BlueNavyCabo Platform Terms — Operators

These Terms are published online, are identified by their version and by their cryptographic fingerprint (SHA-256), and form part of the Agreement with each operator.

1. These Terms, the Cover Agreement, and Their Acceptance

What they are. These Platform Terms ("the Terms") contain the complete conditions under which BLUENAVYCABO licenses and provides the "BlueNavyCabo" booking and payment platform to each operator. They are integrated with the short contract that each operator signs (the "Cover Agreement," together with its data and vessel annexes); the Cover Agreement incorporates them by reference, identifying them by version and cryptographic fingerprint. The Cover Agreement and these Terms, together, are "the Agreement."

Order of precedence. In the event of any conflict, the signed Cover Agreement prevails over these Terms. The essential conditions—the Commission, the Monthly Fee, the liability cap, the term, and the agreed grounds for termination for cause—may be modified only in the manner provided in the Cover Agreement itself and in Section 25; these Terms do not alter them.

Acceptance and versions. The OPERATOR accepts these Terms upon signing the Cover Agreement and, in addition, within the Platform (electronic acceptance with a record: the full version of the text, the SHA-256 fingerprint, a timestamp, and session data, pursuant to Section 25). BLUENAVYCABO may publish new versions of these Terms with at least fifteen (15) calendar days' notice through the Platform itself or by email; the changes never affect the essential conditions of the Cover Agreement and never apply to Bookings already confirmed. If a new version substantially harms the OPERATOR, the OPERATOR may terminate the Agreement without penalty pursuant to Section 20 before the new version takes effect; continued use of the Platform after the notice, or electronic re-acceptance, constitutes acceptance of the new version.

2. Definitions

For purposes of this agreement, the following terms have the meanings set forth below:

• "Platform": the BlueNavyCabo booking and payment software, including the administration panel, the online sales widget, the reports, the automated communications, and the integrations that BLUENAVYCABO makes available.
• "End Customer": the person who purchases a tourism service from the OPERATOR through the Platform or whose booking is recorded on it.
• "Booking": each transaction confirmed on the Platform through which an End Customer purchases one or more services from the OPERATOR, regardless of the channel through which it originates (online widget, telephone, counter, or dock) and of the means of payment.
• "Booking Amount": the total amount paid or payable by the End Customer for a Booking, taxes included.
• "Commission": the variable consideration payable to BLUENAVYCABO provided for in the Cover Agreement (Commission and Monthly Fee).
• "Monthly Fee": the fixed monthly consideration that, if applicable, is agreed in the Cover Agreement (section "Commission and Monthly Fee").
• "Platform Channel": the online sales widget and any other means of customer acquisition provided by the Platform.
• "Operator's Own Channel": the OPERATOR's own-brand website, page, application, or booking engine, from which its customers book its services directly.
• "Payment Provider": the payment processor integrated into the Platform (Stripe), through whose connected account in the OPERATOR's name card payments and other electronic payment methods are processed.
• "Platform Infrastructure": the servers, databases, and systems operated and managed by BLUENAVYCABO—or by the sub-processors it engages—to provide the Platform.
• "Cover Agreement": the short contract signed by the Parties that identifies the OPERATOR, sets the essential conditions (Commission, Monthly Fee, term, liability cap), and incorporates these Terms by reference; its annexes form part of it.
• "the Agreement": the Cover Agreement together with these Terms.
• "Trial Period": the initial period designated as such in the Cover Agreement, if any.

3. License of Use and Services

Under this agreement, BLUENAVYCABO:

(A) License of use. Grants the OPERATOR a license to use the Platform—non-exclusive, non-transferable, non-sublicensable, revocable, and limited to the term of this agreement—on the terms and subject to the prohibitions of Section 16.

(B) Technology services and limited payment collection agent services. Undertakes to provide the OPERATOR with the following services: (i) onboarding and initial configuration of its account, catalog, prices, and availability, performed by BLUENAVYCABO together with the OPERATOR; (ii) hosting and continuous operation of the Platform; (iii) processing of Bookings and their payments through the Payment Provider, as a limited payment collection agent on behalf of the OPERATOR pursuant to Sections 4 and 13; (iv) delivery of transactional communications to End Customers (confirmations, reminders, and tickets with a verification code); (v) technical support through the channels and during the hours indicated in the Cover Agreement; (vi) daily backups of the information; and (vii) the updates and new features that BLUENAVYCABO releases generally, at no additional cost.

Mixed nature. This is a mixed contract that combines a software license of use with the provision of technology services. It does not constitute a lease, financial lease (leasing), concession, franchise, partnership, or sale of the Platform, and it does not transfer ownership of the software to the OPERATOR, which belongs exclusively to Santiago Tangassi García pursuant to Section 16.

Scope of exclusivity. This agreement does not impose total exclusivity: the OPERATOR retains full freedom to sell and promote its services through agencies, online marketplaces, and third-party platforms (for example, travel agencies, Viator, Airbnb, or other booking platforms), and such sales outside the Platform do not accrue Commission. However, the OPERATOR agrees to an own-channel exclusivity on the terms of Section 6: during the term, the online booking and payment engine of the Operator's Own Channel will operate exclusively through the Platform.

4. Payments Through the Payment Provider (Stripe Connect)

Card payments and other electronic payment methods are processed through the connected account that the OPERATOR maintains with the Payment Provider (Stripe), under the direct charge model. The charge originates within the OPERATOR's account and the money from each sale is deposited directly to the OPERATOR; BLUENAVYCABO does not receive, hold, manage, or have access to End Customer funds, which at no time pass through a Platform account. The Commission is withheld automatically at the time of each charge, through the Payment Provider's own application fee mechanism.

The OPERATOR represents that it has accepted, and undertakes to keep accepted and to comply with, the terms that the Payment Provider requires of connected account holders—including the Stripe connected account agreement and its updates—the continued effectiveness of which is a condition for the use of the payment gateway. The Payment Provider's fees are independent of the Commission, are borne by the OPERATOR, are charged to it directly by said provider, and changes to them are outside BLUENAVYCABO's control. If the Payment Provider suspends or cancels the OPERATOR's account for causes attributable to the OPERATOR, this shall not constitute a breach by BLUENAVYCABO; while the matter is being resolved, sales may be recorded pursuant to Section 5.

5. Method of Collection and Account Statement

Automatic collection of the Commission, without monthly invoicing. The Commission is withheld automatically at the time of each charge, through the Payment Provider's fee mechanism, on Bookings paid through the Platform's payment gateway. There is no monthly billing cycle, no periodic invoice payable by the OPERATOR for Commission, and no obligation to report sales. BLUENAVYCABO will make the details of each withholding available to the OPERATOR on the Platform. The Monthly Fee, when agreed, is charged pursuant to the Cover Agreement (Commission and Monthly Fee).

Adjustments and account statement. When, by virtue of a refund, a chargeback, a correction, an uncollected Monthly Fee, or any other item, a balance results in favor of or against either Party, BLUENAVYCABO will record it as a charge or credit in the OPERATOR's account statement within the Platform, stating its reason, and the details will remain permanently available for consultation in the panel. Account statement entries are unalterable: every correction is recorded as a new entry, never by modifying a prior one. Balances so recorded will be settled in the manner and at the frequency the Parties agree. If, upon termination of the agreement, a liquidated and enforceable balance owed by the OPERATOR remains, BLUENAVYCABO will demand it in writing and the OPERATOR will pay it within the following ten (10) business days; overdue balances will accrue default interest of two percent (2%) per month or the maximum rate permitted by law and by judicial criteria on usury, whichever is lower.

6. Sales Integrity and Own-Channel Exclusivity

Own-channel exclusivity. During the term of this agreement, the online booking and payment engine of the Operator's Own Channel will operate exclusively through the Platform; the OPERATOR shall refrain from installing, enabling, or linking on its own website, application, or own-brand pages any online booking or payment engine other than the Platform. This exclusivity is limited to the Operator's Own Channel and does not restrict the OPERATOR's freedom to sell or promote its services through agencies, online marketplaces, third-party platforms, or other channels outside its own brand, whose sales do not accrue Commission and are not subject to verification.

No obligation to report sales. The OPERATOR is not required to record on the Platform its sales collected through other means, nor to report them, nor to submit them to audit: BLUENAVYCABO charges Commission only on what passes through the Platform's payment gateway. The only thing prohibited is deliberate circumvention: interrupting a purchase already initiated on the Platform in order to divert that End Customer to a different payment method for the purpose of avoiding the Commission, or manipulating the amounts recorded on the Platform so that they reflect less than what was actually collected through it. Outside those two cases, the OPERATOR is free to manage its sales and payment channels as it sees fit.

7. Refunds

The cancellation and refund policy toward the End Customer is set by the OPERATOR, who must disclose it before payment, and the eligibility for and amount of each refund are governed by that policy. The Platform provides the tools to execute full or partial refunds, but the decision and its cost belong to the OPERATOR.

Commission on refunded money. When the OPERATOR refunds a charge in whole or in part before the departure date and time of the Booking—that is, without the service having been provided—the proportional part of the Commission corresponding to the refunded amount will be credited to the OPERATOR: no Commission accrues on a service that was not provided and whose price was refunded. Refunds that the OPERATOR decides to grant after the service has been provided—as a courtesy, as a commercial guarantee, or for any other reason—do not generate a Commission credit: the Commission accrued with the Booking that was served.

8. Chargebacks and Disputes

For purposes of this agreement, "Dispute" includes any chargeback, unrecognized charge claim, reversal, or similar proceeding initiated before the card issuer, the payment network, or the Payment Provider with respect to the charge for a Booking. Disputes are handled between the OPERATOR and the Payment Provider, since the charges are made in the OPERATOR's name, and their economic outcome belongs entirely to the OPERATOR, including the disputed amount and any fees, fines, and penalties that the payment network or the provider impose in connection with the Dispute.

Obligations of the Parties. (i) BLUENAVYCABO will deliver to the OPERATOR, within forty-eight (48) hours after it becomes aware of the Dispute or is requested to do so, the evidence package recorded on the Platform: the Booking record and terms, proof of acceptance of the purchase terms, communications sent to the End Customer, and records of ticket verification or scanning. (ii) The OPERATOR undertakes to notify BLUENAVYCABO, no later than the next business day, of any Dispute of which it is notified directly, and to submit to the Payment Provider its response and any supplementary evidence available to it (passenger manifest, signed forms, boarding logs) within seventy-two (72) hours after it becomes aware of the Dispute, without waiting for the network's deadline to expire. BLUENAVYCABO is not a party to the Dispute and is not liable for its outcome.

Booking disputed before departure. If the Dispute is received before the departure date of the Booking, the Booking shall be deemed canceled and the OPERATOR shall not be obligated to provide the service, unless the charge is regularized before departure.

Commission. If the Dispute is resolved against the OPERATOR and the charge is reversed with respect to a Booking whose service was not provided, the proportional part of the Commission corresponding to the reversed amount will be credited to the OPERATOR in the account statement, consistent with Section 7. If the service has already been provided, the accrued Commission is neither refunded nor credited, regardless of the outcome of the Dispute.

Excessive Disputes. If Disputes attributable to the OPERATOR exceed the thresholds of the payment network or of the Payment Provider, or reach a level that jeopardizes the connected account or the operation of the Platform, BLUENAVYCABO may, with simultaneous notice and only while the cause persists, suspend the Platform Channel for new sales by the OPERATOR, without affecting the operation of departures already sold. The repeated accumulation of valid Disputes arising from services not provided or from unrecognized charges attributable to the OPERATOR constitutes grounds for termination for cause pursuant to Section 21.

9. Obligations of BLUENAVYCABO

BLUENAVYCABO undertakes to: (i) keep the Platform available using commercially reasonable efforts; the Platform is provided "as is" and "as available", without warranty of uninterrupted or error-free operation, pursuant to Section 10; (ii) give reasonable advance notice of scheduled maintenance and endeavor to perform it during low-activity hours; (iii) perform daily backups of the information and, in the event of loss, restore from the latest available backup; (iv) implement administrative, technical, and physical security measures that are reasonable and appropriate to the type of data and the state of the art, without storing full card numbers or security codes, which are handled exclusively by the Payment Provider; (v) provide the support agreed in the Cover Agreement; (vi) notify the OPERATOR of any security incident affecting data of its End Customers, within the time frame and with the content set forth in Section 14, together with the containment measures adopted; (vii) enable manual recording of bookings as a basic fallback operation during interruptions; and (viii) acknowledge, as the OPERATOR acknowledges, that BLUENAVYCABO does not guarantee any volume of sales, number of Bookings, traffic, or commercial result: the Platform is a sales and management tool, not a promise of demand.

10. Availability and Service Level

The Platform is provided "as is" and "as available". BLUENAVYCABO does not guarantee uninterrupted availability and owes no payment, credit, rebate, or compensation for unavailability, except as provided in Section 18. In the event of an interruption, BLUENAVYCABO will use commercially reasonable efforts and will restore the service as a priority over any other activity.

Monthly availability level. BLUENAVYCABO undertakes to maintain availability of the essential functions of the Platform (recording and collection of Bookings, and the administration panel) of no less than ninety-nine point five percent (99.5%) of the minutes of each calendar month, as measured by BLUENAVYCABO's monitoring system, the log of which will be made available to the OPERATOR upon request. The following do not count as unavailability: (i) scheduled maintenance notified at least twenty-four (24) hours in advance and performed during low-activity hours, up to four (4) hours per month; (ii) failures of third parties beyond BLUENAVYCABO's reasonable control (Payment Provider, telecommunications, email or calendar providers); (iii) acts of God or force majeure under Section 23; and (iv) interruptions caused by the OPERATOR or by its improper use of the Platform.

As the sole consequence of unavailability, if monthly availability falls below ninety-nine point five percent (99.5%) in two (2) consecutive calendar months, or below ninety-eight percent (98%) in any calendar month, or if a total unavailability attributable to BLUENAVYCABO exceeds twenty-four (24) continuous hours, the OPERATOR may terminate this agreement immediately and without liability, pursuant to Section 20, this being its exclusive remedy for unavailability. If a defect in the Platform causes a double booking or overbooking, BLUENAVYCABO will cooperate in the rebooking or resolution with the End Customer and will be liable on the terms and subject to the limit of Section 18. Configuration, pricing, or capacity errors entered by the OPERATOR are not attributable to BLUENAVYCABO.

11. Changes to the Platform and Preview Features

BLUENAVYCABO may improve, modify, and update the Platform—including its appearance, its flows, and the third-party integrations it uses—without this constituting a breach, provided that it does not eliminate or substantially degrade, without offering a reasonable alternative, the contracted essential functions: recording and collection of Bookings, the administration panel, communications to End Customers, reports, and data export. The elimination or substantial degradation of an essential function without an alternative will entitle the OPERATOR to terminate the agreement pursuant to Section 20.

Features identified on the Platform as "beta," "pilot," or "preview" are offered as is and as available, without any guarantee of continuity or results; they may be modified or withdrawn at any time, their use is optional, they do not count for purposes of Section 10, and their failure does not give rise to liability for BLUENAVYCABO insofar as it does not affect the essential functions.

12. Obligations of the OPERATOR

The OPERATOR undertakes to:

1. upload and maintain truthful and up-to-date information about its services, displaying prices with taxes included in accordance with consumer protection legislation (article 7 Bis of the Ley Federal de Protección al Consumidor, the Federal Consumer Protection Law);

2. actually provide the services sold and be liable to the End Customer for their quality, safety, crew, and equipment;

3. keep its permits, concessions, registrations, and insurance in force, complying at all times with the requirements of Section 29 (Operator Insurance and Permits), and evidence this with the documents and within the time frames set forth therein; the lack of current proof entitles BLUENAVYCABO to suspend the generation of new Bookings pursuant to Section 19, with the OPERATOR's obligation to operate departures already sold remaining in effect;

4. safeguard access credentials, be responsible for the acts of the users it registers, and not share access with third parties unrelated to its business;

5. use the Platform lawfully, without recording simulated transactions;

6. have its own privacy notice toward its End Customers, and publish the purchase terms referred to in Section 13 and obtain their acceptance;

7. handle the complaints and claims of its End Customers, acknowledging receipt within a maximum of seventy-two (72) hours and providing a substantive response within the following fifteen (15) calendar days; in the case of claims filed before the Procuraduría Federal del Consumidor (PROFECO, the Federal Consumer Protection Agency) or another authority, notify BLUENAVYCABO within twenty-four (24) hours after being notified, appear at the conciliation hearings, and keep BLUENAVYCABO informed of the status of the proceeding; BLUENAVYCABO will cooperate by providing the relevant information recorded on the Platform, without thereby assuming the role of provider of the tourism service;

8. pay the Commissions and, if applicable, the Monthly Fee on time;

9. notify BLUENAVYCABO, within twenty-four (24) hours after it occurs or after becoming aware of it, of any accident, injury, medical attention to an End Customer, or breakdown that interrupts a departure, and of any inspection, request, sanction, or commencement of proceedings by the Capitanía de Puerto (Harbor Master's Office), SEMAR (Mexican Navy), PROFECO, SEMARNAT (Ministry of Environment and Natural Resources), or another authority, related to the services sold through the Platform, providing the available details, updates thereto, and its cooperation in handling the incident;

10. disclose in each service listing, before payment, any mandatory charge not included in the price that the End Customer must pay at the destination (for example, dock fees or protected natural area access fees), with its amount or method of calculation; any undisclosed mandatory charge claimed by an End Customer will be refunded to the End Customer at the OPERATOR's expense;

11. refrain from entering sensitive personal data, full card numbers, or access credentials in free-text fields of the Platform; BLUENAVYCABO may delete data entered in contravention of this item, with notice to the OPERATOR;

12. honor the terms of each confirmed Booking: it is prohibited to retroactively modify the price, the included services, or the cancellation policy of an already confirmed Booking, except by agreement with the End Customer that is recorded on the Platform; and

13. give passengers the safety talk or briefing before each departure and obtain, when the activity so warrants under applicable regulations, the passenger assumption-of-risk and fitness form that the OPERATOR uses, which must contain at a minimum the passenger's identification, a description of the activity and its risks, the passenger's fitness statement and, in the case of minors, the signature of the parent or guardian; without such signature the service will not be provided. That form is a document between the OPERATOR and its passenger, and BLUENAVYCABO is not a party to it.

13. Nature of the Relationship, Declared Commercial Agency, Exclusion of Liability, and Indemnification

Technology provider and collection agent. BLUENAVYCABO is a technology provider and a limited payment collection agent: it does not provide tourism services, does not organize or market excursions on its own account, does not operate, crew, lease, or own vessels, does not transport passengers, does not employ or direct the crew or staff of the OPERATOR, does not decide whether a departure sets sail, is delayed, or is canceled, and is not a party to the tourism service contract entered into between the OPERATOR and the End Customer.

Declared and limited commercial agency. For purposes of articles 273, 274, and 285 of the Código de Comercio (Commercial Code), the OPERATOR grants BLUENAVYCABO a limited, revocable, and non-exclusive commercial agency mandate (comisión mercantil) to, expressly in the name and on behalf of the OPERATOR: (i) facilitate and record Bookings for the OPERATOR's services through the Platform; and (ii) receive on behalf of the OPERATOR, through the Payment Provider and in the OPERATOR's connected account, the price paid by the End Customer. Pursuant to article 285 of the Código de Comercio, by contracting expressly in the name of the OPERATOR, BLUENAVYCABO assumes no obligation of its own toward the End Customer. The tourism service contract is formed directly and exclusively between the OPERATOR—as seller, provider, and holder of the payment—and the End Customer. This mandate does not authorize BLUENAVYCABO to set or modify prices, capacity, itineraries, cancellation policies, or any condition of the service, all of which belong exclusively to the OPERATOR.

Absence of other relationships. Nothing in this agreement creates a partnership, association, joint venture, franchise, employment relationship, agency other than the commercial agency mandate agreed herein, or representation between the Parties, nor fiduciary duties of one toward the other.

Visible record of the intermediation. BLUENAVYCABO will display, and the OPERATOR authorizes it to display, on the payment screen, on the ticket, and in confirmation emails, a notice identifying the OPERATOR as the sole provider of and party responsible for the service and BLUENAVYCABO as the operator of the booking platform and collection agent on behalf of the OPERATOR, reading as follows: "The tourism service is provided by, and is the responsibility of, [Operator's name], RFC [Operator's RFC], nautical tourism permit [permit number]. BlueNavyCabo only operates the booking platform and collects payment in the name and on behalf of the Operator." The OPERATOR may not hold itself out, whether to End Customers, insurers, or authorities, by attributing to BLUENAVYCABO the role of organizer, travel agency, co-organizer, or provider of the service.

End Customer terms and stipulation in favor of a third party. The OPERATOR undertakes to publish its own terms of sale and obtain the End Customer's acceptance of them before payment; such terms must: (i) identify the OPERATOR as the sole provider of and party responsible for the service; (ii) contain its cancellation and refund policy; and (iii) include an express stipulation in favor of BLUENAVYCABO, under articles 1868 and 1869 of the Código Civil Federal (Federal Civil Code), whereby the End Customer acknowledges that BLUENAVYCABO is not a party to the tourism service contract and is not liable for its performance. BLUENAVYCABO may directly demand compliance with said stipulation.

Exclusion of warranties and of liability for the tourism service. BLUENAVYCABO grants no warranty whatsoever, express or implied, regarding the quality, safety, suitability, punctuality, or actual provision of the OPERATOR's tourism services. Without prejudice to the mandatory exceptions of Section 18, BLUENAVYCABO is not liable to the OPERATOR, its End Customers, or third parties for:

• (a) any accident, injury, illness, death, or damage occurring during the nautical activity or on board, or in connection therewith;
• (b) the acts, omissions, negligence, or conduct of the crew, captains, or staff of the OPERATOR, who are not employees, agents, or dependents of BLUENAVYCABO;
• (c) the condition, safety, maintenance, or operation of the OPERATOR's vessels, personal watercraft, and equipment;
• (d) conflicts, interactions, or claims between the End Customer and the OPERATOR or its company;
• (e) the information, prices, itineraries, and content that the OPERATOR uploads to the Platform; and
• (f) the tax, labor, environmental, and regulatory compliance of the OPERATOR.

The OPERATOR is solely responsible for the truthfulness, accuracy, and currency of the content it uploads to the Platform—descriptions, photographs, itineraries, capacities, prices with taxes included, age or health restrictions, and risk warnings—and will be exclusively liable to the End Customer and before any authority for misleading information or advertising, without BLUENAVYCABO having any duty to verify it.

Status as tourism service provider. The OPERATOR represents that it is the tourism service provider within the meaning of article 3, fraction XI, of the Ley General de Turismo (General Tourism Law), that it is registered in the Registro Nacional de Turismo (National Tourism Registry) pursuant to article 48 of said law, and that it is the sole party bound toward the tourist for the obligations that said law imposes on the provider, including the obligation to refund, credit, or compensate for the unfulfilled service.

No assumption of third-party risks. No provision of this agreement shall be construed as an express acceptance by BLUENAVYCABO of liability for acts of God or force majeure for purposes of article 2111 of the Código Civil Federal, nor as an assumption of the nautical or commercial management of the OPERATOR's vessels.

Indemnification. The OPERATOR undertakes to hold harmless BLUENAVYCABO, its owner, employees, and collaborators, and to indemnify them for damages and reasonable defense costs, against any claim by End Customers, third parties, or authorities arising from: (a) the provision of—or failure to provide—the tourism service, including injuries, death, or damages occurring in connection with it; (b) its permits, insurance, crew, or vessels; (c) the information and content that the OPERATOR has uploaded; (d) its tax, labor, or environmental obligations; and (e) any breach of this agreement. The duty to defend is triggered as soon as the claim, if well-founded, would fall within any of the foregoing cases, without the need to await any resolution.

Defense procedure. BLUENAVYCABO will promptly notify the OPERATOR of the claim in writing; delay in giving notice releases the OPERATOR only to the extent of the prejudice it actually causes the OPERATOR. The OPERATOR will assume the defense with counsel reasonably acceptable to BLUENAVYCABO and will conduct it diligently; BLUENAVYCABO will cooperate at the OPERATOR's expense and may participate with its own counsel at its own cost. Neither Party may enter into any settlement or compromise that admits liability of the other Party or imposes obligations on it without that Party's prior written consent, which may not be withheld without reasonable cause. If the OPERATOR does not promptly assume the defense, BLUENAVYCABO may conduct it at the OPERATOR's expense.

14. Personal Data

For purposes of the Ley Federal de Protección de Datos Personales en Posesión de los Particulares (Federal Law on the Protection of Personal Data Held by Private Parties), published in the Diario Oficial de la Federación (Official Gazette of the Federation) on March 20, 2025, and its secondary regulations, the OPERATOR is the controller of the processing of its End Customers' personal data and BLUENAVYCABO acts as processor. In that capacity, BLUENAVYCABO undertakes to: (i) process the data solely in accordance with this agreement and the documented instructions of the OPERATOR; (ii) refrain from using the data for its own purposes and from selling it; (iii) keep the data confidential without time limit; (iv) implement the security measures of Section 9; (v) notify the OPERATOR of any security breach affecting data of its End Customers, without undue delay and no later than seventy-two (72) hours after becoming aware of it, indicating the nature of the incident, the categories of data affected, the approximate number of affected individuals, the containment measures adopted, and a point of contact; and (vi) upon termination of the relationship, deliver to the OPERATOR a complete copy of the data and delete it within the following ninety (90) calendar days, except for data that it must retain due to a legal or tax obligation and data strictly necessary for the defense of claims, the handling of payment Disputes, or responding to requests from authorities, which will be kept blocked and only for the time strictly necessary.

Infrastructure and reasonable security. The database and systems through which the Platform is operated are hosted on the Platform Infrastructure, operated and managed by BLUENAVYCABO—directly or through the sub-processors referred to in this section—and not on systems of a third party outside its control. BLUENAVYCABO undertakes to apply administrative, technical, and physical security measures that are reasonable and appropriate to the type of data and the state of the art—without committing to infallible or perfect security, which no law requires—to protect the data against loss, destruction, alteration, and unauthorized use, access, or disclosure. BLUENAVYCABO's liability to the OPERATOR for a breach, leak, or loss of data hosted on the Platform Infrastructure is subject to the limit and structure of Section 18, unless there is willful misconduct or gross negligence on the part of BLUENAVYCABO, in which case it is liable in accordance with the law.

Sub-processors. The OPERATOR gives general authorization for BLUENAVYCABO to rely on sub-processors to operate the Platform (payment processing, delivery of communications, hosting, calendars, and similar services), who shall be bound in writing to data protection conditions equivalent to those of this section. BLUENAVYCABO will keep the list of sub-processors published and up to date and will notify the OPERATOR of additions at least ten (10) calendar days in advance; if the OPERATOR objects to an addition for reasonable cause and BLUENAVYCABO does not offer an alternative, the OPERATOR may terminate the agreement without penalty pursuant to Section 20.

Obligations of the OPERATOR. The OPERATOR warrants that it has a privacy notice toward its End Customers that covers the processing provided for in this agreement, including the remittance of the data to BLUENAVYCABO in its capacity as processor. The OPERATOR undertakes to use the personal data obtained from the Platform solely to operate its services and serve its End Customers, refraining from selling the data and from sending communications without consent; and it will notify BLUENAVYCABO, immediately and in writing, of any compromise of its credentials, devices, or systems that may affect the security of the Platform or of the data, with the available details and the measures adopted. The Parties will coordinate in good faith before notifying a breach to the competent personal data protection authority or to the affected individuals, without such coordination delaying compliance with the legal deadlines of the obligated Party.

15. Ownership and Portability of Information

Ownership. The End Customer, Booking, and catalog data that the OPERATOR uploads or generates on the Platform belong to the OPERATOR, which may export them at any time from the Platform itself.

Free portability of End Customer data. Upon termination of the agreement for any reason, BLUENAVYCABO will deliver to the OPERATOR, free of charge and in a commonly used electronic format, a complete copy of the personal data of its End Customers and of its Bookings. This delivery is mandatory and unconditional: it may not be made subject to the payment of any amount, to the signing of a release, or to any other condition, in recognition of the right of data subjects to have their data remain with their controller; it will take place even when there are outstanding balances, without prejudice to the collection of such balances through the means provided in this agreement.

Additional services that may be charged. The following fall outside the foregoing free portability and may be quoted and charged separately, subject to the OPERATOR's prior written acceptance: custom reports, extractions in special formats or structures, reconfiguration of its account, and migration, integration, or personalized technical assistance work that the OPERATOR requests in order to move its operation to another system. The distinction is clear: the tourist's data is delivered free of charge; custom work performed on that data is charged.

Aggregated data. BLUENAVYCABO may use aggregated and anonymous Platform usage information to improve the Platform, without identifying End Customers or disclosing commercial information of the OPERATOR.

16. Intellectual Property in the Software and License of Use

Ownership. The software, the source and object code, the architecture, the databases, the design, the documentation, the domain names and the "BlueNavyCabo" trademark, and the other elements of the Platform are and will remain the exclusive property of Santiago Tangassi García. This agreement does not transfer to the OPERATOR ownership of the Platform or any right other than the license of use agreed in Section 3.

Nature of the license. The license of use is non-exclusive, non-transferable, non-sublicensable, revocable, and limited to the term of this agreement; it terminates automatically upon termination of this agreement.

Prohibitions. The OPERATOR may not, either directly or through an intermediary: (i) copy, reproduce, distribute, resell, sublicense, lease, or commercialize the Platform or any of its components; (ii) decompile, disassemble, reverse engineer, or attempt in any way to access the source code or the logic of the Platform; (iii) demand the delivery or escrow of, or access to, the source code, which under no circumstances forms part of the subject matter of this agreement; (iv) develop or commission, based on the access this agreement gives it, a product that imitates or competes with the Platform; or (v) remove or alter proprietary notices.

Content of the OPERATOR. The trademarks, logos, photographs, and content that the OPERATOR uploads belong to it, and it grants BLUENAVYCABO a limited, free, and revocable license to reproduce them solely to the extent necessary to operate the Platform.

Marketing license. In addition to the operational license, the OPERATOR authorizes BLUENAVYCABO to use its trade name, its logo, and photographs of its services to identify it as a customer of the Platform and to present its case on BLUENAVYCABO's website, social media, and sales materials. This authorization is free of charge and revocable: the OPERATOR may withdraw it at any time by simple written notice, in which case BLUENAVYCABO will stop producing new materials with those elements and will have thirty (30) calendar days to remove those already published in the media under its control.

Warranty of title. The OPERATOR warrants that it is the owner or licensee of the content it uploads to the Platform and that it has the necessary authorizations from identifiable persons appearing in its photographs and videos, and will be liable to BLUENAVYCABO for any claim on these grounds.

Suggestions. BLUENAVYCABO may freely use, without compensation, the suggestions, ideas, and comments that the OPERATOR makes about the Platform, without this transferring to BLUENAVYCABO any right over the OPERATOR's commercial information.

Protection of the trademark and of access. The OPERATOR shall refrain from: (a) using "BlueNavyCabo," "Blue Navy Cabo," or names confusingly similar to them as search engine advertising keywords or as part of its domain names, accounts, or trade names; and (b) extracting data from the Platform in bulk or in an automated manner outside the export functions provided.

17. Confidentiality

Each Party will keep confidential the non-public information of the other Party to which it has access by reason of this agreement—including commercial terms and financial and technical information—and will use it solely for the purposes of this agreement. This obligation survives for two (2) years after the termination of the relationship in the case of commercial, financial, and technical information; in the case of personal data learned in connection with the processing, and of industrial or trade secrets that retain that status, confidentiality survives without time limit in accordance with applicable law. The obligation does not apply to public information, to information that the receiving Party already lawfully knew, or to information that must be disclosed by order of a competent authority.

18. Restoration as the Principal Obligation and Limitation of Liability

Fix first, money later. The Parties agree that, in the event of any failure, interruption, or defect attributable to the Platform, BLUENAVYCABO's principal obligation is to restore and correct the service as a priority over any other activity, pursuant to Section 10, and not the payment of a sum of money. The payment of damages is subsidiary and is available only when restoration does not remedy the harm, and always within the limits and exceptions of this section.

Exclusions. BLUENAVYCABO is not liable for damages arising from the provision of the tourism service, from accidents, from operational decisions, or from information uploaded by the OPERATOR, nor for failures of third parties beyond its reasonable control (Payment Provider, hosting, email, or telecommunications providers). In no event will it be liable for indirect, incidental, or punitive damages, or for lost profits.

Monetary cap. Without prejudice to the foregoing, and as an ultimate limit, BLUENAVYCABO's total and aggregate liability for events attributable to the Platform is limited to the amount agreed in the Cover Agreement (by default, the greater of the Commissions and Monthly Fees actually paid by the OPERATOR in the three (3) months prior to the event and the fixed amount set forth therein).

Mandatory exceptions (not capped or excluded). The limitations and exclusions of this section do not apply, and BLUENAVYCABO is liable in accordance with the law, in the case of: (i) willful misconduct or bad faith, the waiver of which is null and void under article 2106 of the Código Civil Federal; (ii) gross fault or gross negligence of BLUENAVYCABO; (iii) harm to the life or physical integrity of persons; and (iv) the non-waivable rights that the law grants to consumers and passengers. If a competent authority declares any limitation excessive, it shall be deemed reduced to the maximum permitted by law, with the remainder of the agreement remaining in effect.

Recovery and set-off. If BLUENAVYCABO pays, refunds, or is required to cover any amount attributable to the OPERATOR—including chargebacks, payment network fees or fines, refunds to End Customers for services not provided, sanctions imposed by authorities, and reasonable defense costs—it may recover such amount by setting it off against any amount owed to the OPERATOR, or by demanding it within ten (10) calendar days following its written demand, pursuant to Section 5. This limit does not reduce the OPERATOR's indemnification obligations.

19. Suspension of Service

BLUENAVYCABO may suspend the OPERATOR's access to the Platform: (a) upon ten (10) calendar days' prior notice, for curable breaches that persist after the notice—including failure to pay the Monthly Fee for more than thirty (30) calendar days pursuant to the Cover Agreement (Commission and Monthly Fee)—; (b) immediately, with simultaneous notice, in the event of fraudulent use, illegal activity, serious security risk, or a request from a competent authority; (c) immediately and limited to the generation of new Bookings for the affected services, when any of the insurance policies or permits of Section 29 (Operator Insurance and Permits) expires, is canceled, or lacks proof of renewal, until BLUENAVYCABO verifies the renewal, with the OPERATOR's obligation to operate departures already sold remaining in effect; and (d) immediately and to the extent strictly necessary to restore operations, when anomalous or abusive use of the Platform or its interfaces by the OPERATOR degrades the service that BLUENAVYCABO provides to other customers. During the suspension no new Bookings may be generated, but the OPERATOR will retain read-only access in order to operate departures already sold, and accrued obligations will remain in effect. The service will be reactivated once the cause has been cured.

20. Termination for Cause by the OPERATOR

The OPERATOR may terminate this agreement for cause immediately, without liability, and by simple written notice, if: (i) the unavailability provided for in Section 10 occurs; (ii) BLUENAVYCABO commits a material breach that it does not cure within fifteen (15) calendar days following the OPERATOR's written notice; (iii) a security incident caused by BLUENAVYCABO's gross negligence occurs; (iv) BLUENAVYCABO uses the data of the OPERATOR or of its End Customers in contravention of Sections 14 or 15; (v) BLUENAVYCABO eliminates or substantially degrades an essential function without a reasonable alternative, under Section 11, or adds a sub-processor that has been objected to without offering an alternative, under Section 14; or (vi) BLUENAVYCABO breaches the regulatory compliance obligations of Section 27.

21. Termination for Cause by BLUENAVYCABO

BLUENAVYCABO may terminate this agreement for cause immediately, by simple written notice and without the need for a judicial declaration, if the OPERATOR: (i) evades Commissions as described in Section 6; (ii) operates without valid permits, registrations, or insurance, or has them revoked by an authority, and does not cure this within fifteen (15) calendar days—or immediately if this poses a risk to persons—; (iii) uses the Platform fraudulently or illegally, records simulated transactions, or provides material false information; (iv) accumulates repeated chargebacks attributable to it for services not provided or unrecognized charges; (v) shares access with third parties unrelated to its business, decompiles, reverse engineers, or attempts to copy the Platform, or breaches the own-channel exclusivity of Section 6; (vi) commits any other material breach that it does not cure within fifteen (15) calendar days following BLUENAVYCABO's written notice; (vii) enters into commercial insolvency proceedings (concurso mercantil), becomes insolvent, or ceases payments; or (viii) breaches the regulatory compliance obligations of Section 27. Termination for cause does not release the OPERATOR from paying accrued and unpaid balances.

22. Termination and Its Effects

Either Party may also terminate this agreement at any time, without cause and without penalty, by written notice given thirty (30) calendar days in advance. Upon termination for any reason: (i) accrued and outstanding Commissions and Monthly Fees become due, and automatic charging of the Monthly Fee ceases as of the following month; (ii) BLUENAVYCABO will deliver to the OPERATOR the complete export of its information and the free portability of its End Customers' data pursuant to Section 15; (iii) Bookings already sold with a later departure date will be honored through the Platform until their departure, with the agreed Commission, unless the Parties agree to transfer their management to the OPERATOR, with the insurance and permit obligations of Section 29 remaining in effect until then with respect to those departures; (iv) the data deletion regime of Section 14 will apply; and (v) the sections on confidentiality, personal data, intellectual property, limitation of liability, and indemnification, as well as outstanding payment obligations, will survive.

23. Acts of God and Force Majeure

Neither Party shall be liable for breaches caused by acts of God or force majeure, including hurricanes and other weather phenomena, port closures ordered by the authorities, health emergencies, widespread infrastructure failures, or acts of authority, to the extent and for as long as the event prevents performance. If the event continues for more than sixty (60) calendar days, either Party may terminate the agreement without liability. This section covers denial-of-service cyberattacks, malware, and other serious cyber events beyond the reasonable control of the affected Party. Acts of God and force majeure do not excuse the payment of amounts accrued before the event; the deadline for such payment shall be deemed extended only while the event materially prevents payment.

24. General Provisions

• Assignment and continuity: neither Party may assign this agreement without the prior written consent of the other, except for an assignment by BLUENAVYCABO to a company incorporated by its owner that continues the same operation, in which case written notice will suffice. In the event of the death or incapacity of the owner of BLUENAVYCABO, the agreement will continue with whoever legally succeeds the owner in the operation of the Platform, who will assume the data custody, deletion, and portability obligations of Sections 14 and 15; failing that, the OPERATOR may terminate the agreement without liability and will be entitled to the free portability of Section 15.
• Amendments: only in a writing accepted by both Parties. The Commission, the Monthly Fee, the limitation of liability, the grounds for termination for cause, and the other essential conditions may only be modified by an agreement signed by both Parties in the manner provided in Section 25; an exchange of emails between the contacts listed in the Cover Agreement, with express acceptance, serves as written evidence only for operational communications and updates.
• Operational annexes: the list of sub-processors referred to in Section 14, the support channels and hours, and the other annexes of an operational nature may be updated by BLUENAVYCABO by written notice given thirty (30) calendar days in advance; if the update substantially harms the OPERATOR, the OPERATOR may terminate the agreement without penalty pursuant to Section 20 before the update takes effect.
• Notices: in writing, to the addresses and email addresses set forth in the Cover Agreement; an email with acknowledgment of receipt or a reply is valid as notice.
• Entire agreement: the Agreement (the Cover Agreement with its annexes and these Terms) supersedes any prior agreement on the same subject matter; if any provision is declared null, the others remain valid.
• Prior representations (non-reliance): each Party acknowledges that in entering into this agreement it is not relying on any representation, promise, or information other than those set forth in writing in this agreement and its annexes; this waiver does not limit liability arising from willful misconduct or bad faith.
• Headings: are for reference only.

25. Electronic Acceptance and Retention of Records

Execution of the agreement. This agreement, its annexes, and any amendment to its essential conditions will be signed, principally, by means of an advanced electronic signature—the e.firma issued by the Servicio de Administración Tributaria (Tax Administration Service) or an advanced electronic signature issued by an accredited certification service provider, under articles 89, 97, and other applicable articles of the Código de Comercio—or by handwritten signature. The exchange of emails with express acceptance is reserved for the notices, notifications, and operational communications provided for in this agreement and for updates to the operational annexes of Section 24; it does not substitute for the advanced electronic or handwritten signature for entering into the agreement or for modifying the Commission, the Monthly Fee, the limitation of liability, the grounds for termination for cause, or other essential conditions.

The Parties recognize the full validity and evidentiary force of data messages generated or exchanged in connection with this agreement, under articles 80, 89, 89 bis, 90, 90 bis, and 93 of the Código de Comercio and articles 1803 and 1834 bis of the Código Civil Federal, including: the acceptance of this agreement and its annexes in the manner indicated in the preceding paragraph; the acceptances of terms and conditions that End Customers give in the Platform's purchase process; and the notices between the Parties provided for in this agreement. BLUENAVYCABO will retain, for each relevant acceptance, a record consisting of the full and unaltered version of the accepted text, its cryptographic fingerprint, the timestamp, and the corresponding session and order data, and may also obtain from an accredited certification service provider the retention certificates provided for in NOM-151-SCFI-2016. The OPERATOR acknowledges that such records, together with the Platform logs, constitute valid evidence of the execution, date, and content of the acts they document, without prejudice to evidence to the contrary.

26. Governing Law and Jurisdiction

Before initiating any legal action, the Parties will attempt to resolve the controversy through direct negotiation between their responsible representatives, initiated by a written notice describing the controversy and the claim, for fifteen (15) business days from the notice. If it is not resolved, either Party may propose mediation before a recognized institution, which will proceed only if both Parties accept it, and whose cost will be borne equally. Once negotiation—and, if applicable, mediation—has been exhausted, the judicial route will be open. The foregoing does not prevent either Party from seeking urgent measures, nor does it suspend the payment deadlines of undisputed obligations. This agreement is governed by the laws of the United Mexican States, in particular the Código de Comercio and, on a supplementary basis, the Código Civil Federal. For its interpretation and performance, the Parties expressly submit to the competent courts of Los Cabos, Baja California Sur, waiving any other jurisdiction to which they may be entitled by reason of their present or future domiciles.

27. Regulatory Compliance: Anti-Corruption and Anti-Money Laundering

Each Party represents and undertakes, for itself and for the persons acting on its behalf, to: (i) comply with applicable legislation on combating corruption and on the prevention and identification of transactions involving proceeds of illicit origin—in particular the Ley General de Responsabilidades Administrativas (General Law of Administrative Responsibilities), the Código Penal Federal (Federal Criminal Code), and the Ley Federal para la Prevención e Identificación de Operaciones con Recursos de Procedencia Ilícita (Federal Law for the Prevention and Identification of Transactions with Proceeds of Illicit Origin), and their implementing regulations—as well as any other legislation on the subject that applies to it; (ii) not offer, promise, give, solicit, or accept, directly or indirectly, bribes, payments, gifts, or any other undue advantage to or from public officials or private parties for the purpose of obtaining or retaining business or an advantage related to this agreement; (iii) guarantee that the funds it allocates to the performance of this agreement and those it receives through it are of lawful origin, and refrain from using the Platform, the connected account, or the charges processed through it to conceal, transfer, or give the appearance of legitimacy to proceeds of illicit origin; (iv) comply with the identification, verification, and monitoring requirements that the Payment Provider and the law impose with respect to its account holders, beneficial owners, and transactions, and keep up to date the information it provides for that purpose; (v) inform the other Party, as soon as it becomes aware, of any investigation, request, or proceeding by an authority related to these matters that affects the performance of this agreement, to the extent permitted by law; and (vi) cooperate in good faith with the other Party in responding to requests from a competent authority or from the Payment Provider on these matters. BLUENAVYCABO may suspend the generation of new Bookings or the OPERATOR's charges, with simultaneous notice and only while the cause persists, when the Payment Provider or a competent authority so requires for reasons related to this section. Breach of this section constitutes grounds for termination for cause pursuant to Sections 20 and 21.

28. Taxes of Each Party

Each Party is responsible, on its own account and independently, for the calculation, filing, and payment of the taxes, contributions, and duties that apply to it by reason of the income it obtains and the transactions it carries out under this agreement—including income tax and any other tax levied on its activity—as well as for its obligations to issue tax receipts and to withhold and remit taxes in accordance with Mexican tax legislation. Neither Party assumes or guarantees any tax obligation of the other. The treatment of the value added tax, VAT (Impuesto al Valor Agregado, IVA), on the Commission and the Monthly Fee is as provided in the Cover Agreement (Commission and Monthly Fee). Withholdings that a Party is legally required to make on payments to the other will be made and remitted in accordance with the law, with delivery of the respective certificate, and will not be considered a payment default.

29. Operator Insurance and Permits

The OPERATOR undertakes to maintain, throughout the term of the agreement and until the departure of the last Booking sold through the Platform, with respect to each listed vessel:

1. Valid nautical tourism permit (procedure SEMAR-05-007-A, modality A or B) covering the route and modality of each listed service, with proof of payment of the latest annual fee.

2. Users' or travelers' insurance, in accordance with the Ley de Navegación y Comercio Marítimos (Navigation and Maritime Commerce Law) and its Regulations, issued by an insurer authorized by the Comisión Nacional de Seguros y Fianzas (National Insurance and Surety Commission), covering death, injury, and baggage of each passenger, including embarkation and disembarkation, with the minimum sums insured required by said legislation at the time the policy is taken out or renewed.

3. Third-party civil liability insurance (protection and indemnity) with a combined single limit of no less than one million United States dollars (USD $1,000,000.00) per occurrence, whose declarations page or endorsement EXPRESSLY covers commercial or tourist charter use with paying passengers.

4. Crew coverage: a crew policy or proof of current enrollment of the crew members with the IMSS (Mexican Social Security Institute), as permitted by applicable law.

5. Valid operating documents: certificate of registry, safety certificate, entry in the Registro Público Marítimo Nacional (National Public Maritime Registry), Registro Nacional de Turismo certificate, seafarer's record books or crew licenses and, when the route requires it, the CONANP (National Commission of Natural Protected Areas) and ZOFEMAT (Federal Maritime-Terrestrial Zone) permits.

6. Compliance with NOM-011-TUR-2001 when the service includes snorkeling, diving, kayaking, or another adventure activity: accident and medical expense insurance; a form signed by each tourist before the activity—and by the parent or guardian in the case of minors, without whose signature the service will not be provided—and a documented orientation talk.

BLUENAVYCABO as additional insured. The OPERATOR will designate BLUENAVYCABO as an additional insured under the third-party civil liability policy, will deliver the respective endorsement or certificate within ten (10) calendar days following each renewal, and will maintain that designation for twenty-four (24) months following termination of the agreement.

Verification. The OPERATOR will deliver to BLUENAVYCABO, as an onboarding requirement and within ten (10) calendar days following each renewal, the declarations page of each policy and proof of payment of the premium, and will give written notice, within forty-eight (48) hours, of any cancellation, reduction, non-payment, or non-renewal of its policies or permits. The policies must be in the name of the same person who signs this agreement or expressly cover the OPERATOR, and must cover the entirety of the service sold, including any segments that the OPERATOR subcontracts to third parties. If a certificate expires without being renewed, BLUENAVYCABO may immediately suspend the generation of new Bookings for the affected services until it verifies the renewal, with the OPERATOR's obligation to operate departures already sold remaining in effect. The receipt or review of documents by BLUENAVYCABO does not constitute approval of, or a guarantee of the sufficiency of, the coverage, nor does it limit the OPERATOR's liability or indemnification obligations.

Insurance notice on the ticket. The OPERATOR authorizes and instructs BLUENAVYCABO to include on the ticket and in the confirmation of each Booking the traveler insurance notice required by the Reglamento de la Ley de Navegación y Comercio Marítimos (Regulations of the Navigation and Maritime Commerce Law)—insurer, policy number, covered risks, and policy period—using the data that the OPERATOR keeps recorded on the Platform, the accuracy and updating of which shall be the OPERATOR's sole responsibility.