1.

Tours To Be Provided

a.

The shore excursions, tours, and other items or services (collectively, the “Tours”) to be offered by Operator to passengers and other guests of Cruise Line (collectively, the “Passengers”) operating under the brand name(s) identified above, and any booking and cancellation policies related thereto, are specified herein. Notwithstanding the foregoing, any and all Tours provided by Operator at the request of Cruise Line during the Term will automatically be covered by the terms of the Agreement and are included within the meaning of the term “Tours” as defined herein. Operator acknowledges that the control and responsibility of the Tours remains exclusively with the Operator. If any Passenger is dissatisfied with the Tour such that Cruise Line, in its sole discretion, determines that full or partial reimbursement of the Tour ticket is appropriate, the amount shall be deducted by Cruise Line from amounts otherwise due to Operator under the Agreement.

b.

Unless otherwise provided hereunder with respect to a particular Tour, all transportation provided in connection with a Tour shall be exclusively for Passengers and crew of Cruise Line (operating under any of its brands).

c.

In allocating Tours, resources and other matters related thereto among the Cruise Line and other customers of Operator, Operator agrees to treat the Cruise Line as a preferred supplier. Among other things, this status shall mean that Operator will not allocate all of its best tour guides, buses, hotel facilities, time slots, etc. to other customers of Operator, including but not limited to other cruise lines. Additionally, Operator agrees that in the event it provides more preferable Tour pricing and rates than those contemplated herein the Agreement to any other cruise line or other guest category (including but not limited to Carnival, NCL, Princess, Holland America, Costa, or any other resort establishment) that it shall also provide the same or better pricing and rates to Cruise Line.

2.

Pricing for Tours

a.

The net (non-commissionable) prices to Cruise Line for the Tours are specified in the Special Terms. All prices quoted are in U.S. dollars, unless otherwise expressly noted. Regardless of changes in operating costs, including but not limited to, local taxes or government surcharges, the prices set forth in the Special Terms are fixed for the entire Term unless expressly stated otherwise in the Special Terms.

b.

The Cruise Line may charge Passengers such prices as it determines in its sole discretion for a Tour. Unless the Special Terms expressly provide that Operator may collect payments from Passengers, the Cruise Line shall be the sole Party authorized to collect any payment for a Tour from the Passengers (excluding tips).

3.

Non-reimbursement for Expenses

a.

Expenses. Cruise Line shall not be liable to reimburse Operator for any of its expenses incurred in connection with the Tours or pursuant to the Agreement.

b.

Registration Requirement. In the event the Tours are offered for Royal Caribbean Cruises Ltd. or Celebrity Cruises Inc. only, Operator consents to registration with, and monitoring on, Cruise Line’s third-party supplier management system.

4.

Description of Tours.

a.

The Tours to be provided by Operator have been separately described in the Tour content worksheets prepared by Operator, which have been provided to Cruise Line. Those Tour descriptions, but not anything else provided by Operator (including, but not limited to payment terms, cancellation terms, warranties, limitations of liability or choice of law) is incorporated into the Agreement. The Tours may not be materially modified without notifying Cruise Line at least thirty (30) calendar days in advance or as soon as reasonably practicable. For the avoidance of doubt, the change of a hotel used in the Tour shall generally be considered a material modification to the Tour.

b.

Operator acknowledges that the Cruise Line will develop and advertise or market descriptions of the Tours based on the Tour descriptions contained in the Tour content worksheets. Such descriptions need not receive the prior approval of the Operator, but descriptions of such Tours may be made available, for example, through the Internet, for review by the Operator.

5.

Additional Payment Terms

a.

Operator agrees to provide its services to Cruise Line employees without charge, in conjunction with their escort duties, except for actual incurred expenses, the net cost of air transportation and the net cost of accommodations, as applicable.

b.

Cruise Line reserves the right to re-negotiate the pricing during the Term of the Agreement.

c.

No payments will be advanced for Operator’s services. Cruise Line reserves the right to refund any Passengers in the event of non-performance of Operator’s services in whole or in part at any time, and to deduct such discretionary payments from monies otherwise due to Operator. Cruise Line, in its sole discretion and without liability to Operator or any other third party, may: (i) change the itineraries of any of its vessels at any time without notice; (ii) take any of its vessels out of service, whether temporarily or permanently; (iii) sell or charter any vessel to third parties; (iv) begin operation of a vessel currently operating under Cruise Line’s brand name to a different brand name; or (v) or otherwise remove a vessel from the cruise trade. Notwithstanding anything to the contrary, Cruise Line will not be liable for any cancellation charges as a result of any of the actions described in this paragraph.

d.

Tour titles set forth in the Agreement, and/or in the Operator’s Tour content worksheets, are for internal reference only and are subject to change without the necessity of amending the Agreement.

e.

Operator will receive payment for services according to our standard procedures and requirements as outlined in the Cruise Line’s Ground/Tour Operator Guidelines document, which includes instructions concerning the use of Cruise Line’s Authorization for Payment forms and/or the delivery of original invoices (turnaround and hotels) to Cruise Line’s principal offices, among other matters.

6.

Customized Tours. From time to time, Cruise Line may request that Operator develop unique combinations of transportation and/or tours that are not described in the Agreement. Subject to the terms of this Section, Operator and Cruise Line agree to the following arrangements regarding these unique combinations (each a “Customized Tour”).

a.

Scope. Each Customized Tour can only consist of:

i.

car, limousine, train or bus transportation (“Ground Transportation”) for cruise Passengers, for which Transportation insurance is required pursuant to Section 11;

ii.

ferry service for cruise Passengers (“Water Transportation”), for which Water Tour insurance is required pursuant to Section 11;

iii.

a Tour described in the Agreement with insurance coverage pursuant to Section 11;

iv.

one or more of the following Tour types: horseback riding, bicycle tours, museum tours, dining venues, sightseeing tours, cultural tours, camel rides and safari rides, for which Land Tour insurance is required pursuant to Section 11; or

v.

any combination of the foregoing.

b.

Ordering Process

i.

Requests for a Customized Tour may be made to Operator by: (a) members of Cruise Line’s Shore Excursions Team (shoreside), and Shore Excursions’ Group Sales, Private Journeys and Accessible Teams (Miami Office); (b) members of Cruise Line’s Onboard Shore Excursions Team; (c) Cruise Line Shore Concierge inbox [email protected]; (d) a member of the Cruise Line Destination management team; and/or (e) Cruise Concierge Staff on board. Once request is received, a member of the Cruise Line concierge team will contact the Operator for arrangement of the Customized Tour. Such requests may be initiated either orally or in writing to Operator’s primary contact person indicated in the Cruise Line’s system.

ii.

If Operator elects to make a proposal to Cruise Line based on the request, it shall do so by sending an email to the requesting person describing the components of the Customized Tour, the net charges due from Cruise Line for each person participating in the Customized Tour, and the payment schedule and cancellation schedule applicable to that Customized Tour, if different from the ones specified in the Agreement.

c.

Confirmation and Pricing

i.

If Cruise Line and Operator agree upon a Customized Tour, then Operator shall provide to Cruise Line an email describing the: (A) components of the Customized Tour; (B) the dates and times for each component; (C) the expected number of Passengers on the Customized Tour; and (D) the net (non-commissionable) pricing to Cruise Line for that specific Customized Tour.

ii.

Cruise Line shall indicate its acceptance of that program described as in the paragraph above by email to the Operator’s primary contact (“Final Confirmation”); provided, however, that if a Customized Tour incorporates any activity that falls outside of the permitted activities as described in clause (a) above, Operator shall not provide the Customized Tour to any Passenger(s) unless and until a separate formal amendment to the Agreement covering that Customized Tour has been executed by both Operator and Cruise Line’s Managing Director of Global Tour Operations or a Vice President of Cruise Line.

d.

Payment and Cancellations: Except as may be otherwise expressly provided in the Final Confirmation if and as agreed to by Cruise Line, payments for Customized Tours and the cancellation of the same shall be made as provided in the Agreement.

e.

Additional Representations and Warranties

i.

Operator hereby represents and warrants that: (A) its insurance meets all of the requirements set forth in the Agreement and covers all elements of the Customized Tours, including (but not limited to) those described herein; and (b) Operator’s subcontractors, if any are used to provide any element of a Customized Tour, have insurance meeting all of the requirements set forth in the Agreement and the insurance of such subcontractors covers all such elements of the Customized Tours, including (but not limited to) those described herein.

ii.

Operator acknowledges that the control and responsibility of the Customized Tours requested by Cruise Line hereunder remains exclusively with the Operator.

7.

Termination

a.

Either Party may terminate the Agreement upon thirty (30) days’ prior written notice if the other Party has failed to perform or observe any material term or condition of the Agreement, unless such default or breach can be and has been cured within that notice period.

b.

Cruise Line shall have the right to terminate the Agreement for convenience upon thirty (30) days’ prior written notice to Operator.

c.

Notwithstanding the expiration or termination of the Agreement, at the request of Cruise Line, Operator shall honor any Tours that as of the effective date of such expiration or termination had been booked by Cruise Line and confirmed by Operator. In that event, all terms and conditions of the Agreement shall remain in full force and effect until the completion of such Tours, but no additional Tours may be booked under the Agreement after the effective date of such expiration or termination.

8.

Operator Responsibilities

a.

No advertising, promotion, marketing, press releases, or publicity shall be employed by Operator that uses the name, logos, trademarks, or service marks of Cruise Line, or its subsidiaries or affiliates, without the prior written approval of Cruise Line, which approval may be withheld by Cruise Line in its sole discretion.

b.

Operator is solely responsible for obtaining any and all third party consents, talent releases and/or other approvals (collectively, “Releases”) as may be necessary for Cruise Line to use Tour descriptions, images and/or videos provided by Operator to Cruise Line. By providing such content to Cruise Line, Operator represents and warrants that it possesses all necessary Releases authorizing Cruise Line to use all such content in advertising and marketing materials promoting the Tours.

c.

For the limited purposes of selling and promoting the Tours, Operator hereby grants to Cruise Line a non-exclusive license for the use and display of Operator’s name and service marks.

d.

It is anticipated that all Tours under the Agreement shall be arranged, booked, and facilitated solely through Cruise Line on its Passengers’ behalf with the Operator. Operator shall not directly or indirectly offer, sell, or arrange Tours for any Passengers via any form of E-Commerce, OTA, Travel Consortium or travel seller of any type in lieu of directly through Cruise Line. Notwithstanding the foregoing, the Parties agree that from time to time in the event any groups or individuals sailing on Cruise Line independently contact Operator for the direct arrangement and booking of Tours with Operator, then Operator shall advise Cruise Line and a protected commission due Cruise Line from Operator shall be mutually agreed between the Parties at such time in writing.

e.

Operator shall provide the Tours in accordance with the terms and conditions of the Agreement and the applicable brand-specific Tour Operator Guidelines which may be updated from time to time at Cruise Line’s sole discretion (and which Operator acknowledges receipt of same).

9.

Indemnification; Related Expenses

a.

Operator agrees to indemnify, hold harmless and defend Cruise Line, its parent, affiliates, subsidiaries, the owners of any Cruise Line vessel, any charterers, and any other operators of the Cruise Line’s vessel, and their respective officers, directors, employees, shareholders, agents and representatives (collectively the “Cruise Line Indemnitees”), from and against any and all losses, claims, liabilities, damages, causes of actions, legal fees, costs, and expenses which may arise or be claimed against the Cruise Line Indemnitee(s) as a consequence or arising from (i) the business or operations of Operator and services provided to the Cruise Line Indemnitees and their Passengers; or (ii) Operator’s breach of the Agreement or failure to comply with any of its obligations under the Agreement. Without limiting the generality of the foregoing, Operator shall be fully liable for acts of any of its employees, officers, representatives, subcontractors, or agents, relating to, in connection with or otherwise arising as a consequence of the Tours and shall be obligated to indemnify, hold harmless, and defend the Cruise Line Indemnitees against the same.

b.

Cruise Line shall promptly notify Operator in writing of any suits, claims, or demands for which Operator is responsible under the Agreement and shall give the Operator full opportunity and authority to assume the defense of such suits. Operator may settle any suit, claim, or demand with the written consent of Cruise Line, which consent shall not be unreasonably withheld. If Operator fails or refuses to defend a Cruise Line Indemnitee or to engage counsel reasonably satisfactory to Cruise Line within fifteen (15) days after Cruise Line’s notice seeking indemnification, the Cruise Line may, at Operator’s sole expense: (i) defend such liability; (ii) settle or compromise such liability on such commercially reasonable terms and conditions as Cruise Line shall determine; and (iii) seek and recover from Operator any remedies or actual damages the Cruise Line Indemnitees incur, including the amount paid by the Cruise Line Indemnitees to settle or compromise such liability and costs of defense. Operator shall not admit to a violation of applicable laws or plead guilty to any criminal violation or conduct alleged to have been committed by Cruise Line or any other Cruise Line Indemnitee without first obtaining the prior written approval of Cruise Line, which approval may be granted or withheld in the sole and absolute discretion of Cruise Line. Each Party shall furnish to the other Party, upon request, reasonable information and assistance for defense against any such claim, potential claim, suit or demand. Where any information and/or documentation is shared, said information is shared based on the Parties’ common interest in defending litigation or potential litigation arising out of an alleged incident. All communications and exchange of documents and information are made under an agreement that (ii) they will remain confidential and not be disclosed to third parties; (ii) that they are intended to be used in the defense of a claim; (iii) and that they will be used to engage in a joint effort/common defense strategy. No work product privilege claimed shall be waived by the exchange of any documents amongst us.

10.

Insurance

a.

Operator shall maintain, throughout the Term of the Agreement and at its own expense, the types of insurance specified in this Section. If any work provided for or to be performed under the Agreement is subcontracted, Operator shall maintain and shall require the subcontractor(s) to maintain and furnish the Cruise Line with insurance as specified in this Section.

b.

Operator has the sole responsibility of confirming and ensuring that its mandatory insurance provided hereunder will cover all elements of every Tour it provides for Cruise Line, including services or operations provided by any subcontractors and any Tours added after the date hereof. Operator has an affirmative obligation to advise Cruise Line in writing immediately if Operator’s or its subcontractor’s insurance coverage is reduced or eliminated during the Term of the Agreement for any reason. Failure to so notify Cruise Line will constitute a material breach of the Agreement by Operator. Operator covenants and agrees not to undertake any Tour if Operator’s and/or its subcontractor’s insurance does not comply with the insurance requirements specified hereunder. Throughout the Term of the Agreement, Cruise Line reserves the right to unilaterally amend its minimum insurance requirements specified in this Section by providing written notice to Operator.

c.

Prior to the Agreement commencing, Operator shall obtain from each of its insurers a waiver of subrogation in favor of Cruise Line Indemnitees and, with the exception of Workers’ Compensation, name each of the Cruise Line Indemnitees as additional insureds in all their capacities in each insurance policy as set forth in this Section. The obligations of Operator to name Cruise Line Indemnitees as additional insureds shall apply regardless of the enforceability or the indemnity obligations of Operator in the Agreement. The limits specified in this Section shall be minimum limits only, and the Cruise Line Indemnitees as additional insureds shall be entitled to the full limits of all policies actually obtained. No “other insurance” provision shall be applicable to the Cruise Line Indemnitees by virtue of having been named an additional insured or loss payee under any policy of insurance and Operator’s insurance shall be primary with respect to the Cruise Line Indemnitees. Operator shall ensure that any endorsement naming the Cruise Line Indemnitees as additional insureds shall not exclude from coverage the sole negligence of the additional insureds or negligence of the additional insureds without negligence of the named insured. Operator shall provide Cruise Line Certificates of Insurance as set forth in this Section, and such Certificates of Insurance must be in English.

d.

In the event that liability for any loss or damage is denied by Operator’s insurers, in whole or in part, because of breach by Operator of its contract of insurance or for any other reason, or if Operator’s insurers fail to defend or pay the claims of Operator, or if Operator fails to maintain any of the insurances herein required, Operator shall indemnify, defend, and hold harmless each of the Cruise Line Indemnitees pursuant to this Section from and against any and all indemnifiable claims which would otherwise be covered by said insurance.

e.

Operator and its subcontractors must be insured for all risks related to their Tours. The minimum insurance requirements of Royal Caribbean Cruises Ltd. and its subsidiaries and affiliates are as follows:

i.

The Operator’s insurance must provide coverage for liability alleged against Cruise Line and its subsidiaries and affiliates arising from the operations of its subcontractors. This coverage must be provided for in the Operator’s policy and will be in addition to coverage afforded by the subcontractor’s policy. This does not apply to Flight Tours or Scuba Tours.

ii.

The Operator’s general liability policy must contain contingent automobile legal liability and, if applicable, contingent watercraft legal liability (or equivalent coverage). Such policy shall not exclude coverage for infectious or communicable disease.

iii.

All Operators and their subcontractors must name Royal Caribbean Cruises Ltd., its subsidiaries and affiliates, and their respective officers, directors, employees, agents, and representatives as additional insureds on the certificate of insurance for each insurance policy (with the exception of Workers’ Compensation).

iv.

Insurance carrier must have an AM Best rating of A XII or better.

v.

Insurance certificates should list any relevant policy exclusions. If there are no exclusions, the certificate should so state.

vi.

All policies shall include a waiver of subrogation in favor of Royal Caribbean Cruises Ltd., its subsidiaries and affiliates, and their respective officers, directors, employees, agents, and representatives.

vii.

All polices shall include a primary and non-contributory endorsement.

viii.

Cruise Line must be sent written notice by the Operator’s insurance company thirty (30) days prior to the cancellation of the Operator’s insurance policy.

ix.

The insurance coverage for all Tours must include Worldwide jurisdiction.

x.

Insurance certificates written in a language other than English must be translated into English.

xi.

The amount of coverage required by Cruise Line depends on the type of Tour, and/or the components included in the Tour. The minimum coverage amounts required are listed below. All amounts are in U.S. dollars, unless otherwise expressly stated. Per incident means any one accident happening to one or more Passengers during one Tour departure.

xii.

The amount of coverage must meet the minimum statutory requirements or the minimum coverage amounts stated below, whichever is greater.

xiii.

The amount of coverage must not be eroded or affected by any expenses, fees, costs of defense, or pre- and post-judgement interest.

The requirements contain herein are the minimum requirements of Royal Caribbean Cruises Ltd. and its subsidiaries and affiliates. Operators and their subcontractors should consult with their insurance agent, broker, or other risk or insurance consultant retained by the Operator to determine appropriate coverages, limits, and terms and conditions to protect themselves against risks arising out of the operation of their business.

Water Tours: Protection & Indemnity and General Liability of not less than $2,000,000 per incident (higher limit required for tender operators).

Scuba Tours: Protection & Indemnity and General Liability of not less than $2,000,000 per incident. In addition, each diver must carry PADI or NAUI insurance of $1,000,000.

Land Tours: General Liability of not less than $2,000,000 per incident.

Tours with alcohol: Any Tours offering alcoholic beverages, liquor liability of not less than $2,000,000 per incident is required.

Transportation: Automobile liability coverage of not less than:

United States, any other North American location where transportation is subject to US DOT regulations, and Europe:
(a) $2,000,000 per occurrence for transportation in vehicles with capacity to seat 15 passengers or less;
(b) $5,000,000 per occurrence for transportation in vehicles with capacity to seat 16 passengers or more.

Caribbean and all other jurisdictions:
$2,000,000 per occurrence

Loyalty Islands, South Pacific:
$1,000,000 per occurrence

Flight Tours: Aviation/Aircraft Liability of not less than U.S. $5,000,000 per incident or U.S. $1,000,000 per seat (not including pilot and co-pilot) unless local, jurisdictional or governmental requirements are greater.

If Tours have multiple components, then the corresponding insurance certificate must reflect the correct amount of coverage for each component. For example: land/water Tours with a cash bar should reflect insurance coverage of U.S. $2,000,000 per incident for Protection and Indemnity, General Liability and Auto Liability (if applicable) and U.S. $2,000,000 per incident for Liquor Liability.

11.

Liens

a.

Operator confirms that its entry into the Agreement is based solely upon the credit of Cruise Line and not based upon the credit on any of the vessels owned or operated by Cruise Line, its subsidiaries, affiliates and/or brands. Operator expressly waives any right to a maritime lien, and agrees that it, its parent, subsidiaries, affiliates, and related companies, and the owners, officers, directors, employees, agents and subcontractors thereof, will neither assert, prosecute, or execute a maritime lien on, initiate or pursue any actions in rem against, or otherwise encumber or take action that may affect title to (collectively, “encumbrance”), any vessel owned or operated by Cruise Line, its subsidiaries, affiliates, and/or brands for any matter arising from, related to, or in connection with the Agreement or from employment on the any such vessel, including under the Jones Act, and expressly waives any lien it might otherwise have had on any such vessel. Operator agrees to obtain the same waiver of lien, and express waiver of reliance on the credit of any vessel set forth in the first paragraph of this Section from any subcontractor, or supplier used by Operator to perform its obligations arising from, related to, or in connection with the Agreement.

b.

Operator agrees to immediately remove any lien or encumbrance, or remedy any lien or encumbrance attempted or attempting to be asserted or prosecuted, including by subcontractors, contrary to this Section. Operator shall immediately secure the release of any vessel from any arrest, attachment, or seizure that may arise in conjunction with any such liens waived or prohibited by this Section. Operator further agrees to defend, indemnify, and hold the Cruise Line and its subsidiaries, affiliates, officers, directors, employees, and agents (each referred to herein as the “Indemnified Party”) harmless from and against any and all claims asserted by the holder or holders or purported holders of such liens and losses incurred by Cruise Line related thereto. Operator further agrees to pay any and all legal fees and other legal costs that may be incurred by the Indemnified Party in securing the release of a vessel and/or in defending any such claim. This Section shall survive expiration or termination of the Agreement.

12.

Relationships of Parties

Operator’s relationship with Cruise Line during the Term of the Agreement shall be that of an independent contractor. Operator shall not have, and shall not represent that it has, any power, right or authority to bind Cruise Line or to assume or create any obligation or responsibility, express or implied, on behalf of Cruise Line or in the Cruise Line’s name. Nothing related in the Agreement shall be construed as constituting Operator and Cruise Line as partners, or as treating the relationships of employer and employee, franchisor and franchisee, master and servant or principal and agent or joint venture between the Parties hereto.

13.

Representations

Each Party warrants and represents that: (a) it is duly organized, validly existing and in good standing; (b) it has all necessary power and authority to execute and deliver the Agreement, and to perform its obligations under the Agreement; (c) the Agreement constitutes a valid, legal, and binding obligation, enforceable against it, in accordance with its terms; (d) the execution, delivery, and performance of the Agreement will not constitute a violation of any law, rule, regulation, or court order applicable to it; (e) it has no commitment, express or implied, with any other person, firm or corporation that is in conflict with the terms, conditions, and understandings contained in the Agreement; and (f) it has or will obtain and maintain all government licenses, permits, and approvals that are necessary or advisable for the implementation of the Agreement and shall throughout the Term of the Agreement comply with all applicable laws, regulations, rules, and ordinances.

14.

General

a.

Publicity and Advertising. Operator agrees to authorize Cruise Line (and/or its promotional partners, assignees and licensees) the absolute and unlimited right throughout the world and in perpetuity to include photographic, video, audio, and any other visual or audio portrayals of Operator’s Tours, including (based on the waiver described below) (i) Operator’s employees, designees, agents, independent contractors, legal representatives, affiliates, assigns, transferees, licensees, and sub-licensees; and (ii) Passengers. This absolute and unlimited authority shall include the names, voices, and/or other likenesses taken during or in connection with the Operator’s Tours, whether they are captured by Cruise Line or the Operator, (including any images, likenesses, names, or voices) in any medium of any nature whatsoever for any purpose (including the right to edit, combine with other materials, or create any derivative thereof) for the purpose of without limitation trade, advertising, sales, publicity, promotional, training, or otherwise, without compensation to Operator, and all rights, title and interest therein (including all worldwide copyrights therein) shall be Cruise Line’s sole property, free from any claims from Operator or any person deriving any rights or interest from Operator. Operator hereby agree that such grant shall include, but not be limited to, the unrestricted right to copy, revise, distribute, display, re-display, publish, re-publish and sell photographs, images, films, tapes, drawings, or recordings in any type of media (including but not limited to the internet). Operator hereby agree that all rights, title and interests therein (including all worldwide copyrights therein) shall be Cruise Line’s sole property, free from any claims by Operator or any person deriving any rights or interest from Operator in perpetuity. Operator further understands and agrees that professional onboard photographers and/or videographers may photograph a Tour and/or Cruise Line may use photographic, video, audio, and any other visual or audio portrayals obtained from Operator’s website or from Operator depicting Operator’s employees and Passengers, and that those photos, videos and/or audio portrayals may be used for any purpose described above without any liability to Cruise Line whatsoever. It is the sole responsibility of the Operator to obtain a written waiver in compliance with any and all federal laws of the United States and state and local laws in Florida from each and every Operator employee and Passenger which encompasses the employee’s or Passenger’s authorization and consent for Operator and/or Cruise Line to use and capture photographic, video, audio, and any other visual or audio portrayals of Operator’s Tour, including Operator’s employees and Passenger as described above, with no liability of any kind whatsoever to Cruise Line consistent with this provision. Operator understands and agrees that the waiver to be executed by Operator employees and Passengers must be voluntarily provided and it is the sole responsibility of Operator to keep records of executed waivers and to immediately provide Cruise Line with notice of any revocation of such written waiver by any Operator employee and/or Passenger. In the event that Operator fails to obtain a waiver for its employees or Passenger in compliance with this provision, Operator shall indemnify and hold Cruise Line harmless from any and all claims of any kind whatsoever where the waiver is deemed insufficient for any reason. Cruise Line shall also be entitled to take any legal measure necessary to enforce this provision and Operator agrees that Cruise Line shall be entitled to any and all attorney’s fees and costs incurred for any action brought for breach or enforcement of this provision of the Agreement.

b.

Governing Law; Jurisdiction; Attorneys’ Fees

i.

The validity, interpretation, and performance of the Agreement shall be governed by the laws of the State of Florida.

ii.

Operator acknowledges that pursuant to its agreement with the Passengers, all disputes and matters whatsoever arising under, in connection with or incident to the cruise ticket agreement between the Passenger and Cruise Line shall be litigated, if at all, in and before a court located in Miami, Florida, U.S.A., to the exclusion of the courts of any other state, territory, or country. Operator shall take no steps that contradict these arrangements.

iii.

Operator hereby irrevocably consents to the exclusive jurisdiction of any State or Federal court located in Miami/Dade County in the State of Florida in the event any action is brought by either Party pursuant to the Agreement. Operator hereby waives any venue or other objection that it may have to any such action or proceeding being brought in any State or Federal court located in Miami-Dade County.

iv.

If a suit, action, arbitration, or other proceeding of any nature whatsoever is instituted in connection with any controversy arising out of the Agreement, or to interpret or enforce any rights under the Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs, at trial and appellate levels.

c.

Assignments

i.

Operator shall not assign or transfer, in whole or in part, without Cruise Line’s prior written consent (which consent may be withheld for any reason or no reason), Operator’s rights, duties, or obligations under the Agreement to any other person or entity nor delegate any duty owed hereunder. Any change in control of Operator, whether by merger, stock, or asset acquisition or otherwise, will be deemed to be an attempted assignment of the Agreement and will be grounds for termination. Any attempted assignment, delegation or transfer by Operator without Cruise Line’s prior written consent, whether voluntary or involuntary, is void and grounds for termination of the Agreement with immediate effect and shall be wholly void and totally ineffective for all purposes.

ii.

Operator may subcontract the performance of any of Operator’s obligations under the Agreement to third parties provided that: (A) each such third party agrees to abide by the obligations and restrictions imposed on Operator by the Agreement, including, but not limited to, indemnification, insurance, safety, and service standard obligations, (B) notwithstanding such subcontract arrangement, Operator shall nevertheless remain fully responsible for the performance of all such obligations as if personally undertaken by Operator; and (C) Operator shall be fully responsible for any breach of the Agreement by such third party.

iii.

Cruise Line may transfer or assign all or any part of its interest in the Agreement without the consent of Operator. All obligations of Operator hereunder shall bind the heirs, representatives, successors, and assigns of Operator. All rights of Cruise Line hereunder shall inure to the benefit of its successors and assigns.

d.

Confidentiality

i.

The terms and conditions of the Agreement and any information and data of any nature including, but not limited to, proprietary, technical, business plans, customer lists, Customer Information, pricing information, operating plans, marketing, vendor invoices and purchase orders, operating, performance, cost, know-how, business pricing policies, programs, data systems, inventions, discoveries, trade secrets, techniques, process, computer programming techniques, and all record-bearing media containing or disclosing such information and techniques provided, disclosed or otherwise made available to Operator by Cruise Line, its agents or contractors in connection with the Agreement shall be deemed Confidential Information of Cruise Line (“Cruise Line Confidential Information”). As used herein and without limiting the generality of the forgoing, “Customer Information” means any and all Passengers’ information such as, but not limited to, name, address, telephone number, date of birth, social security number, or passport number provided to Operator. All Cruise Line Confidential Information, whether oral or written shall remain the property of Cruise Line.

ii.

With respect to Cruise Line Confidential Information received by Operator, such Cruise Line Confidential Information: (A) shall be held in confidence and protected in accordance with the security measures with which it protects its own proprietary or confidential information which it does not wish to disclose; (B) shall be used by Operator and its employees only to perform their responsibilities pursuant to the Agreement; (C) shall not be reproduced or copied, published, disclosed, or otherwise made available, in whole or in part, except as necessary for its authorized use under the Agreement and in strict compliance with all applicable data and privacy regulations and laws; and (d) shall be returned to Cruise Line upon request or destroyed, together with all copies, when it is no longer needed or upon termination or expiration of the Agreement. Without limiting the generality of the foregoing, Operator shall not disclose the terms of the Agreement or any other Cruise Line Confidential Information to any shareholder or other owner of Operator that is a direct competitor of Cruise Line, nor to any third party without Cruise Line’s express written authorization to do so.

iii.

Operator shall have no obligation to treat as proprietary any information which: (A) was previously known to Operator free of any confidentiality obligation; (B) is disclosed to third parties by Cruise Line without restriction; (C) is or becomes publicly available other than by Operator’s breach of its obligations; or (D) is independently developed by Operator.

iv.

Operator shall not issue any press releases or engage in other types of publicity of any nature dealing with the commercial or legal details of the Agreement without Cruise Line’s prior written approval.

v.

Cruise Line considers its customers, customer lists, and all relative information as proprietary and confidential. With the exception of performing its obligations under the Agreement, Operator has no authority to directly market to, sell to, or solicit Cruise Line customers or Passengers without the express written consent of Cruise Line.

vi.

The Parties agree that Cruise Line may from time to time share and exchange Tour information with its affiliates and subsidiaries.

vi.

The provisions of this Section shall survive the termination or expiration of the Agreement.

e.

Force Majeure. Notwithstanding anything to the contrary contained herein, neither Party shall be liable to the other Party, nor be deemed to have defaulted under or breached the Agreement, for any delay or failure in performing any term of the Agreement directly or indirectly resulting from acts beyond its reasonable control including, without limitation, acts of God; flood, fire, accident, collision, grounding, perils of the sea, earthquake, epidemic, pandemic, quarantine, or viral or communicable disease outbreak; war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; act, order, or requirement of any governmental authority; national, regional, or other public emergency; disruption of supply chains; disruption of transportation systems; disruption of labor force; and other events of a similar or dissimilar nature beyond the reasonable control of a Party (collectively, “Force Majeure Event(s)”). In the event of a Force Majeure Event, the Party claiming relief due to such Force Majeure Event shall promptly notify the other Party in writing of the Force Majeure Event, and shall further promptly notify such Party once the Force Majeure Event ends (which determination shall be made in the notifying Party’s reasonable discretion). If a Force Majeure Event occurs, either Party may terminate the Agreement by written notice to the other Party without liability or penalty for such termination. Upon the occurrence of a Force Majeure, the Party so affected shall continue to make all reasonable efforts in good faith to comply with the terms of the Agreement and shall return to full compliance hereof as soon as is reasonably practicable.

f.

Notice. Except as otherwise expressly provided herein, all written notices, reports and documents permitted or required to be delivered by the provisions of the Agreement shall be delivered by hand, or by Federal Express, or by deposit with United States mail by Registered or Certified Mail, Return Receipt Requested, postage prepaid, and shall be deemed so delivered by hand, one (l) business day after transmission by telegraph or confirmed facsimile transmission, three (3) business days after deposit with Federal Express for “International Priority” delivery, or seven (7) business days after placement in United States mail and addressed to the Parties at the addresses set forth in the Special Terms, in the case of Operator, and to the address set forth below, in the case of Cruise Line, or to such addresses as may from time to time be designated by either of them be notice similarly given in accordance with this Section.

g.

Survivability. Any provision of the Agreement that by its context is intended to apply after termination or expiration of the Agreement (e.g., indemnification and confidentiality obligations) shall survive its termination or expiration.

h.

Taxes. Operator shall be solely responsible for, shall bear and shall pay any and all government taxes and other charges imposed upon, arising out of or related to the Operator’s property, operations or performances under the Agreement, which are levied and assessed by any governmental agency. The foregoing shall not include income taxes on Cruise Line’s net profits.

i.

Waiver. The waiver by either Party of any breach of the Agreement by the other Party in a particular instance shall not operate as a waiver of subsequent breaches of a same or different kind. The failure of either Party to exercise any rights under the Agreement in a particular instance shall not operate as a waiver of the Party’s right to exercise the same or different rights in the subsequent instances.

j.

Third Party Beneficiary. Other than as expressly set forth herein, the Agreement shall not be deemed to provide third parties with any remedy, claim, right or action or other right.

k.

Limitation of Liability. Notwithstanding any other provision of the Agreement and to the fullest extent permitted by law, neither Cruise Line, its vessel owners, nor their respective directors, officers, employees, or agents shall be liable to Operator for any indirect, incidental, consequential, reliance or special damages or for lost revenues, lost savings, or lost profits of any kind regardless of the cause of action or theory of liability.

l.

Entire Agreement and Modification, Amendment, Waiver

i.

The Agreement, including its Exhibits and schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and all prior negotiations, agreements, proposals, representations, statements, or understandings, whether written or oral, concerning the subject matter hereof and communications are merged herein and superseded hereby. Except for Sections 15 through 21, the terms of the Agreement may not be waived, changed, or modified in any manner whatsoever, except by a written document duly executed by both Parties hereto.

ii.

The Agreement may be executed and delivered by facsimile or portable document format (pdf) and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

m.

Vessel Deployment; Cancellation of Tours

i.

Cruise Line, in its sole discretion and without liability to Operator or any other third party, may: (A) change the itineraries of any of its vessels at any time without notice; (B) sell or charter any vessel to third parties; (C) begin operation of a vessel currently operating under Cruise Line’s brand name to a different brand name or otherwise remove a vessel from the cruise trade. There is no minimum number of calls or Tours guaranteed under the Agreement. Unless expressly provided to the contrary in this Agreement, Cruise Line will not incur any cancellation charges as a result of any of the actions described in this Section.

ii.

Cruise Line may, without penalty or liability to Operator or any other third party, cancel any Tours: (A) for Operator’s breach or failure to comply with its obligations under the Agreement or Cruise Line’s policies (including, but not limited to, the requirement to maintain adequate safety equipment and procedures); (B) due to an accident or incident involving a tour conducted by Operator (whether or not a Passenger is affected) or a subcontractor being used by Operator to conduct one or more Tours; or (C) for such other reasonable grounds as may be stated by Cruise Line (including, but not limited to, repeated complaints from Passengers regarding the Tour). Notwithstanding any provision of the Agreement to the contrary, Cruise Line will not incur any cancellation charges as a result of cancelling any Tours for the reasons described in this Section.

n.

Notice of Incidents; Right to Audit & Inspect

i.

Operator shall immediately notify Cruise Line after the accident or incident of:

A.

any accident or incident affecting a Passenger and involving a Tour conducted by Operator or a subcontractor being used by Operator to conduct one or more Tours; or

B.

any accident or incident resulting in serious or catastrophic injuries or death (whether or not a Passenger is affected) involving a tour conducted by Operator or a subcontractor being used by Operator to conduct one or more Tours.

ii.

During the Term of the Agreement and for up to two (2) years after the expiration or termination of the Agreement, Cruise Line shall have the right to periodically: (A) audit Operator’s pertinent documentation (including its claims history for the prior three (3) year period), at any time, without any advance notice; and (B) inspect Operator’s facilities and operations upon twenty four (24) hours advance notice to Operator. Operator shall cooperate in providing and/or making such documentation available to Cruise Line upon request.

15.

Cruise Line’s Public Health Protocols

a.

Operator will comply with Cruise Line’s Public Health Protocols as they may be updated from time to time and shall ensure that its employees and subcontractors become familiar with and comply with Cruise Line’s Public Health Protocols which may include mandatory SARS-CoV-2/COVID-19 testing at Operator’s expense. Operator and its employees and subcontractors may be required to undergo specific training related to Cruise Line’s Public Health Protocols, which training may be annual or more frequently if requested by Cruise Line.

b.

Operator shall comply with all laws, regulations, codes, or ordinances established by the governmental and administrative authorities that govern or apply to Operator’s performance under the Agreement including any laws, regulations, codes, ordinances, or public health guidelines pertaining to SARS-CoV-2/COVID-19 or any other communicable disease, and shall ensure that its employees and subcontractors also comply. To the extent that any applicable law, regulation, code, ordinance, guideline, or other governmental requirement is inconsistent with Cruise Line’s Public Health Protocols, Operator shall comply with the stricter requirement. Operator shall notify Cruise Line immediately in the event any applicable law, regulation, code, ordinance, guideline, or other governmental requirement is stricter than Cruise Line’s Public Health Protocols.

c.

Cruise Line may audit the Operator’s compliance with Cruise Line’s Public Health Protocols. If Cruise Line reasonably concludes Operator is not in compliance with Cruise Line’s Public Health Protocols or any applicable law, regulation or orders related to public health, Cruise Line may terminate the Agreement with immediate effect and without further liability to Operator.

d.

Operator acknowledges that being within six (6) feet of others increases a person’s chances of getting infected with SARS-CoV-2/COVID-19 and potentially other communicable diseases. Operator further acknowledges that Cruise Line has put in place preventative measures via Cruise Line’s Public Health Protocols to reduce the spread of the SARS-CoV-2/COVID-19, but Cruise Line cannot guarantee that Operator’s employees or agents will not become infected with SARS-CoV-2/COVID-19. Operator and its employees and agents assume these risks of providing Tours under the Agreement, and Operator acknowledges that the risk of becoming exposed to and/or infected by SARS-CoV-2/COVID-19 may result from the actions, omissions, or negligence of its employees or agents. Operator hereby releases and agrees to hold harmless Cruise Line and its affiliates, officers, directors, employees, and agents for any and all causes of action, claims, demands, damages, costs, and expenses related to SARS-CoV-2/COVID-19 that may arise in connection with the services provided under the Agreement.

e.

Operator is responsible to pay or reimburse Cruise Line for all medical care or other personal services requested or required, whether onboard or ashore, for its employees and the employees of its subcontractors and vendors, including the cost of any emergency medical care or transportation incurred by Cruise Line and any costs associated with the provision of medical services.

f.

Pre-Tour Review

i.

All Operator employees should undergo daily wellness screening prior to first contact on each ship call day and Operator must be able to provide supporting documentation. The wellness screening must include a temperature check and a questionnaire provided by Cruise Line. Health Screening Questionnaire can be found in the Tour Operator Guidelines document.

ii.

Operator is responsible for training their employees and venue employees on the contents of this document and on sanitation, physical distancing and PPE usage protocols pursuant to local regulations, or CDC guidance, whichever is stricter. Operator must be able to provide supporting documentation which evidences this training.    

iii.

Operator must begin each Tour with a scripted Pre-Tour Briefing provided by Cruise Line which will include reminders regarding the Guest Conduct Policy and specific guidelines related to COVID safety/health safeguards. Pre-Tour Briefing Script can be found in the Tour Operator Guidelines document.

iv.

Operator must have sufficient personnel on each tour to ensure compliance with these guidelines. The ratio of Operator personnel to Passengers will depend on group size, activity type, and environment but should always allow for smooth facilitation of the experience in accordance with all other guidelines outlined here.    

v.

Operator must allow for Cruise Line crew (“Crew Observers”) to participate in the tours. Space should be reserved for Crew Observers at a ratio of at least two (2) Crew Observer for every fifty (50) Passengers per tour, with allowance for additional Crew Observers if the tour destination has multiple venues.

g.

Cleaning and Sanitation

i.

Operator will thoroughly clean and disinfect all vehicles prior to the Tour departure and after the Tour has concluded, using a disinfectant product. Documentation verifying the scope and frequency of vehicle cleaning / disinfecting shall be maintained.

ii.

If vehicles are operated by a subcontractor, the Operator is responsible for vetting the subcontractor’s protocols to verify that they are in compliance with all local regulations and their standards align with the Public Health Protocols outlined here. Operator must be able to provide documentation as evidence of this vetting process.

iii.

Operator will perform regular cleaning and disinfection of frequently touched areas at tour venues, including restrooms and high traffic areas, using a disinfectant product. Documentation of the scope and frequency of venue cleaning/disinfecting should be maintained.

iv.

If venues are operated by a subcontractor, the Operator is responsible for vetting the subcontractor’s protocols to verify that they are in compliance with all local regulations and their standards align with the Public Health Protocols outlined here. Operator must be able to provide documentation as evidence of this vetting process.

v.

Operator must provide single-use equipment to tour participants for tour participants to keep where possible (for example headsets, lanyards, maps, etc.). All reusable excursion materials and equipment are to be cleaned and disinfected after every use using a disinfectant product. Documentation verifying the scope and frequency of materials cleaning / disinfecting should be maintained.

h.

Tour Observation. Should a violation of the below occur, Operator is responsible for completing a Tour Incident Report. If a Crew Observer is present, a second Tour Incident Report will also be completed by the Crew Observer.

i.

Passengers will be required to travel and remain with the designated shore excursion group while off the ship and follow all instructions provided by Cruise Line, the Operator and the applicable jurisdiction relating to health and safety. Failure to do so will lead to enforcement action, including being denied boarding or may constitute cause for a Passenger’s removal from the Tour, as well as the denial of boarding. Should a Passenger noticeably fail to comply with instructions OR should a Passenger exhibit symptoms of COVID-19 whilst on Tour, the Operator is responsible for (1) segregating the Passengers from the other passengers and arranging private return transfer to the ship; and (2) reporting. Further guidance on Tour Operator Response – Guest Conduct Policy Breach can be found in the Tour Operator Guidelines document.

ii.

A face covering should be worn by Operator employees, crew, and Passengers at times pursuant to the following: Operators should have a back-up supply of single-use face masks available should anyone require a replacement at any time during the tour. Further Face Covering Guidance can be found in the Tour Operator Guidelines document.

iii.

Physical distancing should be practiced throughout the Tour, including whilst queuing, during boarding and onboard transportation to the tour experience. Operator must plan accordingly to avoid exposing the Tour group to congested areas or interaction with external parties that lasts fifteen (15) minutes or longer.  

iv.

Open-air tour vehicles must be utilized where possible. Where enclosed vehicles are utilized, use of natural ventilation by opening vehicle windows is encouraged should environmental conditions allow. If air-conditioning is used it must be functioning and if possible, not set to recirculation.

v.

Operator must make face masks, sanitization wipes / hand sanitizer available throughout the Tour for Passenger’s use. Tours with Food & Beverage components must include the ability for tour participants to wash or sanitize their hands prior to food service.

vi.

Self-Service Food & Beverage options should not be permitted on Tours.

16.

Economic Sanctions

Operator represents, warrants, and agrees that neither it, nor any person that it engages to provide services for or on behalf of Cruise Line, will present business to Cruise Line, procure goods or services, or otherwise engage in transactions for or on Cruise Line’s behalf that (a) involve Persons, property, countries, or dealings targeted by Economic Sanctions; or (b) cause Cruise Line to be in violation of Economic Sanctions. For purposes of this provision, “Economic Sanctions” means (a) prohibitions and asset-blocking requirements implemented pursuant to the U.S. Trading with the Enemy Act, the U.S. International Emergency Economic Powers Act, and related executive orders and regulations, including prohibitions against commercial and financial transactions with Cuba, Iran, North Korea, Syria, the Crimea, Donetsk and Luhansk regions, the Government of Venezuela, and with Persons and property named on the U.S. Department of the Treasury’s Office of Foreign Assets Control List of Specially Designated Nationals and Blocked Persons; and (b) prohibitions and asset-blocking requirements authorized under regulations or measures implemented by His Majesty’s Treasury, the European Union and its Member States. For purposes of this section, “Person” means an individual, group, organization, entity, or similar. The aforementioned prohibition includes, without limitation, procuring goods or services for or on behalf of Cruise Line that originate in a country, and/or from a Person, targeted by Economic Sanctions.

17.

Anti-Corruption

Operator, including its employees and agents, has not taken, and will not take, any action in furtherance of an offer, payment, promise to pay, or authorization of the payment of any money, gift or of anything of value, directly or indirectly, to any government official or private person, or demand or accept the foregoing for the benefit of: (a) influencing, inducing or rewarding any act or decision by such person or by Operator to do or omit to do any act in violation of his or her lawful duty, (b) influencing, inducing or rewarding the improper performance of a relevant function or activity by such person or by Operator, (c) securing any improper advantage for such person or Operator, (d) inducing such person or Operator to use his or her influence with any governmental or private entity to affect any act or decision of the entity for the benefit of Operator’s business. For the avoidance of doubt, (i) the term “government official” includes any (a) officer or employee of government, department, agency, or instrumentality of a government (government-controlled enterprise), (b) public international organization or person acting in an official capacity, (c) political party or party official, and (d) candidate for political office; and (e) the practices prohibited hereunder include making facilitation payments or “grease payments” to government officials to expedite routine non-discretionary government action (e.g. processing permits, visas and licenses, scheduling inspections, clearing customs, etc.). In the event Operator fails to comply with this Section, Cruise Line may terminate the Agreement with immediate effect and without further liability to Operator. Notwithstanding expiration/termination of the Agreement, Operator agrees to cooperate with Cruise Line in the investigation of any instances of non-compliance.

18.

A.D.A. Compliance (Applies to U.S. Operators)

Cruise Line is subject to the requirements of the U.S. Department of Transportation Final Rule ‘Transportation for Individuals with Disabilities: Passenger Vessels’, 49 Code of Federal Register Part 39 (the “ADA Rule”). The ADA Rule is intended to ensure nondiscrimination of guests by passenger cruise lines on the basis of disability in accordance with the Americans with Disabilities Act. Under the terms of the ADA Rule, Cruise Line must ensure that any contractor or other person that provides services to Passengers or whose services affect Passengers meets the applicable requirements of the ADA Rule to the same extent as if Cruise Line was providing the service itself. Accordingly, and as an express condition to Cruise Line’s entering into the Agreement, Operator hereby represents that it is familiar with the requirements of the ADA Rule as they apply to its services and hereby covenants and agrees that it shall comply with all applicable provisions of the ADA Rule when providing services to Passengers or providing services that affect Passengers or when performing services on behalf of Passengers or prospective Passengers of Cruise Line. Pursuant to Section 14(n), Cruise Line may inspect Operator’s facilities and operations to verify Operator’s compliance with this Section. If the inspection reveals noncompliance by the Operator and the Operator does not implement corrective action to the satisfaction of Cruise Line, then Cruise Line may terminate the Agreement effective immediately upon written notice. Failure by Operator to comply with the ADA Rule or this Section shall constitute a material breach by Operator of the Agreement and Operator shall indemnify, defend and hold the Indemnitees harmless from any and all claims, costs, expenses and liabilities suffered by the Indemnitee(s) as a result of such noncompliance.

19.

Fair Labor Practices

Cruise Line is committed to ensuring that its workers and employees and those of its contractors and suppliers be treated with dignity and respect, and in accordance with fundamental fair labor principles as recognized by the International Labor Organization core conventions on Labor Rights. Accordingly, Operator agrees that it: (a) shall not use forced labor, whether in the form of prison labor, indentured labor, bonded labor or otherwise; (b) shall not use any child labor; (c) should treat its employees with respect and dignity and shall not subject them to any physical, sexual, psychological, or verbal harassment or abuse; (d) shall not discriminate in respect of employment and occupation and shall be committed to attracting and developing a diverse, motivated, and dedicated workforce without regard to race, color, age, religion, gender, sexual orientation, and disability; (e) shall provide its employees safe and healthy working environment with opportunities to express their opinions without fear of retaliation; (f) shall recognize and respect the right of its employees to freedom of association and collective bargaining; (g) shall guarantee that its employees receive fair compensation and benefits in accordance with applicable law and/or union negotiated agreements; and (h) shall not require its employees to work more than legally permitted limits.

20.

Data Privacy

a.

Operator undertakes that it will comply with all requirements of the Data Protection Legislation applicable to it and that its staff, affiliates and subcontractors will do likewise. This clause is in addition to, and does not relieve, remove or replace, a Party’s obligations or rights under the Data Protection Legislation. Cruise Line shall at all times be the owner of any personal data shared, by Cruise Line with the Operator and the Operator may only process such personal data for the purpose(s) set forth in the Agreement.

b.

Operator shall at all times ensure that appropriate technical and organisational measures are utilized and maintained to ensure the safety and security of personal data which it, its staff and subcontractors process pursuant to the Agreement.

c.

If the Operator fails to adhere to the requirements in this Section, the Operator shall defend, indemnify, and hold Cruise Line harmless from and against any Losses (as defined herein) that Cruise Line and/or members of its group may incur arising out of or related to Operator failure to adhere with these conditions. The term “Losses” means any fines, penalties, charges, costs, expenses, compensation, damages, and fees (including attorneys’ fees). Cruise Line reserves the right as a condition of the Agreement to require Operator to enter into a separate data processing agreement on terms that may include special provisions relating to the treatment of personal data.

d.

The terms “controller”, “processor”, “data subject”, “personal data”, “processing” and “appropriate technical and organisational measures” shall be interpreted in accordance with the GDPR (defined below).

e.

“Data Protection Legislation” means, in each case to the extent applicable to activities undertaken in connection with the Agreement: (i) Regulation (EU) 2016/679; and (ii) UK GDPR (the “GDPR”), Directive 2002/58/EC, the California Consumer Privacy Act (the “CCPA”) and any other legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them, and all other applicable laws relating to processing of personal data, data protection and privacy that may exist in any relevant jurisdiction, including, where applicable, the guidance and codes of practice issued by supervisory authorities.

21.

Notices to Cruise Line

Royal Caribbean Cruises Ltd. d/b/a Royal Caribbean Group 
Address: 1050 Caribbean Way, Miami, FL 33132 
Attention: Royal Caribbean, Celebrity, or Silversea (as applicable) Tour Operator Dep’t 
With a copy via e-mail to: Your original point of contact, and General Counsel at [email protected]