Article I. SCOPE

Casino agrees that the Cruise Certificates (defined below) described in this Agreement may be promoted to and/or disseminated only to the following individuals (each referred to herein as a “Qualified Recipient”): (1) individuals who have: (a) opted to receive mail that may include a cruise benefit as described in this Agreement,and (b) provided Casino with a U.S. and/or Canada based physical mailing address; (2) only to the foregoing individuals at a physical mailing address in the U.S. or Canada or to an IP address registered in the U.S. or Canada; and (3) only to the foregoing individuals who satisfy the pre-determined play requirements at the Casino set forth in the table below. If Casino wishes to offer, promote, and/or disseminate a Cruise Certificate (defined below) to an individual who provides a physical mailing address outside of the U.S. or Canada or who has been identified as residing in or being a citizen of a country other than the U.S. or Canada, Casino must obtain the express written consent of Cruise Line prior to doing so. Under no circumstances will any of the Cruise Certificates (defined below) be knowingly promoted, disseminated, or granted by Casino to a resident of the People’s Republic of China (the “PRC”). Casino will state in the terms and conditions of all offers and/or promotions of the Cruise Certificates (defined below) that they are not available to residents of the PRC. An individual who provides a residential address in the PRC as part of the booking process will not be permitted to sail with CruiseLine using one of the certificates, unless the individual provides proof satisfactory to CruiseLine (in its sole discretion) that he or she has a permanent legal residence outside of the PRC.

Casino will indemnify, defend, and hold Cruise Line harmless from any claim(s) made by individual(s) asserting entitlement to a benefit described in this Agreement if under the terms hereof the individual would not be entitled to said benefit, unless the claim(s) resulted solely from Cruise Line’s breach of its obligation(s) under this Agreement.

The Cruise Certificates (defined below) described in this Agreement may be used/redeemed only: (i) by individuals meeting the foregoing requirements; and (ii) in connection with bookings made on vessels (hereinafter, the “Vessels”) which: (a) are owned by Cruise Line directly or indirectly through one or more of its subsidiaries, and operated under the cruise brand “Royal Caribbean International” and/or “Celebrity Cruises”and (b) have one or more operating casinos onboard the Vessel, offering both slot machines and table games.

The parties acknowledge and agree that all cruise benefits and offers provided under this Agreement are subject to availability and changes to itineraries and offerings in Cruise Line’s sole discretion and/or in response to governmental orders or prohibitions, including as a result of the global COVID-19 pandemic. Cancelled bookings shall be subject to Cruise Line’s standard cancellation policy for individual bookings.Cruise offer recipients shall be responsible for paying all cancellation fees. The Casino shall not be responsible for paying any cancellation fees.

Article II. CERTIFICATE PROGRAMS

From time to time as and when mutually agreed between the parties, Cruise Line may provide Casino with complimentary Cruise Certificates (defined below) to be presented at special events or promotions and/or as prizes for Casino’s top casino customers who meet certain play history requirements as further described in this Agreement (this “Program”). Cruise Line is not obligated by this Agreement to provide any complimentary Cruise Certificates (defined below) pursuant to this Agreement as these are voluntary on Cruise Line’s part.

Section 2.01 CRUISE CERTIFICATE TERMS AND CONDITIONS

Any and all such complimentary cruise “certificates” (“Cruise Certificates”) issued by Cruise Line under this Agreement shall be subject to the terms and conditions set forth in this Section.

Cruise Certificates may be redeemed for a complimentary cruise for a Qualified Recipient and one (1) guest on one of the selected Vessels. The length, duration, itinerary, and category of stateroom shall be determined by Cruise Line subject to Cruise Line’s existing space available and as mutually agreed between the parties, and dependent on the correlated average daily gaming worth of the Qualified Recipient. Qualified Recipients from the same household from the same promotional event may combine their offers on the same sail date for a 1 category stateroom upgrade, not to exceed a Junior Suite, or may sail separately on separate offered sailings.

Any and all such Cruise Certificates: (i) cover the cruise fare only and exclude all taxes, non-commissionable fees, upgrades, insurance, online booking fees, transfers, airfare, onboard charges, gratuities (which must be paid in advance by all guests), and any applicable fuel surcharges; (ii) shall be for single or double occupancy;(iii) are non-transferable, have no cash value, and cannot be sold or reassigned; (iv) may be solely for cruise fare redemption with Cruise Line and have no cash value; (v) may not be combined with any other discounts, special offers, or promotions; (vi) must be presented by the Qualified Recipients directly to Cruise Line without the involvement of a travel agent via a 1-800 number to be established by the parties; (vii) Qualified Recipients shall be required to provide credit card information at the time of redemption/booking; (viii) shall stipulate a validity date for redemption and sailing and shall not permit any extensions; if the cruise is not booked and sailed within the stipulated periods, the Cruise Certificate will become null and void; (ix) are not valid for certain holiday sailings, including Christmas, New Year’s Day, Easter, Thanksgiving, Presidents Day, Labor Day, Memorial Day, and Independence Day; and (x) apply to new bookings only and not to group bookings or charters. In addition, Cruise Line reserves the right to exclude sailings in its sole discretion including but not limited to sailings with capacity issues.

At time of booking, Qualified Recipients shall have the option to utilize their Cruise Certificates with a trade in value for a longer cruise, different stateroom category, and/or different itinerary or to any other Vessel in Cruise Line’s fleet not included in the Qualified Recipients certificate offer. All costs involved with any such upgrade shall be the Qualified Recipient’s responsibility and shall be subject to Cruise Line’s payment policy. Should any Qualified Recipient wish to include a 3rd or 4th guest, the Qualified Recipient shall be responsible for payment subject to Cruise Line’s payment policy for any applicable 3rd and 4th guest cruise fares as well as all taxes and fees, gratuities, insurance, transfers, and any fuel supplement that may apply. For full casino Cruise Certificate terms and conditions, guests can visit, https://www.royalcaribbean.com/terms-and-conditions/casino-certificates.

All Qualified Recipients shall be subject to the terms and conditions contained in Cruise Line’s Passenger Ticket Contracts, and all Cruise Certificates must be redeemed in accordance with the terms and conditions printed therein. If the booking is cancelled within thirty (30) days prior to sailing date, cancellation fees may apply per Cruise Line’s standard cancellation policy for as set forth in the Passenger Ticket Contract, and the Qualified Recipient shall forfeit his or her Certificate. Cruise Line will not be required to offer complimentary drinks to Qualified Recipients.

Section 2.02 CASINO REQUIREMENTS

As consideration for Cruise Line’s participation in a Cruise Certificate event, Casino shall have the following obligations:

Casino shall ensure that Cruise Certificates are awarded only to those Casino patrons who meet the residency requirements of Article I and have met the pre-determined play requirements at the Casino as described in the Special Terms;

Casino shall pay for the cost of lodging for two (2) representatives from Cruise Line for the event, and shall provide a food and beverage credit of $100 /day per person for two (2) representatives from Cruise Line for the event; provided that, if the event is longer than six (6) hours or the attendee list is greater than one thousand (1,000) guests, the parties shall agree on additional representatives for event support;

Casino must obtain approval in advance from Cruise Line for any and all email or other written communications with Qualified Recipients related to the Certificate and/or Cruise Line, and Casino will provide Cruise Line the counts for Qualified Recipients by tier level prior to distribution of any invitation;

Casino will provide Cruise Line the RSVP invited player (meaning the list of Qualified Recipients attendee list of invited to the event) no later than five (5) business days prior to the event;

By the next business day following the certificate event, Casino shall provide Cruise Line with the following information for each Qualified Recipient for validation purposes only: (a) the first and last name; (b) his/herProgram account number; and (c) Cruise Certificate offer code.

Casino will not be entitled to any compensation from Cruise Line in connection with or as a result of any Cruise Certificate programs or events that may be conducted pursuant to this Agreement.

Article III. TERMINATION

Cruise Line may terminate this Agreement at any time: (a) upon thirty (30) days prior written notice to the Casino, or (b) with immediate effect and without any further liability under this Agreement if the Gaming Commission in the state where Casino is located or any other authority or governing body that regulates the Casino (collectively, a “Gaming Regulator”) determines that Cruise Line or any of its parent, subsidiaries, or affiliates would be required to register as a vendor with, or become licensed by, a Gaming Regulator as a result of entering into this Agreement or the activities or relationship contemplated by this Agreement.

Upon termination of this Agreement under this Section or its expiration:  

(a) This Agreement will have no further force or effect, and the parties will be relieved from all obligations under this Agreement, save those that accrued on or before the effective date of the termination or expiration or those that expressly survive the termination or expiration of this Agreement. 

(b) Cruise Line agrees to honor cruise bookings made on or before the effective date thereof using the Cruise Certificates (or the trade-in value benefit described herein); provided, however, that: (i) the Cruise Certificates were still valid at the time of booking; and (ii) the bookings, and all payments due to Cruise Line from the Qualified Recipient, were made in accordance with the terms of this Agreement and/or the relevant Cruise Certificate; and

(c) Casino’s obligations under Section 2.02 shall survive termination with respect to Qualified Recipients with outstanding bookings made prior to the effective date of termination.

Article IV. INDEMNITY
Section 4.01 Casino

Casino is solely responsible for: (a) distribution of the Cruise Certificates to Qualified Recipients only; (b) verifying that the Qualified Recipients’ gaming data history meets Cruise Line’s gaming requirements; and (c) ensuring that the advertising, distribution, and marketing of Cruise Certificates and any other benefits to be provided hereunder is done in compliance with this Agreement and all applicable laws including those related to sweepstakes, lotteries, or other prize giveaways.  In the event that, for any reason including an error in pulling data, Casino offers any Cruise Certificates to persons who do not meet Cruise Line’s requirements or who otherwise are not Qualified Recipients, Cruise Line will retract the offer(s) immediately and cancel all reservations made for individuals who are not Qualified Recipients as a result of the promotion without advance notice to Casino or guest.  Alternatively, Casino may notify Cruise Line within two (2) business days of identification of the error that it chooses to honor the reservation(s) and pay for the cruise(s) rendered.

Casino agrees to defend, indemnify, and hold harmless Royal Caribbean Cruises Ltd. and its affiliates and their respective officers, directors, owners, employees, agents, representatives, successors and assigns (the “Cruise Line Indemnitees”), from and against any and all claims, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and costs) related to any third party claims, suits, or proceedings to the extent arising from: (i) Casino’s performance or non-performance under this Agreement; (ii) the breach of, or failure to comply with, any of Casino’s obligations, representations or warranties under this Agreement; and/or (iii) any act, omission, and/or failure to comply with applicable law by Casino or any of its subsidiaries or affiliates, or their respective employees, agents, subcontractors, or representatives, including those relating to the redemption of any benefit made available under this Program. 

Section 4.02 Cruise Line

Cruise Line shall indemnify, defend, and hold harmless Casino and its affiliates and their respective successors and assigns, officers, directors, employees, and agents, from and against any and all claims, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and costs) related to any third party claims, suits, or proceedings to the extent arising from: (i) the breach of, or failure to comply with, any of Cruise Line’s obligations, representations, or warranties under this Agreement; and/or (ii) any act, omission, and/or failure to comply with applicable law by Cruise Line or any of its subsidiaries or affiliates, or their respective employees. 

Section 4.03 Passenger Ticket Contract

Notwithstanding the foregoing indemnities, the parties agree and acknowledge that all persons who book a cruise using an offer or discount under this Agreement will be subject to the terms and conditions contained in the Cruise Line’s Passenger Ticket Contract in effect at the time of booking (the “Ticket Contract”).  Cruise Line’s obligation to indemnify, defend, and hold harmless under Section 4.02 shall be subject to the limitations of liability, disclaimers, time limits, arbitration, and exclusive jurisdiction provisions set forth in the Ticket Contract if such Ticket Contract would apply if the guest had sued the Cruise Line directly.  For example, for guests in the United States, any lawsuit related to his or her cruise must be filed within one (1) year of the end of the applicable cruise. If a guest sued fourteen (14) months after the end of the applicable cruise, Cruise Line would have no obligation to defend, indemnify, or hold harmless under this Agreement. 

Article V. GENERAL
Section 5.01 Publicity & Advertising

Neither of the parties shall publish nor use any advertising, sales promotions, press releases, or other publicity which uses the other party’s name, logo, trademarks, or service marks without prior written approval. 

Section 5.02 Governing Law; Jurisdiction

The validity, interpretation and performance of this Agreement shall be governed by the laws of the State of Florida. Casino hereby submits to the jurisdiction of all courts located in Miami, Florida with respect to any action or proceeding arising out of this Agreement.

As an express condition to Cruise Line’s entry into this Agreement, Casino acknowledges and agrees that Cruise Line has not submitted, and shall not submit itself, to the jurisdiction of any Gaming Regulator that regulates the Casino, its owners or its vendors.

Section 5.03 Severability

If any provision of this Agreement shall be held to be invalid by a court with competent jurisdiction, such provision shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.  The parties promptly shall negotiate a replacement.

Section 5.04 Assignments

This Agreement shall not be assigned by either party without the written consent of the other party, except that either party may assign this Agreement without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets whether by merger, sale of assets, sale of stock, or otherwise.

Section 5.05 Confidentiality

The space, rates, commissions, and all special terms of this Agreement are for the sole use of Cruise Line and Casino.  The parties agree that the terms in this Agreement are not to be disclosed to any third parties other than the subcontractors of Casino and that it shall be a condition precedent of disclosure to any such subcontractor that such entity has agreed to abide by the confidentiality provisions of this Agreement.  Any agreement or proposal offered by Cruise Line to Casino must remain confidential.  Each of the parties agrees that records showing the booking activities by Cruise Certificate recipients are the confidential information of the parties and each party agrees that such records shall not be disclosed to any third party (i.e., other than a parent, subsidiary, or affiliate) without the prior consent of the other party.  

Except any necessary governmental or other administrative entities as required to perform this Agreement, Cruise Line may not disseminate, disclose, sell, publish, or otherwise make available to any third party any information related to Casino’s customers or Cruise Certificate recipients without the prior written consent of Casino. The parties acknowledge that any Casino customer may at its own option choose to enroll in or join one of Cruise Line’s or a Cruise Line’s affiliate’s loyalty programs available onboard.  Notwithstanding anything contained herein, once an individual opts into one of Cruise Line’s or a Cruise Line affiliate’s loyalty programs, such individual shall be then considered a joint customer and each Party will be permitted to market to that customer (as and to the extent permitted by law and subject to its own privacy policy) as it would any other player in its database.

This confidentiality provision is a material part of this Agreement, and also extends to the terms of any special promotions agreed to between the parties.  This provision shall survive the expiration or termination of this Agreement.  Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information: (i) to any person pursuant to an order issued by a court of competent jurisdiction or administrative agency or otherwise as required by applicable law, provided that the disclosing party has been given reasonable notice thereof and the opportunity to prevent the disclosure of such information; or (ii) to its accountants or lawyers on a confidential basis.   

Each of the parties acknowledges that any breach of this Section by a receiving party (the “Recipient”) will irreparably harm the disclosing party. Accordingly, in the event of a breach, the disclosing party shall be entitled to injunctive relief in addition to any other remedies that it may have at law or in equity.At the conclusion of the relationship between Casino and Cruise Line then: (a) the Recipient of such confidential information (i) shall promptly deliver to the disclosing party all documents or other materials disclosed by the disclosing party, together with all copies and summaries thereof in the possession or under the control of the Recipient or the Recipient’s representatives and (ii) will destroy materials generated by the Recipient or the Recipient’s representatives that include or refer to any part of the confidential information, without retaining a copy of any such material or (b) alternatively, if the disclosing party requests or gives its prior written consent to Recipient’s request, Recipient will destroy all documents or other matters constituting confidential information in the possession or under the control of Recipient or Recipient’s representatives.  Any such destruction pursuant to the foregoing must be certified by an authorized officer of Recipient in writing to the disclosing party (and such certification shall include a list of the destroyed materials).

Section 5.06 Force Majeure

Provided that the parties hereto are making reasonable efforts in good faith to comply with the terms of this Agreement, each party hereto agrees to excuse the other’s performance hereunder upon, and to the extent performance is prevented by, the occurrence of an act of God, accident, fire, labor controversy, war or an act of aggression by any government, riot or civil commotion, act of public enemy, law enactment rule, order, act of government or governmental instrumentality, public emergency, epidemic, quarantine, failure of technical facilities, failure or delay of transportation facilities or other cause of a similar or dissimilar nature not with such party’s control or which such party cannot by reasonable diligence avoid (collectively a “Force Majeure”).  Upon the occurrence of a Force Majeure, the party so affected shall continue to make all reasonable efforts in good faith to mitigate the Force Majeure and to comply with the terms of this Agreement and shall be in full compliance hereof as soon as is reasonably practicable.

Section 5.07 Interpretation

The headings of paragraphs and other divisions hereof are inserted only for the purpose of reference and convenience.  Such headings shall not be deemed to govern, limit, modify, or in any other manner affect the scope, meaning, or intent of the provisions of this Agreement or any part thereof, and they shall not otherwise be given any legal effect.  

Section 5.08 Waiver

The waiver by either party of any breach of this 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 this 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. 

Section 5.09 No Third Party Beneficiary

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

Section 5.10 Limitation of Liability

Neither Cruise Line nor its subsidiaries (including the vessel owners) or affiliates, their respective directors, officers, employees, or agents shall be liable to Casino for any indirect, incidental, consequential, reliance, or special damages or for lost revenues, lost savings, or lost profits of any kind regardless of the form of action.

Section 5.11 Warranties & Representations

Each party represents and warrants to the other that: (i) it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, (ii) the performance of the terms of this Agreement and its obligations hereunder shall not breach any other agreement by which it is bound, (iii) that when executed and delivered, this Agreement will constitute the legal, valid and binding obligation of the party, enforceable against it in accordance with its terms; and (iv) that it will comply with all applicable laws including, but not limited to, all international, federal, state and local laws, including those relative to anti-corruption, anti-bribery, economic sanctions, and data protection.

Section 5.12 Compliance with Law

Each party agrees to comply with all laws and regulations applicable to its business and its activities under this Agreement.  Each party shall maintain in full force and effect all necessary licenses, permits, and other authorizations required by applicable law to carry out its duties and obligations under this Agreement.

Section 5.13 Entire Agreement and Modification/Amendment/Waiver

This Agreement 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 Article VI, which may be unilaterally amended by Cruise Line from time to time without notice to Casino, the terms of this Agreement may not be waived, changed, or modified in any manner whatsoever, except by a written document duly executed by both parties.

Section 5.14 No Robocalls

Cruise Line strictly forbids and does not authorize the use of Solicitations (as defined below) to any consumer, business, or other person or entity by means of an Automated Promotional Tool.  Casino hereby represents and warrants that it has not and covenants that it shall not engage in Solicitations to any consumer, business, or other person or entity by means of an Automated Promotional Tool to promote, market, or otherwise solicit customers for:  (a) a Royal Caribbean International or Celebrity Cruises cruise, a Cruise Certificate, or Cruise Line; (b) any services or products offered by Cruise Line to any guests at any time, potential guests, or consumers on a cruise or in connection with a Royal Caribbean International or Celebrity Cruises cruise; or (c) any services or products offered by Casino or any third party in connection with a Royal Caribbean International or Celebrity Cruises cruise.

As used in this Section, the terms: (a) “Solicitation” shall mean a communication to advertise, promote, market, solicit, or any other communication covered by the Telephone Consumer Protection Act (“TCPA”) and any other applicable federal or state law; and (b) “Automated Promotional Tools” shall mean systems (such as auto-dialing or predictive dialing systems) for sending the following types of communications:  promotional telephone solicitations; text messages; faxes; artificial or prerecorded voice messages; or any other form of communication covered by the TCPA or any other applicable federal or state laws.

Any violation of this Section shall constitute a material breach of this Agreement with respect to which Casino shall have three (3) business days after receipt of notice of such breach to cure.   The cure shall consist at a minimum of the immediate cessation of all Solicitations using Automated Promotional Tools and the cancellation of any bookings made in violation of this Section.   Depending on the circumstances, additional curative steps may be required by Cruise Line.  Casino will indemnify, defend, and hold all Cruise Line Indemnitees (as defined in Section 4.01) harmless for any failure or refusal on Casino’s part to comply with this Section.  

Casino specifically acknowledges and agrees that it shall require any third parties directly or indirectly engaged in marketing or promoting for or on behalf of Casino to comply with this Section prohibiting Solicitations using Automation Promotional Tools to be in compliance with this Section, the TCPA, and any other applicable federal or state law.  Casino shall strictly enforce these requirements against such third parties consistent with the specific terms of this provision. Exceptions to the foregoing prohibitions can only be approved by a Senior Vice President, Executive Vice President, or the President of Cruise Line.

Section 5.15 Counterparts; Electronic and Digital Signatures

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all such counterparts together shall constitute one and the same instrument and may be sufficiently evidenced by one counterpart.  At all times while this Agreement is in force, each party expressly agrees to the use and acceptance of signatures by digital or other electronic means.  In addition, each party agrees (except with respect to documents required to be signed in the presence of a third party or documents having an additional qualifying requirement in addition to the signature) that the use of a message that represents the document and is transformed by a digital signature constitutes a sufficient signing of record. Subject to the foregoing restrictions, each party further agrees that a digital or other electronic signature will be accorded the full legal force and effect of a handwritten signature under the law governing this Agreement.  Execution of this Agreement at different times and places by the parties shall not affect the validity hereof.

Section 5.16 Waiver of Liens

Casino confirms that its entry into this Agreement is based solely upon the credit of Cruise Line and not based upon the credit on any of the vessels or other property owned or operated by Cruise Line or its subsidiaries, affiliates, and/or brands. Casino expressly waives any right to any lien (maritime or otherwise), and agrees that it, its parent(s), subsidiaries, affiliates, and related companies, and the owners, officers, directors, employees, agents, and subcontractors thereof, shall neither assert, prosecute, or execute a 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 or other property owned or operated by Cruise Line, its subsidiaries, affiliates, or related companies any matter arising from, related to, or in connection with this Agreement, including under the Jones Act, and expressly waives any lien it might otherwise have had on any such vessel or other property. Casino agrees to defend, indemnify, and hold the indemnified party harmless from, and immediately (i) remove any lien or encumbrance, (ii) remedy any lien or encumbrance, or (iii) secure the release of any vessel or property from arrest, attachment, or seizure that may arise in conjunction with any such liens waived or prohibited by this Section. Casino agrees to obtain the same waiver of lien and express waiver of reliance on the credit of any vessel set forth herein from any subcontractor used by Casino in connection with this Agreement.

Section 5.17 Supplier Registration Requirement

Casino consents to registration with, and monitoring on, Cruise Line’s third-party supplier management system.

Article VI. The following Sections may be unilaterally updated from time to time by Cruise Line without notification to Casino: 

Section 6.01 Notices

For the purposes of administering this Program, email shall be an acceptable form of communication by and amongst the parties. Any formal notice to be given pursuant to this Agreement shall be in writing and sent by regular U.S. Mail or commercial overnight carrier, with a copy via email, to the address below for Cruise Line, and to the address in the Special Terms for Casino. 

If to Royal Caribbean Cruises Ltd. d/b/a Royal Caribbean Group: 

ATTN: Jesse Hopfinger
AVP, Gaming & Onboard Revenue
1050 Caribbean Way
Miami, FL 33132

Copy to: General Counsel, at [email protected]

Section 6.02 ADA Compliance

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 Cruise Line’s guests or whose services affect Cruise Line’s guests 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 this Agreement with Casino, Casino represents that it is familiar with the requirements of the ADA Rule as they apply to its services and hereby covenants and agrees that: (1) it shall comply with all applicable provisions of the ADA Rule when providing services to Cruise Line’s guests or providing services that affect Cruise Line’s guests or when performing services related to travel on behalf of guests or prospective guests of Cruise Line; and (2) it shall implement any directives issued by those persons Cruise Line designates as its experts in compliance with the requirements of the ADA Rule who are tasked with the authority to resolve guest complaints (the ‘Complaints Resolution Officials’).  Failure by Casino to comply with the foregoing shall constitute a material breach by Casino of this Agreement, and Casino shall indemnify and hold Cruise Line harmless from any and all claims, costs, expenses and liabilities suffered by Cruise Line as a result of such noncompliance. 

Section 6.03 Trade Sanctions

Casino represents and warrants that neither it, nor any person that it engages 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 (i) involve Persons, property, countries, or dealings targeted by Economic Sanctions; or (ii) cause Cruise Line to be in violation of Economic Sanctions. For purposes of this provision, “Economic Sanctions” means (i) 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 (ii) 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 provision, “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.

Casino acknowledges that Cruise Line may deny boarding to any Casino customer or other individual where required by such Economic Sanctions and that Cruise Line may further be required to refuse to provide any refund of any payments made by such person(s) (or take other actions) as required by applicable law.  

Section 6.04 Fair Labor Practices

Casino’s workers and employees and those of any subcontractor shall be treated with dignity and respect in accordance with fundamental fair labor principles as recognized by the International Labor Organization core conventions on Labor Rights, and 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) 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, or 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.

Section 6.05 Anti-Corruption Laws

Casino (i) is in compliance with and shall remain in compliance with all anti-corruption laws applicable to its business operations and the procurement and provision of the Products and/or Services subject of this Agreement; (ii) has not and shall not offer, promise, give, or authorize the payment of anything of value (e.g. cash or cash equivalents, gifts, travel and entertainment, stock, offers of employment, etc.), directly or indirectly, to any Government Official with the intention of inducing him or her to engage in improper or unlawful conduct or to secure an improper business advantage; (iii) has not and shall not make facilitation payments or “grease payments” to Government Officials or others in a position of authority to expedite routine non-discretionary government or lawful actions (e.g. processing permits, visas and licenses, scheduling inspections, clearing customs, etc.); and (iv) has not and shall not offer, promise, give, request, receive, or accept anything of value, directly or indirectly, to or from any person for the purpose of influencing, inducing, or rewarding the improper performance of an act or decision. For purposes of this provision, “Government Official” means any (i) officer or employee of government, department, agency, or instrumentality of a government (government-controlled enterprise); (ii) officer or employee of a public international organization; (iii) political party or party official; (iv) candidate for political office; or (v) other person acting in an official capacity.

Section 6.06 Data Privacy and Related Consents

Prior to providing any personal information protected by applicable law relating to Casino players or other individuals (collectively, “Individuals”) to Cruise Line, Casino shall ensure that it provided those Individuals with such notices, and obtained such consents from them, as are required by applicable law to allow such personal information to be provided to Cruise Line for the purposes and uses contemplated by this Agreement, including but not limited to requirements under the California Consumer Privacy Act.  

Casino shall also ensure that the notices it provides to Individuals and consents it obtains from them authorize Cruise Line to share such Individual’s information with Casino for the purposes and uses contemplated by this Agreement.  At Cruise Line’s request, Casino shall provide Cruise Line with a description of the processes it uses to collect the foregoing consents and provide the required notices, along with samples of the consent language used and the notices provided. 

Casino undertakes that it will comply with all requirements of the Data Protection Legislation applicable to it and that its employees, affiliates, and subcontractors will do likewise. This Section 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 Casino and the Casino may only process such personal data for the purpose(s) set forth in the Agreement.   

Casino 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 employees, and subcontractors process pursuant to this Agreement.

If the Casino fails to adhere to the requirements in this Section, the Casino 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 Casino’s 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 this Agreement to require Casino to enter into a separate data processing agreement on terms that may include special provisions relating to the treatment of personal data.

For purposes of this provision, the term “Data Protection Legislation” means, in each case to the extent applicable to activities undertaken in connection with this 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. The terms “controller”, “processor”, “data subject”, “personal data”, “processing” and “appropriate technical and organisational measures” shall be interpreted in accordance with the GDPR.