOATS PROVIDES THE DISTRIBUTION CHANNELS AND DIFFERENT SERVICES, TECHNOLOGIES AND MATERIALS UNDER THIS AGREEMENT “AS IS” AND WANNABOATS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, ORAL OR WRITTEN, STATUTORY OR OTHERWISE, WITH RESPECT TO ALL OF THE ABOVE OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PURPOSE OF THIS AGREEMENT, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY THAT IT MAY BE DERIVED FROM THE COURSE OF THE NEGOTIATION, OPERATION OR USE OF TRADE.

12. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ANY PARTIES BE LIABLE FOR ANY KIND OF LIABILITY (CONTRACT, TORT, STATUTE OR OTHER) FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES OF ANY KIND, OR FOR THE LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS INTERRUPTION OR LOSS OF USE OR DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PURPOSE OF THIS AGREEMENT FOR ANY REASON, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OR DEBATED KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WANNABOATS ‘LIABILITY TO THE PROVIDER FOR ANY DIRECT DAMAGE UNDER THIS AGREEMENT SHALL BE LIMITED TO WANNABOATS’ FEES PAID TO THE PROVIDER IN THE THREE MONTHS IMMEDIATELY BEFORE THE CAUSE OF THE ACTION.

THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE PROVIDER’S BREACH OF SECTION 5 (INSURANCE), 7 (Supplier Content and Materials), 8 (Provider Conduct, Non-Subcontractors); Or 10 (Confidentiality, Privacy) or in the obligations of indemnification by the PROVIDER detailed in section 13 (Compensation).

THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING PROVISIONS REPRESENT A REASONABLE RISK AND THAT THE PARTIES WOULD NOT FORMALIZE THIS AGREEMENT WITHOUT COUNTING WITH SUCH PROVISIONS.

13. INDEMNIFICATION.

Provider shall indemnify and hold harmless, and at the request of WannaBoats’ defense, WannaBoats (including, without limitation, all WannaBoats group companies and their affiliates) and any of their respective directors, officers, employees, agents, suppliers (Hereinafter referred to as “WannaBoats Indemnified Party”) from and against any and all claims, losses, liabilities, damages, fines, penalties, agreements, costs and costs (including fees Attorneys and court costs) incurred or suffered by any Indemnified Party of WannaBoats in connection with any third party claim, demand, action or investigation against any Indemnified Party of WannaBoats, directly or indirectly arising out of or in connection with (a) activities (B) the Services, contents or trademarks, (c) breach by the Provider (or an assertion that Shall be a violation of this Agreement, including, without limitation, any and all representations and warranties provided to the Provider in this Agreement and any breach of the confidentiality or privacy provision in Section 10 or breach by the Provider of its privacy policy required by Article 10, or the Fees (d) arising from the resale of the Services.

WannaBoats shall (i) provide prompt written notice to the Provider in respect of any claim giving rise to the indemnity obligation, and (ii) if the Provider’s defense is sought, provide reasonable cooperation and assistance with respect to the claim At the request of the Provider and defraying the expenses incurred) and allow the Provider to assume sole control of his defense and the resolution of the claim (however, WannaBoats will always have the right to approve a lawyer selected by the Provider. Will be delayed) and, if the Provider does not immediately assume the defense and the resolution of the claim after the WannaBoats request, WannaBoats may do so at the Provider’s cost and expense). Neither party may resolve or liquidate the claim without the prior written consent of the other party, which shall not be unreasonably withheld or delayed.

14. FORCE MAJEURE.

If any of the parties is unable to comply with any of its obligations and obligations under this agreement, in a timely manner due to any act of strike, labor dispute, atmospheric climate, earthquake, fire, flood, public calamity, damage or Failures in equipment, software, acts of terrorism, war, civil unrest or any other reason beyond its control, that party shall be exempt from the performance of any duty or obligation for the period during which these conditions arise.

15. CHANGES IN THE AGREEMENT.

WannaBoats reserves the right to update or make changes to this Agreement (including any Schedule or reference documents in this Agreement) that will be effective upon prior notice of at least thirty (30) days notice (“Notice Period”), In which WannaBoats will provide the Provider by any reasonable means (including via e-mail, via the WannaBoats extranet, relating to the Provider’s Service, or other electronic or other interactions with the Provider). If Provider objects to the revised version of this Agreement (or any annex or document), the Provider within the Notice Period may notify WannaBoats of its objection. If Provider so notifies WannaBoats, the revised version will not apply to Provider and the parties will bargain in good faith to resolve Provider’s objection within sixty (60) days after WannaBoats provided the first Notice Period of the revised terms. If the parties fail to reach an agreement within sixty (60) days, at the discretion of WannaBoats and in WannaBoats’ sole discretion, this Agreement shall continue in accordance with its terms in force prior to such notice or may be terminated by WannaBoats. If Provider does not notify WannaBoats of Provider’s objection during the Notice Period, Provider’s continued access to and use of the WannaBoats Technology, as well as the use of other products, services and materials provided by WannaBoats to Provider under This Agreement after the Effective Date of such revised version of this Agreement shall be deemed to be acceptance by the Provider of such revised version. However, changes to this Agreement shall not apply to any dispute between the parties on the basis of a claim filed prior to the Effective Date of the changes. Except as provided in this Section, no amendment, modification or termination of this Agreement or any Schedule or document forming part of this Agreement shall be effective unless made in writing and signed by both parties.

16. DISPUTE RESOLUTION.

Any dispute, claim or dispute relating to this Agreement, or the obligation of the parties hereunder, shall be resolved in accordance with this Section. Each party shall designate a representative to negotiate in good faith to promptly resolve the dispute, claim or dispute for a period of up to fourteen (14) days following notification of the dispute, claim or dispute. In the event that the dispute, claim or dispute is not resolved between the representatives designated below, unless otherwise agreed, the parties are subject to compulsory arbitration to be held in the city of Santo Domingo, Dominican Republic. The arbitration will be carried out in accordance with the commercial arbitration rules currently in force in the Dominican Law. The parties undertake to abide by any decision and the judgment rendered in the proceeding. The decision and judgment shall be final and conclusive and may be filed in any court having jurisdiction. The Spanish language version of this Agreement shall prevail and all procedures performed shall be in Spanish.

17. ANTICORRUPTION.

It is the intention of the parties that no payment or transfer of anything of value that has the purpose or public effect of commercial bribery, acceptance or acquiescence to extortion, bribery or other illegal or improper means of obtaining business or Any undue advantage. The Provider shall comply with all international anti-corruption laws, such as the United States Foreign Corrupt Practices Act and the Bribery Act of the United Kingdom, and that, with respect to the Provider’s performance of any of its activities in Under this Agreement:

(A) No part of any charge paid or payable by WannaBoats to the Provider shall be paid to or accumulated directly or indirectly for the benefit of any person, firm, corporation or other entity other than the Provider.

(B) The Provider does not have, and will not at any time, directly or indirectly, payments, offers, authorizations or promises of payment, nor to authorize the payment of, any amount of money or anything of value to: ) Any official or employee of any government, department, agency or dependency thereof; (Ii) any other person in the exercise of their official functions for or on behalf of any government, department, agency or agency thereof; (III) any political party, political committee, or any officer or employee thereof; (IV) any candidate for political office; (V) any other person, firm, corporation or other entity at the suggestion, request or at the direction of, or for the benefit of, any government official, political party, political committee or official or employee thereof, or candidate to a political office; Or (VI) any other person, firm, corporation or other entity with the knowledge that some or all of such funds or anything else of value to be paid to any official or employee of any government of the department, agency or political party, Political committee, or an officer or employee thereof, or candidate for political office.

(C) At the request of WannaBoats, the Provider must submit a certification to WannaBoats confirming that the Supplier agrees with all of the above.

18. GENERAL.

This Agreement, including these Terms and Conditions of WannaBoats and its attached Attachment documents, contain the agreement of the parties with respect to the subject matter contained in this Agreement and supersede all prior and contemporaneous agreements, understandings and agreements between the parties. In the event of a conflict between the terms of the website and this Agreement, these Terms and Conditions of WannaBoats, and its attached Attachment documents, will then control these Terms and Conditions. Any offer issued by WannaBoats and acceptance of such offer by Supplier is limited to the terms of this Agreement, WannaBoats opposes any other additional or different terms, and acceptance of any WannaBoats offer is expressly conditional upon the approval of WannaBoats. The terms set forth in this Agreement. This Agreement shall be governed by the laws of the Dominican Republic, without regard to its conflicts of laws provisions. The United Nations Convention on the International Sale of Goods will not apply to this Agreement and is expressly excluded. WannaBoats in connection with the performance of its obligations and the exercise of its rights, WannaBoats can carry out such obligations and such rights exercised on its behalf by the WannaBoats group and any of the subsidiaries of WannaBoats and their respective agents, contractors, distributors And service providers. The waiver or impossibility of enforcing any of these provisions shall not be deemed a waiver of a subsequent breach thereof or any other provision herein, and no waiver shall be effective unless in writing. WannaBoats may assign or transfer this Agreement in whole or in part. Supplier may not assign or transfer this Agreement or any of its rights or obligations, without the prior written consent of WannaBoats and, for the purposes of this document, a merger or change of control in the Supplier, in which the Supplier does not Is the surviving part, it will be considered an assignment. Any attempt of assignment in violation of the above shall be null and void. Notwithstanding the foregoing, this Agreement shall be binding and shall have effect for the benefit of the successors of each party and permitted assigns. This Agreement shall not be construed as creating an agency, partnership, joint venture or any other form of association, for tax or other purposes, between the parties; And the parties at all times shall be and remain independent contractors. Except as expressly agreed by the parties in writing, and except for the sale of the Provider Services by WannaBoats as described in this document, neither party shall have any right or authority, express or implied, to assume or create any Obligation of any kind, or to make any representation or guarantee, on behalf of the other party or to bind the other party in any respect. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of this Agreement shall remain in full force and effect and the parties shall modify that provision to be valid and enforceable if possible in such jurisdiction and Is in accordance with the intention of the parties. The solutions provided in this Agreement are in addition to, and do not exclude, any other remedy of a party in law or in equity. Sections 11 (Representations and Mutual Guarantees; Limitation of Warranties); 10 (Confidentiality, Privacy); 12 (Limitation of Liability), 13 (Indemnity), 16 (Dispute Resolution) and this Section 18 (General) shall survive any termination or expiration of this Agreement.

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Appendix 1

Payment terms

WANNABOATS will pay to the provider the corresponding amount, according to the rates and remuneration agreed and already collected or retained to the final client by WANNABOATS. In the event that the final client makes partial payments, WANNABOATS will proceed to fully liquidate the commission agreed upon by the service already provided for the management of the reservation, releasing remaining amount (s) to Ship-owner.

The price that the provider will receive for the chartering of the boats will be the one corresponding to the rates published by the Ship-owner into the WANNABOATS website less the commission agreed.

This amount will be paid to the bank account number provided by the Ship-owner or into his Paypal account or any other payment method, like CASH payments, that the WANNABOATS website disposes to carry out said payments.

WANNABOATS will charge, as a commission, minimum 20% of the tariff published by the provider on the WANNABOATS website, plus applicable taxes, for each booking reservation management made through wannaboats.com

For payments that Client has complete the booking paying the full Order amount, WannaBoats will carry out the following payment schedule:

• WANNABOATS will pay 50% of the published rate, less the commission agreed, with TWO (2) days prior to the effective date of the boat hiring contracted.
• WANNABOATS will pay 50% of the published rate, less the commission agreed, the working day after the lease is carried out.

For payments that Client has complete the booking paying just a Deposit Payment, usually the same amount of WannaBoats commissions, WannaBoats will carry out the following payment schedule:

• WANNABOATS will confirm the booking and hold the Deposit Payment as its commission payment.
• Final CLIENT will pay the FULL 100% payment to Ship-Owner. It will be responsibility of Boat-Owner to get the Client payment before boarding to avoid possible payment issues after doing the service.

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Appendix 2

insurance

If required by WannaBoats, Supplier will acquire and maintain liability insurance to cover the Services offered by Supplier, with coverage limits consistent with industry standards and those which may be required by applicable laws, rules and regulations local. Such insurance will be provided through an insurer acceptable to WannaBoats, and will include, without limitation, full operations, liability against bankruptcy and personal injury. In the WannaBoats request (which can be done by email), the Provider will add WannaBoats as an additional insured to this type of insurance policy and provide a certificate of insurance evidencing all the coverage described in this section, as well as WannaBoats has been added as an additional insured. Said insurance made by the Provider will be preferred over any insurance directly contracted by WannaBoats.

Notwithstanding the foregoing, WannaBoats reserves the right to require specific additional coverage, or to increase coverage for current insurance, or to waive prior insurance requirements, based on bids received for the Provider Services, and The Provider will maintain its insurance at the request of WannaBoats (request that can be made by email). WannaBoats does not warrant that the coverage it may require is the most adequate to protect the Supplier, and such coverage and its limits shall not be considered as a limitation of the liability acquired by the Supplier against WannaBoats, if any, arising from this Agreement .

If Supplier fails to comply with the above requirements and does not remedy such breach within fifteen (15) days of WannaBoats’ receipt of written notice, WannaBoats may choose any of the following: (a) suspend Supplier And cease to offer Supplier Services until such time as it complies with WannaBoats insurance requirements or (b) terminate this Agreement.

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Annex 3

Operational Procedures and Technology

Reservation of Services, Changes and Availability:

All Services will be subject to a “Free Sale Reserve” unless WannaBoats and the Provider mutually agree that the Reserve for Sale is not commercially available for a specific Service or that a Service is subject to a Reserve On Demand Defined below). For Free Sales Reserves, the Supplier authorizes WannaBoats to accept all Customer requests for the purchase of the Services offered by the Supplier and directly send the confirmation of the purchases of the Services to the Customers. In order to avoid doubts, the Supplier will accept all the requests of Reserve of Free Sale and can not reject a Reserve of Free Sale. If a request for a Reserve for Sale is lacking certain information from the Customer, the Supplier shall follow the procedures of WannaBoats that apply at the time for contact with the Customers (defined below) (and to be clear, the Supplier will not reject the reservation). The parties may mutually agree that a particular Service is subject to a “Reserve on Demand”, in which case the Provider may accept or reject such reservation request for the Service before the Customer receives confirmation from WannaBoats. For a request for reservations, the Supplier agrees to accept or reject the reservation request within forty-eight (48) hours. If the Supplier accepts the request, the Service will be deemed purchased and confirmed.

The Provider must manage the reservation of the Service, including but not limited to accepting, rejecting and confirming reservations of Services, using the interface made available by WannaBoats or responding before the deadline indicated to the email sent by WannaBoats with the confirmation for the request of reservation. The Supplier must keep the availability of the Service updated at all times through the WannaBoats interface.

All reservations not rejected by the Provider, either by any means made available by WannaBoats to confirm or reject such reservation, shall be deemed accepted by the Provider. If a Customer is able to reserve a particular Service because the Provider appears to have the availability of such Services through the WannaBoats interface, the Provider accepts such reservation. If the reservation management through the interface offered by WannaBoats is deactivated or ceases to function, regardless of the fault and with or without prior notice, the Supplier agrees will immediately go to the management of the confirmations for reservations, either to Through confirmation of booking by emails sent from WannaBoats or by other technology made available by WannaBoats.

The Supplier must notify any changes to WannaBoats (for example, changes in itineraries or frequency in the Services offered), cancellations (for example, cancellations of excursions, dates with full quotas) and any other updates with respect to the Services, With at least six (6) months in advance. If such prior information is not possible, Supplier will notify WannaBoats immediately after becoming aware of such changes, cancellations or updates. If Supplier does not notify WannaBoats in advance of such changes, cancellations or updates and WannaBoats has to reimburse Customers for applicable Services as a result of changes, cancellations or updates, Supplier agrees to compensate WannaBoats for all amounts Lost by WannaBoats and pay reasonable amounts for the efforts made by WannaBoats.

Cancellation and No-Show Policy:

For each Service, the Supplier will adhere to the cancellation policy of WannaBoats as indicated on the wannaboats.com website at the time of reservation of the Service. Notwithstanding the foregoing, in any case, the Provider may not impose a more restrictive cancellation policy for WannaBoats Customers than that imposed by the Provider on customers who book directly with the Provider or through third parties (including, without limitation , Through coupons, direct sales or online sales websites, or any other distribution channel) (the “Supplier’s No Show Policy”). If not canceled by WannaBoats, all Services registered by Customers through the Distribution Channels will be kept available to Customers in accordance with the Supplier’s No Show Policy. Supplier shall make all commercially reasonable efforts to accommodate Clients arriving after the established time.

Supplier Interaction with WannaBoats:

Supplier’s use of WannaBoats tools, interfaces, application programming codes, extranets, software and any other technology created by WannaBoats (collectively, the “WannaBoats Technology”) is subject to and conditional upon Supplier’s compliance with The terms and conditions of this Agreement, including, without limitation, this Annex. The Provider or its third party service providers must access and use the WannaBoats technology in accordance with the applicable documentation for such WannaBoats Technology and the written instructions received from WannaBoats. WannaBoats may suspend the Provider and / or its third party service providers from accessing and using the WannaBoats Technology at any time if WannaBoats believes that the Provider and / or its service providers are in violation of this Agreement (including without limitation the Representations and guarantees of the Supplier in the contract). The Supplier shall be responsible for the compliance of its third party service providers with the terms and conditions of this appendix and shall be responsible for any violation of this Annex by such third party suppliers. Supplier acknowledges and agrees that WannaBoats owns all rights, title and interest in and to the WannaBoats Technology and reserves all rights not mentioned in this agreement. Supplier will not and will not allow any third party to (a) copy (other than a reasonable number of copies of the file), modify, adapt, transfer, distribute, resell, rent, lease, sublicense or provide the WannaBoats Technology Or derivative works based on the WannaBoats Technology or any part thereof, (b) use the WannaBoats Technology in a service office or application service provider environment, or in any commercial timeshare arrangement or Other way to use or make available the Technology of WannaBoats or any part of Technology of WannaBoats for the benefit of a third party, or put the Technology of WannaBoats or any part of Technology of WannaBoats available to the public for download or to be used to (C) use WannaBoats Technology in contravention of applicable laws or governmental regulations, or (d) decompile, disassemble or alter the design of WannaBoats Technology.

The Supplier (and not WannaBoats) is responsible for obtaining, maintaining and configuring its telecommunications, broadband, computer and hardware equipment, software and services necessary to access the internet and use the WannaBoats Technology, as well as The Supplier is responsible for the payment of all charges related to such services. If Supplier intends to hire a third party service provider to obtain, maintain and configure Supplier access to WannaBoats Technology, Supplier will notify WannaBoats in advance, and Supplier assumes responsibility for actions taken by such third party And the fulfillment of said third party with this Annex and Agreement.

Supplier Interactions with Clients:

If the Provider has to contact a Customer, the Provider shall use only the interface provided by WannaBoats, unless otherwise agreed by WannaBoats.

Customer Exemption:

If Supplier requires a voucher or confirmation of purchase, Supplier will accept an electronic voucher for each Service sold through WannaBoats or through one of the WannaBoats Distribution Channels. If Supplier does not accept electronic bonuses for a particular Service, Supplier shall apply for WannaBoats approval and WannaBoats may, in its sole and absolute discretion, waive the requirement to send the electronic bonus, such waiver may be provided to WannaBoats through email.

Additional Restrictions:

The Provider is not authorized to systematically analyze, obtain information or data (including, without limitation, the opinions of guests) on the WannaBoats websites or the WannaBoats group of companies, or any WannaBoats affiliate. The Provider is not authorized to publicly display on the Supplier’s websites any content, text, images, materials, videos or other materials appearing on the WannaBoats web pages or the WannaBoats group of companies or any WannaBoats affiliates (Other than the Content of the Provider) or any part of the WannaBoats web sites, the WannaBoats group of companies, or any WannaBoats affiliate.