Terms and Conditions of Using the NAYVU Platform

NOTE:

Please read these Terms and Conditions of Using the NAYVU Platform carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the NAYVU Platform (as specified below), you agree to comply with and be bound by these Terms and Conditions of Using the NAYVU Platform and declare to fully understand all their provisions.

1. GENERAL APPLICATION, ACCEPTANCE AND CONTRACT

1.1. These Terms and Conditions of Using the NAYVU Platform (hereinafter as the “Terms”) are issued on behalf of the company NAYVU s.r.o., the company established and governed by laws of the Czech Republic, ID No. 06309968, with its registered seat at V závětří 1478/6, Holešovice, 170 00 Prague 7, the Czech Republic (hereinafter as “NAYVU”), and govern the using of the NAYVU Platform (as specified below) by you.

1.2. The acceptance of these Terms by you constitutes a legally binding contract (hereinafter the “Contract”) between you and NAYVU governing your access to and use of the NAYVU website, including any subdomains thereof, and any other websites through which NAYVU performs its services, its mobile, tablet and other smart device applications, and application program interfaces (hereinafter together as the “NAYVU Platform”) and all associated services (hereinafter as the “NAYVU Services”), and your rights and obligation arising out of it.

1.3. These Terms form an integral part of any Contract between you and NAYVU and govern the conditions of your use of the services provided via the NAYVU Platform. The Contract supersedes and extinguishes, if applicable, all previous agreements, promises, assurances, warranties, representation and understandings between you and NAYVU in relation to the NAYVU Platform.

1.4. NAYVU is entitled to change or modify these Terms from time to time. If any such change occurs then NAYVU shall publish the revised Terms without undue delay on the NAYVU Platform. NAYVU shall also notify you on the change via an e-mail no later than thirty (30) days before the date it is intended to become effective. If you disagree with the revised Terms, you may terminate the Contract with immediate effect and stop using the NAYVU Platform and NAYVU Services. NAYVU shall inform you about your right to terminate the Contract in the abovementioned notification e-mail. If you do not terminate the Contract before the date the revised Terms become effective, your continued access to or use of the NAYVU Platform or NAYVU Services will constitute acceptance of the revised Terms.

2. NAYVU PLATFORM

2.1. The NAYVU Platform is an online marketplace that enables a marina to offer its berth places (either berth places leased to long-term users (and or lessees) who made them available for such offer subject to terms of NAYVU Platform or berth places otherwise available to the Marina for public offer - hereinafter as the “Users” and listed marinas as the “Marinas”) for short-term leases to third parties, who are interested in using such temporarily available berth places for their vessels (hereinafter as the “Guests”, the Guests and Users together as the “Members” and the short-term lease of a berth place hereinafter as the “Lease”).The NAYVU Platform also enables the Users to publish their contracted berth place availability and the relevant Marina to offer such available Users’ berth places. Finally the NAYVU Platform enables the Guests to book such short-term Lease of a berth place available for lease in the NAYVU Platform.

2.2. As the provider of the NAYVU Platform, NAYVU does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Leases. Marinas alone are responsible for their Leases and their offers. When Marinas offer or Guests accept the Lease, they are entering into a contract directly with each other and under no circumstances in any way into a relationship with NAYVU. NAYVU is not and does not become a party or other participant in any contractual relationship between these subjects, nor is NAYVU a broker. NAYVU is not acting as an agent in any capacity for any Member or Marinas.

2.3. NAYVU has no control and does not guarantee in any way (i) the existence, quality, safety, suitability, or legality of any Leases, (ii) truth or accuracy of their descriptions and other content in the NAYVU Platform and (iii) the performance or conduct of or by any Member or a Marina. The existence and availability of the berth places offered for Lease is ensured by a respective Marina; NAYVU does not in any way verify, endorse, acknowledge, perform or guarantee the actual availability of the relevant berth place or its suitability, description or any other parameters of it.

2.4. Due to the nature of the Internet, NAYVU cannot guarantee continuous and uninterrupted availability and accessibility of the NAYVU Platform. NAYVU may restrict availability of the NAYVU Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of its servers, or to carry out maintenance measures that ensure the proper or improved functioning of the NAYVU Platform. NAYVU may improve, enhance and modify the NAYVU Platform and introduce new services from time to time.

3. SUBJECT-MATTER OF CONTRACT

3.1. The subject-matter of the Contract is to set-out rules under which you are, as a Guest, entitled to use the NAYVU Platform and/or Services for the purpose of concluding short-term lease agreements on berth places (Leases) with Marinas and, if you are a User, under which you can profit from registration of your contracted berth place in the NAYVU Platform and indication of its availability (such availability of a berth place is understood as a period of time determined by the User, during which the berth place is vacant and available for the Marina to lease it to potentially interested Guests).

3.2. The NAYVU Platform therefore acts as a tool for Members and Marinas to communicate, offer and accept (i.e. contract) Leases. The NAYVU Platform is solely an online marketplace and the NAYVU Services are associated to and serves solely for this purpose.

3.3. For participating in NAYVU Platform, making its berth place available and for indicating the availability of the relevant berth place in the NAYVU Platform, NAYVU agrees to pay to the respective User a fee calculated from the amount of the Total Fee (as defined below) actually collected from the Guest who Leased the relevant berth place - the amount and manner of payment is specified below (hereinafter as the “User Fee”). If the User breaches its obligations under the Contract then it loses its entitlement to the relevant User Fee for the respective Lease.

3.4. For the Lease concluded with a Marina via the NAYVU Platform, the respective Guest agrees to pay to the respective Marina via NAYVU a total price of the Lease in the amount and manner as specified below (hereinafter as the “Total Fee”).

4. ELIGIBILITY AND ACCOUNT REGISTRATION

4.1. In order to validly use the NAYVU Platform and Services as a User and to validly indicate availability of your berth place, you must be the contracted User of any Marina registered in the NAYVU Platform. A list of registered Marinas is available in the NAYVU Platform and/or on NAYVU websites. If you wish to validly indicate availability of your berth place, you first have to completely and duly fill in the registration form of the berth place in the NAYVU Platform to which you are a contracted User. .

4.2. Please note that such registration and confirmation of your identity as contracted User of the relevant berth place may be subject to verification by your Marina. During the registration process of your berth place in the NAYVU Platform the Marina may therefore contact you in order to verify your identity as the legitimate User of the relevant berth place.

4.3. In order to validly use the NAYVU Platform and Services as a Guest and to accept and use Lease as the Guest, you must completely and duly fill in the registration form of your vessel/yacht on the NAYVU Platform. Information and data relating to the size and characteristics of your vessel are not in any way verified, however if the factual state of your vessel does not correspond to data entered by you on the NAYVU Platform, then Marinas may not allow you to use the chosen berth place leased and your NAYVU Account (as specified below) might be deleted from the NAYVU Platform.

4.4. You must register an account (hereinafter as the “NAYVU Account”) to access and use the NAYVU Platform.

4.5. You can register a NAYVU Account using an e-mail address and creating a password, or by any other authentication the NAYVU Platform enables from time to time (e.g. using the Facebook or Google Account, etc.)

4.6. During the registration and during the abovementioned registration of your vessel or berth place you must provide accurate, current and complete information. You are also obliged to keep your NAYVU Account up-to-date at all times.

5. RIGHTS AND OBLIGATIONS OF MEMBERS

General

5.1. You are solely responsible for all content that you make available on or through the NAYVU Platform. You shall not post, upload, publish, submit or transmit any content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities or substances. NAYVU may, at its sole discretion and without prior notice, remove or disable access to any content that NAYVU finds or deems to be in violation of these rules.

5.2. Pictures, animations or videos used in your profile for describing your berth place or vessel must accurately reflect its quality and condition. NAYVU reserves the right to require the NAYVU Account to have a minimum number of such images of a certain format, size and resolution.

5.3. Any Member may use its NAYVU Account only for its own use and purposes, merely to indicate availability of its own contracted berth place or to temporary book a berth place for a vessel used by such Member. For avoidance of doubt, the NAYVU Account cannot be used to intermediate offers of berth places to or by third parties (either Members or non-Members) or to seek temporary Lease of a berth for or by third party (either Members or non-Members). Violation of this general rule is considered as a material breach of the Contract.

5.4. NAYVU reserves the right to delete member’s NAYVU Account, at its sole discretion, in the case such Member continuously or repeatedly violates these Terms or breaches its obligations arising out of the Contract.

Terms specific for Guests

5.5. Subject to your vessel fitting into the size, when also other characteristics and requirements may be relevant for the berth place, you can book a Lease by following the respective booking process. If not stated below or indicated in the NAYVU Platform otherwise, all fees to be paid for the Lease (apart from the Marina’s Service Fees as defined below), in particular the Total Fee (as specified below), will be presented to you prior to booking your Lease. You agree to pay to the respective Marina via NAYVU Platform the Total Fee for any Lease concluded from your NAYVU Account.

5.6. Please note, that where the Total Fee charged by the Marina is based on the size of your vessel, you should not deliberately book a berth place inadequately bigger than necessary for the size your vessel unless no adequately spaced berth place is available in the relevant Marina in the NAYVU Platform at the time of you booking and for the same Lease period. If you breach this rule, the Marina may at its sole discretion (a) assign you other adequately spaced berth place available at the time of your arrival or (b) charge you the balance between the Total Fee confirmed in the NAYVU Platform for your Lease and the fee charged otherwise by the Marina to a vessel of a size adequate to berth place booked by you..

5.7. Upon receipt of a booking confirmation from NAYVU, a legally binding agreement is formed between you and the respective Marina, subject to any additional terms and conditions of the Marina that apply, including in particular the applicable cancellation policy and any rules and restriction specified in the Lease offer and subject to the Total Fee being successfully collected from you by NAYVU. NAYVU will collect the amount of the Total Fee at the time you accept any Lease offer. For avoidance of doubt, if such collection/transfer of the Total Fee is not possible regardless of the reasons, the Lease booking is considered as canceled.

5.8. You understand that a confirmed Lease is a limited time granted license to you by the Marina to enter, occupy and use its berth place during your confirmed stay.

5.9. You may arrive into the Marina and to the respective berth place on the first day of the Lease at 1:00 PM at earliest (“Available Arrival Time” or “ATT”). You agree to leave the berth place no later than on the last day of Lease at 11:00 AM, or at other time as may be specified by the relevant Marina (“Departure Time”).

5.10. If you stay in the berth place past the Departure time (without due prolongation of the Lease or a conclusion of a new Lease through the NAYVU Platform), you agree to pay for each started twenty-four (24) hour period an additional fee of two times the average nightly fee of the relevant Lease, plus all applicable Service Fees (as defined below). You also acknowledge that in case of such non-agreed prolongation of your stay (i) the relevant Marina is in such case entitled to take any steps and measures which it would take in a case of any other illegally occupied berth place (e.g. to pull the vessel out of the berth place to another location, impose a fine, block the departure of the vessel until resolution of the situation etc.) and (ii) you may be held responsible for any additional costs or damage incurred by the User, Marina, NAYVU or other Guests. NAYVU will collect all additional fees from you at any time and in the way as it deems practical.

5.11. If you are as a Guest obliged to pay the additional doubled fee for the illegitimately prolonged Lease under the Section 5.10 above, you undertake to pay such fee based on a notification submitted to you (regardless whether in writing, via e-mail or the NAYVU Platform) by NAYVU and on the bank account specified in such notification, within 10 days from its delivery. If you are as a Guest obliged to pay the additional doubled fee for illegitimately prolonged Lease under the Section 5.10 above, but you are or will become also a Member of the NAYVU Platform in the position of a User, too, then such additional fee may be deducted from any payment, fee or other funds due to you or collected for you by or through NAYVU at any time in the future.

5.12. You have to respect and follow all internal regulations, rules and price lists of the Marina in which you are using a berth place. You are obliged to get familiar with the internal regulations immediately after your arrival at the Marina.

5.13. You are obliged to pay any and all additional charges related to your stay on the berth place which the Marina generally demands for its services from its users, such as electricity and water consumption, sanitary expenses, internet connection etc. (hereinafter the “Service Fees”) The Marina shall only charge Guests the fees and costs which it would charge to its regular/other users. Detailed information about services provided by Marinas and further terms and conditions which might apply to their provision may be determined by Marinas individually and accessible from their websites or otherwise as the relevant Marina may deem appropriate and necessary and it is your responsibility as the Guest to acquire such information when you decide to use the Marina and its services.

5.14. The Marina shall not discriminate you in any way compared to its regular and contracted Users. NAYVU, however cannot interfere with or influence any requirement the Marina may raise during your stay in such Marina.

5.15. You state and declare that you have complete insurance coverage based on a suitable insurance policy, covering all damages including breaking and entering into your vessel and vehicle, as well as for damages caused by stealing and/or damaging the vessel, vehicle, equipment, devices, tools and similar.

5.16. You are obliged to indemnify the Marina for any damages cause by you, your vessel, your vehicle, crew and guests to any object of equipment owned by the Marina, or third person, and which is found within marina’s area and competence.

5.17. Your vessel has to be in a sound technical condition, not unusually dirty or damaged, ensuring safe operation without excessive emissions of exhaust, oil and or gasoline leakage before you enter the Marina.

5.18. You acknowledge that the Marina is for operational, administrative, natural and other reasonable reasons entitled to allocate you to other suitable berth place different from the one booked by you for any time reasonably necessary or determined by the Marina. Such allocation however does not affect the Total Fee amount payable by you for the originally leased berth place in accordance with Section 5.23. Same Marina rules for allocation as apply to any regular Users of the Marina applies to you as well. Furthermore, you acknowledge that the Marina is for the same reasons entitled to withhold provision of services under Section 5.13 and the Marina does not guarantee their provision and availability during your Lease or their provision free of charge. Neither NAYVU nor the User(s) are responsible for provision of any specific set of services or utilities or their availability at the Marina at any given time as these are subject to operational capabilities of the Marina only and unavailability of any portion of such services or utilities in the Marina during the Lease is not a reason for a cancellation of the Lease or any compensation claim against NAYVU, the Marina and/or User as long as the use of a berth place in the Marina is enabled to the Guest.

5.19. Upon your departure from the Marina, you are obliged to indicate your departure in the NAYVU Platform. If you do not record/indicate your departure from the Marina within the Departure Time as described in Section 5.9 of these Terms, than your Lease shall be considered as illegitimately prolonged within the meaning of Section 5.10 above and you shall be obliged to pay all additional fees in accordance with the Section 5.10 of these Terms. For avoidance of doubt if your departure time as recorded by you and the time as confirmed/recorded by Marina differ, the later of these two departure times is considered as the correct one unless proven otherwise. Please note that the NAYVU platform may not accept any back-dated records of departure.

5.20. If you are not able to depart from the Marina at the Departure Time for any legitimate reason, then you are obliged to contact NAYVU’s call-center number or support via the NAYVU Platform at latest at the Departure Time to agree solution and follow the instructions by NAYVU on stay prolongation (where such prolongation is possible). In case you do not fulfill the abovementioned obligation, your Lease shall be considered as illegitimately prolonged under Section 5.10 above and you shall be obliged to pay all additional fees in accordance with Sections 5.10 and 5.11 of these Terms.

Terms specific for Users

5.21. After your registration in the NAYVU Platform, you can, within the meaning of these Terms and in particular Section 3.1 above, indicate in the NAYVU Platform availability of your berth place for potential Lease via NAYVU Platform. When doing so, you are required to provide complete and accurate information about period in which your Marina may safely offer lease of your berth place.

5.22. You acknowledge that the price of the potential lease of your available berth place is exclusively determined by your Marina and may be influenced by many factors including particular demand for berth places at any given period of time, seasonality, last minute offers, availability of other berth places in the Marina and close marinas, and other factors at the discretion of the Marina.

5.23. For your cooperation and participation on the NAYVU Project, especially for making the berth place available and indicating its availability, NAYVU agrees to pay you a User Fee, which is calculated as a share from the Total Fee collected from the Guest who leased your berth place. The amount of such share depends on terms and conditions specific for your Marina and shall be indicated to you at the moment you indicate the availability of your berth place in the NAYVU Platform. Please note that the actual pricing offers are subject to changes by the Marinas in time and therefore only relative share level may be available at the moment you indicate the offer and the actual amount of the User Fee will be calculated and available only after the Lease is concluded by the Guest and the Total Fee is collected from the Guest.

5.24. You acknowledge that your contracted berth place in a Marina may be leased by the Marina to Guests based on your indication of its availability in the NAYVU Platform.

5.25. You alone are responsible for identifying, understanding and complying with all laws, rules and regulations that apply to monetization of your berth place and acceptance of the User Fee.

Terms specific for Marinas

5.26. Marinas have rights and obligation arising from these Terms and also the Terms and Condition of Cooperation on NAYVU Project with Marinas (together as the “Rules”).

5.27. Marinas are entitled to register in the NAYVU Platform its unleased berth places available for public offer. Such berth places made available by the Marina itself and the berth places of the Marina which are long-term used to Users who made them available for lease in the NAYVU Platform in accordance with Section 5.21 are then displayed in the NAYVU Platform to potential Guests for lease at times of their availability as indicated by the Marina (in case of marinas own unleased berth places) or by the User (in case of berth places lease on a long-term basis to a User).

5.28. Marinas are solely responsible for setting a price for a Lease offer. Such price is primarily calculated based on the pricelist provided by Marinas to NAYVU and implemented into the NAYVU Platform. Marinas are also entitled to set different prices to apply on berth place Lease for different days, periods and/or seasons and further to flexibly provide discounts or apply price increases. Once a Guest accepts Marina’s Lease offer, Marina is not entitled to demand or enforce any price changes. The price set out by Marina and indicated at the time of Lease acceptance in the NAYVU Platform by the Guest is considered as a final and total fee, which shall any potential Guest pay for the Lease (hereinafter as the “Total Fee”). The Total Fee belongs in its entirety to the Marina, who shall invoice to the respective Guest under the terms used otherwise by the Marina for all its short-term leases – the Total Fee will be collected for the Marina through the NAYVU Platform subject to these Terms.

5.29. For the purpose of the calculation of the User Fee, the Total Fee also includes (i) all additional late departure fees payable by the Guest under these Terms and (ii) any cancellation fees to be paid by the Guest, where applicable.

5.30. By their participation and registration on the NAYVU Platform, Marinas agree that they enable their contracted Users of berth places to add their berth places into the NAYVU Platform and to indicate their availability.

5.31. By their participation and registration on the NAYVU Platform, Marinas also declare that they will not enforce the obligation to report the absence of Users’ vessel in the relevant Marina as long as it is indicated in the NAYVU Platform.

6. PAYMENT TERMS AND FEES

6.1. Guests agree to pay the Marina for a confirmed booking / concluded Lease the agreed Total Fee. The amount equal to Total Fee is collected by NAYVU at the time of the acceptance of the Lease offer by the Guest. For the payment you can use following payment methods: credit card or debit card (Visa, MasterCard) or other method as made available by NAYVU at the time of acceptance of the Lease offer.

6.2. Unless stated otherwise in these Terms, the Total Fee as determined by the Marina according to these Terms and as indicated in the NAYVU Platform for the relevant Lease at the moment of the acceptance of the Marinas’ offer by Guest is final and includes all taxes and administrative fees.

6.3. Marina agrees to remunerate NAYVU for NAYVU Services provided in accordance with these Terms pursuant to the Terms of Cooperation on NAYVU Project with Marinas.

6.4. Guests are responsible for payment via the NAYVU Platform of any fees that they owe to the Marina(s).

6.5. The User Fee due to the User in accordance with Section 5.23 shall be released to the User within 45 days from the end of the relevant Lease or the day the Guest’s vessel left the berth place (whatever occurs later).

6.6. All applicable banking or other fees and charges for transfer of any funds by NAYVU to the bank account of the User, Guest or are born by NAYVU.

6.7. All payments and money transfers on the basis of these Terms or Contract shall be performed in EUR.

7. INTELECTUAL PROPERTY RIGHTS, TRADEMARKS, LOGOTYPES ETC.

7.1. The NAYVU Platform is in its entirety protected by copyright and trademarks. You acknowledge and agree that the NAYVU Platform including all associated intellectual property rights, are the exclusive property of NAYVU and/or its affiliates. You will not remove, alter or obscure any copyright or trademarks incorporated into or accompanying the NAYVU Platform. All trademarks, logotypes and trade names of NAYVU used on or in connection with the NAYVU Platform are trademarks or trade names of NAYVU or its affiliates and are their sole and exclusive property.

7.2. You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the NAYVU Platform or NAYVU trademarks or logotypes.

7.3. Subject to your compliance with these Terms, NAYVU hereby grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download (where applicable) and use the NAYVU Platform and related application(s); and (ii) use the NAYVU Platform and related application(s) in compliance with these Terms and in order to conclude Leases and use the functions of the NAYVU platform as made available by NAYVU from time to time, all that solely for your personal and non-commercial use.

7.4. There shall be no implication of a special relationship between you and NAYVU, unless approved explicitly in writing and in advance by NAYVU.

7.5. You shall indemnify and hold NAYVU, its affiliates and its representatives harmless from and against any claims, suits, actions, judgments or awards, and pay all the losses, damages, costs and expenses (including legal fees) connected therewith, which may be imposed upon NAYVU, its affiliates and its representatives arising out of or related to any allegation that you infringe any trademark or any other intellectual property right of a third party. You shall without undue delay inform NAYVU if you have reason to believe that any such infringement may take or has taken place.

8. PERSONAL IDENTIFIABLE INFORMATION

8.1. If you are in the position of a User, we will share and verify with your relevant Marina only those personal data of yours which the Marina already possesses to identify you and verify you as the client of the relevant Marina. Aforementioned sharing and verification shall be performed only for and within the purpose of performance of this Contract.

8.2. If you are in the position of a Guest, then your personal data provided by you to NAYVU are used only (i) in respect of maintenance your NAYVU Account and (ii) to inform the relevant Marina about your identity as the lessee (i.e. in the extent necessary to form your Lease agreement with the Marina including in particular your name, surname, your NAYVU Platform identification data and vessel data).

8.3. NAYVU reserves the right and you agree that NAYVU has the right to provide your personal data in the extent necessary to identify you to the Marinas or to other Members (i.e. NAYVU Platform users - Guests or Users) with which you entered into any kind of agreement using the NAYVU Platform or in connection with using it, in case: (i) you violated the Lease conditions, (ii) you breached these Terms or such breach is reasonably suspected or (iii) you or the crew of your vessel breached the rules and terms applicable to the users of the relevant Marina or such breach is reasonably suspected, or in similar cases where such third parties justify potential claims against you as the Member (user of the NAYVU Platform).

9. BOOKING MODIFICATIONS, CANCELLATIONS, REFUNDS AND SUPPORT

9.1. Members and Marinas are responsible for any modifications of a booked and confirmed Lease that they make via the NAYVU Platform, and they agree to pay additional amount to the Total Fee (i.e. increased Total Fee) in case of such modifications, which would result into increase of the Total Fee (e.g. agreed prolongation of the Lease).

9.2. Guests can cancel a confirmed Lease booking at any time until the vessel enters the Marina. Guests are provided with refunds or partial refunds (i.e. after deduction of the cancellation fee) of the Total Fee collected in the extent depending on the date on which the confirmed Lease booking is canceled and subject to the conditions below. Guests are obliged to pay a cancellation fee for such Lease cancellations as follows:

If the Lease is cancelled by a Guest and any cancellation fee applies, then is considered to be a payment to the Marina, subject to any costs any fees payable by the Marina to NAYVU in accordance with the Terms on Cooperation on NAYVU Project with Marinas. The User is entitled to its User Fee calculated from the cancellation fee collected from the Guest .

The described cancellation fee shall be presented to the Guest in the course of the cancellation procedure and before confirming the cancellation of the Lease. NAYVU reserves the right to reflect the cancellations or the cancellation rate in the reviews and credential history of the relevant Guest.

9.3. Users (i) can modify/cancel their berth place availability only for periods which are not yet booked by (i.e. Leases confirmed to) Guests in the NAYVU Platform at the time of such modification/cancellation and (ii) are always liable for making the their berth place available during the times when the relevant berth place is booked by (Lease was confirmed to) a Guest in the NAYVU Platform.

Upon request by the User, NAYVU agrees to provide the User with reasonably available co-operation to (i) help ensure another suitable berth place for the User in the User’s Marina for any period when the User cannot modify/cancel the availability of its berth place due to the restriction mentioned in the previous paragraph, (ii) negotiate change of the booking (confirmed Lease) conflicting with the intended cancellation/modification (where such option is reasonably available) or iii) otherwise help the User to fulfill its duty, all subject to specific circumstances in the NAYVU Platform and the Marina in such case. For avoidance of doubt NAYVU, is not obliged to ensure and cannot guarantee such availability or solution.

9.4. Marinas are not entitled to cancel any confirmed Lease bookings; Instead, where the leased berth place is unavailable for operation reasons at the moment of arrival of the Guest at the Marina, the Marina may assign the Guest to another berth place sufficiently spaced for the vessel of the Guest and offering generally the same or comparable level of services as the berth place leased by the Guest.

9.5. In certain circumstances, NAYVU may decide, at its sole discretion, that it is necessary to cancel a confirmed booking and make appropriate refund. This may be for reasons where (i) NAYVU believes in good faith, while taking the legitimate interests of respective Members and the Marina into account, this is necessary to avoid significant harm to NAYVU, Marina, other Members, third parties or property, or (ii) for any of the reasons set out in these Terms.

9.6. In case of emergency, last-minute cancellations or reservations, Lease replacements, handling of unforeseeable in-Marina situations related to availability of a Leased berth place, urgent Lease searching or changes and other general or particular troubleshooting you can contact the NAYVU support either via the NAYVU call center (contact number of which is available in the NAYVU Platform or from NAYVU website) or directly from the NAYVU Platform subject to availability of the NAYVU support at the given time (for details consult NAYVU web pages). NAYVU support is entitled, based on your request and in cooperation with other Members, to search for you substitute Lease options, alternative options, creation of new Lease reservations, altering your Lease reservation, adjustment of your current Lease and further assistance and help. Although NAYVU aims to improve your satisfaction with NAYVU platform by offering the option to reach NAYVU support, for avoidance of doubt, all such support services are always provided only as a good-will by NAYVU and NAYVU does not guarantee the availability of the solutions or alternatives requested nor the availability of a specific service as requested and may refuse to provide support at its sole discretion.

9.7. All Members and Marinas acknowledge that any Lease bookings, confirmations, changes, modifications or cancellations made via the NAYVU support, in cooperation with the support operator and confirmed by NAYVU in the NAYVU Platform are considered binding, fully valid and effective and constituting a Contract or its modification as being made directly in accordance with these Terms through the NAYVU Platform. Any communication with or contacting of NAYVU support is monitored and may be recorded.

10. REVIEWS

10.1. Within a certain timeframe after performing a Lease, Guests, Users and Marinas can leave a public review about each other. Any reviews reflect the opinion of an individual Member or a Marina and do not reflect the opinion of NAYVU. Reviews are not verified by NAYVU for accuracy and may be incorrect or misleading.

10.2. Members and Marinas are prohibited from manipulating reviews in any manner, such as instructing a third party to write a positive or negative review about another Member or a Marina.

10.3. NAYVU reserves the right (however is not obliged) to delete, block, require modification of or moderate any review as it deems appropriate, in particular in cases where the review contains offensive wording or is otherwise breaching applicable laws or general ethic principles or where NAYVU learns the content is seriously misleading or untrue. NAYVU is also entitled to cancel modify any ratings system and replace it by a new one or to disable any reviews completely or partially.

11. DAMAGE TO BERTH PLACES, DISPUTES BETWEEN MEMBERS

11.1. As a Guest, you are responsible for leaving the berth place in the condition it was in when you arrived. You are responsible for your own acts and omission and also for acts and omissions of any individuals whom you invite to, or otherwise provide access to the berth place.

11.2. Settlement of any damage or other claims between Guests, Users and Marinas is not any manner governed, directed or performed by NAYVU. All Members and Marinas are individually responsible for handling their mutual claims against each other and NAYVU neither acts as an arbitrator nor as an intermediary or participant to any possible disputes.

12. PROHIBITED ACTIVITIES

12.1. In connection with your use of the NAYVU Platform, you will not and will not assist or enable others to:

13. FORCE MAJEURE

13.1. Neither You nor the Marina or NAYVU shall be deemed to be in breach of the Contract for any failure or delay in performing its obligations under the Contract due to a Force Majeure event.

13.2. Force Majeure means any cause preventing either you, NAYVU or the Marina from performing any or all of its obligations, which arises from or is attributable to circumstance beyond its reasonable control, including, but not limited to, acts of God, stormy weather, war, warlike events, strikes, civil unrest, vandalism and similar, outbreak of fire, removing wrecks, hidden faults on a vessel, acts of governmental or supra-national authority, national emergency, terrorism, civil commotion, riots or floods.

13.3. Neither You nor the Marina or NAYVU is obliged to compensate any damages arising out of a Force Majeure event.

13.4. If a Force Majeure event causes you to be unable materially to comply with any of your obligations under the Contract, you shall, at your own cost, take steps to mitigate the effects of the Force Majeure event.

14. TERM AND TERMINATION

14.1. The Contract is concluded for an indefinite time period.

14.2. You may terminate the Contract at any time via the “Cancel Account” feature on the NAYVU Platform or by sending NAYVU an e-mail. If you cancel your NAYVU Account as a User, any confirmed Leases on your berth place will be automatically cancelled and your Guests will receive a full refund, except for Leases the ATT of which is 72 hours or less from your attempt to cancel your NAYVU Account. You are obliged to honor and enable such confirmed Leases under these Terms and Contract and without any limitation to the relevant Guest(s). If you cancel your NAYVU Account as a Guest, any confirmed Leases will be automatically cancelled and you will get a refund in accordance with the Section 9.2 of these Terms, except for Leases which are already taking place at the time of your NAYVU Account termination. Such pending Leases shall be performed under these Terms and Contract and without any limitation to the Marina or the relevant User.

14.3. Without limiting other NAYVU’s rights specified herein, NAYVU may terminate the Contract at any time by giving you thirty (30) days’ notice via e-mail to your registered e-mail address.

14.4. NAYVU may immediately without notice terminate the Contract if you have (i) materially breached your obligations under these Terms, (ii) violated applicable law, regulations or third party rights, or (iii) NAYVU believes in good faith that such action is reasonably necessary to protect the personal safety or property of NAYVU, its Members, or third parties (e.g. in case of fraudulent or violent behavior).

14.5. In addition, NAYVU may take any of the following measures (i) to comply with applicable law, or the order of request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you breached these Terms, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the NAYVU Account registration, (iv) you at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor reviews or NAYVU otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled confirmed Leases, (vii) NAYVU believes in good faith that such action is reasonably necessary to protect the personal safety or property of NAYVU, Marinas, its Members, or third parties, or to prevent fraud or other illegal activity:

14.6. In case of non-material breaches and where appropriate, you will be given notice of any intended measure by NAYVU and an opportunity to resolve the issue to NAYVU’s reasonable satisfaction.

14.7. When the Contract has been terminated, you are not entitled to a restoration of your NAYVU Account. If your access to or use of the NAYVU Platform has been limited or your NAYVU Account has been suspended or the Contract has been terminated by NAYVU, you may not register a new NAYVU Account or access and use the NAYVU Platform through a NAYVU Account of another Member.

15. MISCELLANEOUS, DISCLAIMERS AND INDEMNIFICATION

15.1. The Contract constitutes a relationship between the Member and NAYVU, which is limited to being an independent, third-party contractor, and not an employee, agent, joint-venturer or partner of NAYVU for any reason. Any Member acts exclusively on its own behalf and for its own benefit, and not on behalf, or for the benefit, of NAYVU.

15.2. If you choose to use the NAYVU Platform or its content, you do so voluntarily and at your own risk. The NAYVU Platform and its content is provided “as is”, without warranty of any kind, either expressed or implied. Lease may carry inherent risks, such as injuries, death or thefts, and by participating in Leases, you choose to assume those risks

15.3. You agree and confirm that you have investigated and inspected NAYVU Services and law, rules and other regulations which might by applicable to your participation and activities on the NAYVU Platform.

15.4. You consent to any necessary identification and verification of your identity which might be conducted on you, to the extent permitted by law.

15.5. NAYVU does not provide any kind of warranty regarding NAYVU Services provided via NAYVU Platform or regarding Leases provided by Users or regarding services provided on place by Marinas.

15.6. If any court of competent jurisdiction finds any term or condition of these Terms or the Contract to be unenforceable, void (in Czech “nicotný”) or invalid in whole or in part, such finding shall not affect the validity and enforceability of other provisions or the remainder of the provision in question. If any invalid, unenforceable, void or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

15.7. NAYVU bears no responsibility for loss of, theft of and damage to any property owned by you and in your possession or control for use during performance of the Contract, including responsibility for loss and damage which occurs (howsoever caused) despite your exercise of reasonable care, including normal wear and tear.

15.8. NAYVU’s failure to enforce any right or provision in these Terms will not constitute a waiver of any such right or provision unless acknowledged and agreed to by NAYVU in writing. Except as expressly set forth in these Terms the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these terms or otherwise permitted under law.

15.9. You are not entitled to assign, transfer or delegate the Contract and rights and obligations arising out of it without NAYVU’s prior written consent. NAYVU may without restriction assign, transfer or delegate the Contract and any right and obligation hereunder, at its sole discretion, with thirty (30) days prior e-mail notice. Assignment therefore does not in any way affect your right to terminate the Contract.

15.10. You agree to release, defend (at NAYVU’s option), indemnify, and hold NAYVU and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or the Contract, (ii) your improper use of the NAYVU Platform, (iii) your interaction with any Member or Marina, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, or (iv) your breach of any laws, regulations or third party rights.

16. GOVERNING LAW AND DISPUTE RESOLUTION

16.1. The Contract shall be interpreted in accordance with the substantive laws of the Czech Republic. The choice of law does not impact your rights as a consumer according to the consumer protection regulations of your country of residence.

16.2. If you are acting as a consumer, you agree to submit to the non-exclusive jurisdiction of Czech courts. Judicial proceedings that you are able to bring against NAYVU arising from or in connection with these Terms may be only brought to a court located in the Czech Republic or a court with jurisdiction in your place of residence. If NAYVU wishes to enforce any of its rights against you as a consumer, it may do so only in the courts of the jurisdiction in which you are a resident.

16.3. If you are acting as a business or in connection with your business or commercial activities and operation, you agree to submit to the exclusive jurisdiction of the Czech courts.