3.1

If Cruise Line cancels the Event, Cruise Line will pay the Event Contractor the cancellation fees set forth in the Special Terms, less any amounts prepaid by Cruise Line, as liquidated damages and not as penalty, subject to Section 4.3 (Fees; Payment Terms).

3.2

If Cruise Line cancels the Event for any of the following reasons, Cruise Line will not be charged cancellation fees and will be refunded any prepaid amounts within ten (10) business days after Event Contractor’s receipt of notice of cancellation if:

3.2.1

a Force Majeure (as defined in Section 6 (Force Majeure)) occurs;

3.2.1

if Cruise Line cancels scheduled sailings or changes the cruise itinerary resulting in Cruise Line unable to attend the Event; or

3.2.1

if Cruise Line terminates this Agreement pursuant to Section 5.1 (Termination for Breach).

If the Event is cancelled pursuant to Section 3.2.1 or 3.2.2 (Cancellation), Cruise Line will reimburse Event Contractor for reasonable and undisputed amounts incurred by Event Contractor in respect of the Event which are non-cancellable by the Event Contractor and adequately substantiated. If the amount prepaid by Cruise Line to Event Contractor is less than the amount due to Event Contractor, Cruise Line will pay Event Contractor the remaining balance within seventy five (75) days after receipt of an invoice. If the amount prepaid by Cruise Line to Event Contractor is more than the amount due to Event Contractor, the Event Contractor will reimburse Cruise Line the overpayment within ten (10) business days from written demand.

3.3

If Cruise Line is unsatisfied in its reasonable discretion relating to any Event based on general feedback received from guests and/or staff, then Cruise Line may cancel any future scheduled Events without liability except that Cruise Line will reimburse the Event Contractor for any reasonable documented amounts incurred by the Event Contractor for obligations that the Event Contractor cannot cancel.

4.1

Cruise Line will pay the Event Contractor according to the payment schedule set forth in the Special Terms.

4.2

The estimated fees are set forth in the Preliminary Budget included in the Special Terms.  All expenses are estimated and will be approved in writing by Cruise Line prior to being incurred.

4.2

4.3. The Event Contractor will provide Cruise Line a final invoice, reflecting adjustments made pursuant to Section 3 (Changes).

5.1

Termination for Breach. Either party may terminate this Agreement: (a) if the other party commits a material breach of its obligations under this Agreement and does not cure such breach within thirty (30) days from receiving written notice specifying the nature of the breach in reasonable detail; provided that, if the Event Contractor is the defaulting party, Event Contractor must cure such breach within three (3) days prior to the Event, otherwise Cruise Line may terminate this Agreement three (3) days prior to the Event; or (b) effective immediately, if the other party files or has filed against petition in bankruptcy or insolvency, makes an assignment for the benefit of creditors, has a receiver appointed for it or a substantial part of its assets, or otherwise takes advantage of any statute or law designed for relief of debtors.

5.2

Effect of Termination. Termination or expiration of this Agreement for any reason shall not affect either party’s rights or obligations accrued to such party as of the effective date of termination.

10.1

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

10.2

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

10.3

Prior to the Event start date, Event Contractor 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 Event Contractor to name Cruise Line Indemnitees as additional insureds shall apply regardless of the enforceability or the indemnity obligations of Event Contractor in this 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 Event Contractor’s insurance shall be primary with respect to the Cruise Line Indemnitees. Event Contractor 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.

10.4

IN THE EVENT THAT LIABILITY FOR ANY LOSS OR DAMAGE IS DENIED BY EVENT CONTRACTOR’S INSURERS, IN WHOLE OR IN PART, BECAUSE OF BREACH BY EVENT CONTRACTOR OF ITS CONTRACT OF INSURANCE OR FOR ANY OTHER REASON, OR IF EVENT CONTRACTOR’S INSURERS FAIL TO DEFEND OR PAY THE CLAIMS OF EVENT CONTRACTOR, OR IF EVENT CONTRACTOR FAILS TO MAINTAIN ANY OF THE INSURANCES HEREIN REQUIRED, EVENT CONTRACTOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS EACH OF THE CRUISE LINE INDEMNITEES PURSUANT TO SECTION 9 (INDEMNIFICATION) FROM AND AGAINST ANY AND ALL INDEMNIFIABLE CLAIMS WHICH WOULD OTHERWISE BE COVERED BY SAID INSURANCE.

10.5

Event Contractor and their subcontractors must be insured for all risks related to their Events.  The minimum insurance requirements of Cruise Line and its subsidiaries and affiliates are as follows:

1. The Event Contractor’s insurance must provide coverage for liability alleged against Royal Caribbean Cruises Ltd. and its subsidiaries and affiliates arising from the operations of its subcontractors.  This coverage must be provided for in the Event Contractor’s policy and will be in addition to coverage afforded by the subcontractor’s policy.  This does not apply to Flight Activities or Scuba Activities.
2. The Event Contractor’s general liability policy must contain contingent automobile legal liability and, if applicable, contingent watercraft legal liability (or equivalent coverage).
3. All Event Contractors and their subcontractors must name Royal Caribbean Cruises Ltd., its subsidiaries and affiliates, and their respective officers, directors, employees, agents, shareholders, and representatives as additional insureds on the certificate of insurance for each insurance policy (with the exception of Workers’ Compensation).
4. Insurance carrier must have an AM Best rating of A XII or better.
5. Insurance certificates should list any relevant policy exclusions.  If there are no exclusions, the certificate should so state.
6. 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, shareholders, and representatives.
7. All polices shall include a primary and non-contributory endorsement.
8. Cruise Line must be sent written notice by the Event Contractor’s insurance company thirty (30) days prior to the cancellation of the Event Contractor’s insurance policy.
9. The insurance coverage for all Events must include Worldwide jurisdiction.
10. Insurance certificates written in a language other than English must be translated into English.
11. The amount of coverage required by Cruise Line depends on the type of Event, and/or the components included in the Event.  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 guests during one Event departure.
12. The amount of coverage must meet the minimum statutory requirements or the minimum coverage amounts stated below, whichever is greater.
13. 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.  Event Contractor and its subcontractors should consult with their insurance agent, broker, or other risk or insurance agent Event Contractor retained to determine appropriate coverages, limits and terms and conditions to protect themselves against risks arising out of the operation of their business. 

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

Scuba Activities: 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 Activities: General Liability of not less than $2,000,000 per incident.

Events w/alcohol: Any Events 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:

• $2,000,000 per occurrence for transportation in vehicles with capacity to seat 15 passengers or less;
• $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 Activities: 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 Events have multiple components, then the corresponding insurance certificate must reflect the correct amount of coverage for each component.  For example: land/water Events 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.

11.1

The terms and conditions of this 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 Event Contractor by Cruise Line, its agents, or contractors in  connection with this Agreement shall be deemed Confidential Information of Cruise Line.  As used herein and without limiting the generality of the forgoing, “Customer information” means any and all Cruise Line passengers’ information such as, but not limited to, name, address, telephone number, date of birth, social security number, or passport number provided to Event Contractor.  All Confidential Information, whether oral or written shall remain the property of Cruise Line.

11.2

With respect to Confidential Information received by Event Contractor, such 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 Event Contractor and its employees only to perform their responsibilities pursuant to this 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 this 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 this Agreement.  Without limiting the generality of the foregoing, Event Contractor shall not disclose the terms of this Agreement or any other Confidential Information to any shareholder or other owner of Event Contractor that is a direct competitor of Cruise Line, nor to any third party without Cruise Line’s express written authorization to do so.

11.3

Event Contractor shall have no obligation to treat as proprietary any information which: (a) was previously known to Event Contractor 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 Event Contractor’s breach of its obligations; or (d) is independently developed by Event Contractor. 

11.4

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

11.5

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

11.6

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

11.7

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

12.1

Event Contractor will obtain and maintain, and ensure its subcontractors obtain and maintain, all necessary permits, licenses, approvals, authorizations, and consents and comply with all relevant laws applicable to the performance of its obligations under this Agreement.

12.2

Event Contractor will ensure that all persons, whether employees, agents, subcontractors, or anyone acting for or on behalf of the Event Contractor, are properly licensed, certified, or accredited as required by applicable law and are suitably skilled, experienced, and qualified to perform the services under this Agreement.

12.3

Event Contractor shall comply, and ensure that its subcontractors comply, with all laws, regulation, codes, or ordinances established by the governmental and administrative authorities that govern or apply to its performance under this Agreement, including any laws, regulations, codes, ordinates, or public health guidelines pertaining to COVID-19 or other communicable disease.

12.4

Event Contractor shall comply, and shall cause its subcontractors to comply, with Cruise Line’s protocols and procedures related to public health and safety, as amended from time to time in Cruise Line’s sole discretion. Cruise Line may audit Event Contractor’s and its subcontractors’ compliance with Cruise Line’s protocols and procedures related to public health and safety. 

12.5

Breach of this Section constitutes a material breach of this Agreement for which no cure period shall be given.

13.1

No Assignment. Assignment by Event Contractor of this Agreement or any interest herein, or any payment due or to become due hereunder, without the prior written consent of Cruise Line, shall be void.  Cruise Line may assign this Agreement and any rights or obligations hereunder without the consent of Event Contractor.

13.2

Record Keeping. Event Contractor shall maintain all invoices and records related to transactions covered by this Agreement for at least two (2) years from the date of expiration or termination of the Agreement and Event Contractor shall have the right to audit such invoices and records up to three (3) times a year, regardless of whether this Agreement is assigned.  This Section shall survive expiration or termination of this Agreement.

13.3

Notice.

13.3.1

For a notice or other communication under this Agreement to be valid, it must be in writing and signed by the sending party, and the sending party must use one of the following methods of delivery: (a) personal delivery; (b) registered or certified mail, in each case return receipt requested and postage prepaid; (c) nationally recognized overnight courier, with all fees prepaid; or (d) in the case of notice to Event Contractor, email.

13.3.2

For a notice or other communication under this Agreement to be valid, it must be addressed to the receiving party at the address listed in Section 14 (General Provisions) for Cruise Line or at the address set forth in the Special Terms for Event Contractor or to any other address designated by the receiving party in a notice in accordance with this Section.

A valid notice or other communication under this Agreement will be effective when received by the receiving party. A notice or other communication will be deemed to have been received as follows:

1. if it is delivered in person or sent by registered or certified mail or by nationally recognized overnight courier, upon receipt as indicated by the date on the signed receipt (or if delivered by email on the following business day); and
2. if the receiving party rejects or otherwise refuses to accept it, or if it cannot be delivered because of a change in address for which no notice was given, then upon that rejection, refusal, or inability to deliver.

13.4

Governing Law and Dispute Resolution.

13.4.1

Governing Law: This Agreement shall be governed by the laws of the State of Florida.

13.4.2

Mediation: The parties must mediate any dispute arising out of or relating to this Agreement before commencing any arbitration as set forth in Section 13.4.3 below.  No party to this Agreement can demand mandatory arbitration against the other party without first participating in mediation, unless a Party refuses to submit to mediation and legal action is brought to specifically enforce this mandatory mediation provision of this Agreement.  If the Parties cannot agree upon the person to act as the mediator within twenty (20) business days from notice of a request for mediation, then the American Arbitration Association will select a person to act as the mediator.  The mediator’s charges and expenses will be split by the parties on a 50/50 basis.  Each party will be responsible for its own attorneys’ fees and costs at mediation.  Any such mediation must be completed within sixty (60) days following appointment of the mediator.  Should the dispute not be resolved by mediation, the parties agree to submit any dispute arising between the parties relating in any way to binding arbitration in accordance with Section 13.4.3 below.

13.4.3

Arbitration: All questions with respect to the construction of this Agreement and the rights and liabilities of the parties hereto settled exclusively by binding arbitration in Miami, Florida in accordance with this Section. Such arbitration will be conducted in accordance with the rules of the American Arbitration Association except that a written opinion of the arbitrator must be delivered to the parties regardless of any rules to the contrary. The parties will agree upon one (1) arbitrator to settle the controversy or claim, provided that if the parties are unable to agree upon an arbitrator within twenty (20) business days, they will accept an arbitrator appointed by the American Arbitration Association. The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. § 1-16, to the exclusion of state laws inconsistent therewith. Any award rendered by the arbitrator will be conclusive and binding upon the parties hereto and a judgment upon the award will be entered in any court having jurisdiction thereof. This provision for arbitration will be specifically enforceable by the parties, and the decision of the arbitrator in accordance herewith will be final and binding. The arbitrator’s charges and expenses will be split by the parties on a 50/50 basis. Each party will be responsible for its own attorneys’ fees and costs at arbitration.

13.4.4

FOR CLARITY, IT IS UNDERSTOOD THAT THE EVENT CONTRACTOR MUST COMPLY WITH LAWS, RULES, AND REGULATIONS APPLICABLE TO IT IN THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT IN WHATEVER JURISDICTION THE SERVICES ARE ACTUALLY PROVIDED.

13.5

Entire Agreement. This Agreement supersedes all prior agreements and understandings between the parties respecting the subject matter hereof and constitutes the entire agreement between the parties.  No representations or statements made by any representative of Event Contractor which are not stated herein shall be binding.

13.6

Amendments. Except for the provisions in Section 14 (General Provisions), which may be amended unilaterally by Cruise Line, this Agreement may be amended only in writing executed by both parties.  No waiver by any party of any breach of the covenants set forth herein, or any rights or remedies provided hereunder, shall be deemed a waiver of the same or any other breach, right or remedy, unless such waiver is in writing and is signed by the party sought to be bound.  The failure of a party to exercise any right or remedy shall not be deemed a waiver of such right or remedy in the future.

13.7

Severability. If any provision of this Agreement is held invalid or unenforceable, then such provision shall be modified automatically to the extent necessary to make such provision fully legal, valid, or enforceable.

13.8

Subcontracting. Event Contractor may subcontract any part of its obligations under this Agreement with Cruise Line’s prior written consent so long as Event Contractor shall nevertheless remain fully responsible for the performance of all such obligations as if personally undertaken by Event Contractor.

13.9

Waiver of Liens. Event Contractor 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 owned or operated by Cruise Line. Event Contractor expressly waives any lien it might otherwise have on any such vessel(s).

13.10

Counterparts.  The parties may sign this Agreement in several counterparts, each of which will be deemed an original but all of which together will constitute one instrument.

13.11

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.

13.12

Limitation of Liability. Notwithstanding any other provision of the Agreement and to the extent permitted by law, Cruise Line, nor any of its subsidiaries or affiliates, its vessel owners, directors, officers, employees, or agents shall be liable to Event Contractor 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.

13.13

Non-Exclusivity. The Agreement is a non-exclusive agreement, and both parties remain free to enter into similar agreements with third parties. Without limiting the foregoing, the execution of the Agreement does not constitute any exclusive rights to the Event Contractor to provide the services contemplated under the Agreement to Cruise Line.

13.14

Representations and Warranties. 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.

13.15

Taxes. Event Contractor 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 Event Contractor’s property, operations, or performances under the Agreement, which are levied and assessed by any governmental agency.

14.1

Notices to Cruise Line.

Royal Caribbean Cruises Ltd.
1050 Caribbean Way, Miami FL 33132
Attention: Royal Caribbean Celebrity, or Silversea (as applicable) Travel Services
With a Copy To: Chief Legal Officer, at [email protected]

14.2

Compliance with Laws.

14.2.1

The Event Contractor certifies that the Event Contractor’s property, as well as the policies, practices, procedures, and eligibility requirements used in connection with the Event Contractor property, shall be in compliance with the Americans with Disabilities Act (“ADA”) and all regulations issued thereunder (or as applicable, its local law equivalents). Specifically, but without limiting the foregoing, the Event Contractor warrants that its facilities, including its guest rooms, common areas, and meeting facilities, and its transportation services (if applicable), will be in compliance with the public accommodation requirements of the ADA (or its equivalent) and will be accessible and usable by individuals with disabilities.

14.2.2

Cruise Line shall, to the extent its accessible services group is aware, notify the Event Contractor in advance of any special accommodations needed by Guests.

14.2.3

The Event Contractor agrees to hold harmless Cruise Line, its officers, directors, employees, shareholders, and agents from any and all claims arising from ADA (or its equivalent) violations within the scope and responsibility of the Event Contractor and its activities.

14.3

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, Event Contractor 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.

14.4

Anti-Bribery.  Event Contractor represents, warrants, and agrees that it, its subcontractors, and its agents: (a) will comply with all anti-corruption laws applicable to its business operations; (b) has not and will 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; (c) has not and will 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 (d) has not and will 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 clause, the term “Government Official” means any (a) officer or employee of government, department, agency, or instrumentality of a government (government-controlled enterprise); (b) officer or employee of a public international organization; (c) political party or party official; (d) candidate for political office; or (e) other person acting in an official capacity. Event Contractor agrees that failure to comply with this Section will constitute a material breach of the Agreement.

14.5

Trade and Economic Sanctions. Event Contractor 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.

14.6

Data Privacy. 

14.6.1

The parties recognize that the provisions of Data Protection Legislation apply to activities undertaken pursuant to them meeting their obligations under the Agreement. The parties agree to comply with the terms and conditions set forth in the Controller to Processor (C2P) / Controller to Controller (C2C) Schedule, incorporated by reference into the Agreement through the Order Form which is attached to the Special Terms as Exhibit A, and to keep the Order Form up to date. Each party undertakes to comply with all requirements of Data Protection Legislation applicable to it, its staff and its subcontractors.

14.6.2

Event Contractor agrees to ensure that it, its staff, and subcontractors at all times store, transfer and process data in accordance with the requirements of the RCG Information Security Schedule found here: https://www.royalcaribbeangroup.com/dpa/infosec/   

14.6.3

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

14.6.4

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).

14.6.5

“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.