1.

Basic Services. Cruise Line may be charged for services rendered by the Hotel’s porters, bell staff, house staff, electricians, carpenters, maids, or package room personnel only in accordance with the fees set forth in the Special Terms. Unless otherwise specified in the Special Terms, the Contracted Rates shall apply for Cruise Line passengers, Cruise Line crew, distressed Cruise Line crew (day-of check-in reservations), or under the employee leisure travel discount program (collectively, “Guests”).

2.

Guest Responsibility. Guests will be responsible for their own meals and incidentals (unless otherwise set forth in the Special Terms or notified by Cruise Line). Cruise Line shall not be liable for incidental charges incurred by Guests and left unpaid at checkout.  

3.

Reservations. Cruise Line will make all reservations by telephone number(s) associated with Hotel or electronically or any other method mutually agreed to (via rooming list). Additional rooms requested within twelve (12) days before or after arrival shall be confirmed at the Contracted Rate, subject to availability. Hotel will provide Cruise Line a confirmation number for the rooms reserved (“Guaranteed Reservations”). The Hotel will reserve Guaranteed Reservations to the exclusion of other business opportunities and space is considered definite. Cruise Line makes no guarantee, expressed or implied, as to quantities or dollars that will be purchased or used during the Term of the Agreement. The Hotel will allow name changes at any time without any penalty. 

4.

Early Check-in; Early Departure. Hotel will take all actions necessary to accommodate early check-in as operationally possible if Guest arrives prior to the reserved check-in time. In the event that a Guest using a room included in the Guaranteed Reservations checks out prior to the reserved checkout date, the Hotel will not charge an early departure fee.

5.

Mitigation. Hotel shall undertake all reasonable efforts to resell canceled rooms, and will credit those revenues against the Cancellation Fees in an amount not to exceed the full amount of such damages. 

6.

Notification of Hotel Remodeling.

a.

The Hotel represents and warrants that the Hotel’s property facilities, including services to be provided by Hotel pursuant to the Agreement, will be in the same or better condition and quality during the dates covered by the Agreement as during the last site inspection before execution of the Agreement (or, if no site inspection was conducted, the date of the Agreement). 

b.

The Hotel agrees to provide Cruise Line at least ninety (90) days written notice of any remodeling, renovation, or expansion of the Hotel’s property. Cruise Line may cancel without penalty its obligations under the Agreement or any reservation in the event of any such remodeling, renovation, or expansion. 

7.

Termination.

a.

Either party may terminate the Agreement upon thirty (30) days’ prior written notice to the other party 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 such notice period. Upon termination of the Agreement pursuant to this paragraph (a), any reservations made by Cruise Line shall be cancelled as of the effective date of such termination, unless the terminating party specifies otherwise in writing. Cancellation Fees and attrition fees shall not apply to a cancellation by Cruise Line under this paragraph (a). 

b.

Cruise Line may terminate the Agreement without liability at any time and for any reason upon sixty (60) days’ prior written notice. The termination of the Agreement under this subsection (b) shall not terminate any reservations in existence as of the effective date of such termination, unless Cruise Line specifies otherwise in writing. Cancellation Fees and attrition fees shall not apply to a cancellation under this paragraph (b).

8.

Indemnification and Hold Harmless.

a.

The Hotel shall indemnify, defend, and hold harmless Cruise Line and its officers, directors, partners, agents, shareholders, members, and employees from and against any and all demands, claims, damages to person or property, losses and liabilities, including reasonable attorney’s fees (collectively “Claims”) arising out of or resulting from the negligence or willful misconduct of the Hotel, failure to comply with applicable fire, safety, and health codes, or injuries to persons or property occurring within the Hotel’s property, excepting any damage or injury resulting solely from the gross negligence or willful misconduct of Cruise Line. The Hotel shall not have waived or be deemed to have waived, by reason of this paragraph, any defense, which it may have with respect to such Claims. 

b.

Cruise Line shall indemnify, defend, and hold harmless the Hotel and its officers, directors, partners, agents, members, and employees from and against any and all Claims resulting from injuries to persons or property occurring within the Hotel Property and resulting solely from the gross negligence or willful misconduct of Cruise Line. Cruise Line shall not have waived or be deemed to have waived, by reason of this paragraph, any defense, which it may have with respect to such Claims. The foregoing indemnity by Cruise Line shall not be applicable to Claims resulting from injuries caused by Guests, and Cruise Line shall specifically not be liable for any damages or injuries caused by any Guests.

9.

Insurance. Hotel shall, and shall ensure any service provider shall, obtain, maintain, and provide evidence of insurance upon request in amounts sufficient to provide coverage for any liabilities arising out of or resulting from the respective obligations pursuant to the Agreement. Such insurance shall include but not be limited to the following:

a.

General Liability Insurance, including liquor legal liability, in an amount of not less than five million Dollars ($5,000,000); 

b.

Crime Insurance (cover theft of guest property) in an amount of not less than fifty thousand Dollars ($50,000) per occurrence;

c.

In the event the Hotel will offer transportation services of any kind to Guests, Comprehensive Automobile Liability insurance covering owned, non-owned, and hired automotive equipment with minimum limits of one million Dollars ($1,000,000) combined single limit for bodily injury, death, or property damage; and

d.

Workers’ Compensation (or local equivalent) and Employers Liability insurance of not less than one million Dollars ($1,000,000). 

The above-mentioned policies (with the exception of Workers’ Compensation) shall name Royal Caribbean Cruises Ltd., its subsidiaries, and affiliates as additional insured and all policies shall contain a Waiver of Subrogation clause in favor of Royal Caribbean Cruises Ltd., its subsidiaries, and affiliates. Hotel shall send Cruise Line an Accord form certificate of insurance evidencing coverage. 

10.

Publicity and Advertising. Neither party shall publish or use any advertising, sales promotions, press releases, or other publicity that use the other party’s name, logo, trademarks, or service marks without the prior written approval of the other party.

11.

Governing Law and Consent to Jurisdiction. The validity, interpretation, and performance of the Agreement shall be governed by the laws of the state of Florida. Each party hereby irrevocably consents to the exclusive jurisdiction of any State or Federal court located in Miami, Florida in the event any action is brought by either party pursuant to the Agreement.

12.

Severability. If any provision of the Agreement is unenforceable to any extent, the remainder of the Agreement, or application of that provision to any persons or circumstances other than those as to which it is held unenforceable, will not be affected by that unenforceability and will be enforceable to the fullest extent permitted by law. The parties promptly shall negotiate a replacement.

13.

Assignments. Neither party shall assign any right or interest in the Agreement or delegate any duty owed hereunder without the express written consent of the other party. Any attempted assignment or delegation shall be wholly void and totally ineffective for all purposes. For the avoidance of doubt, this includes reselling or otherwise transferring rooms, meeting rooms, or any other facilities made pursuant to the Agreement to persons not associated with Cruise Line reservations.

14.

Confidentiality.

a.

The parties acknowledge that Cruise Line, from time to time, may share certain information with Hotel in connection with the Agreement (herein referred to collectively as the “RCG Material”) that will contain information that is either non- public, confidential, or proprietary in nature. The RCG Material will include, but is not limited to, information about Cruise Line’s business requirements, processes, organization, and technical infrastructure, particularly with respect to Cruise Line’s guest services. 

b.

Hotel shall use the RCG Material solely for the purposes in connection with providing services pursuant to the Agreement and shall not be used for competitive or any other purposes. Hotel shall keep the RCG Material confidential and shall only disclose it to those employees, officers, and representatives of Hotel whose duties justify the need to know the information, and then only on the basis of a clear understanding by such persons of their obligation to be bound by the provisions of the Agreement. 

c.

All obligations to protect the confidentiality of the RCG Material shall survive the termination or expiration of the Agreement. Upon termination of the Agreement, Hotel shall return all RCG Material to Cruise Line. 

15.

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. In such event, the Hotel will refund Cruise Line within ten (10) business days after demand any amounts prepaid by Cruise Line in respect of the cancelled reservation(s) or Room Block. 

16.

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 upon receipt, to the parties’ respective addresses hereunder or in the Special Terms. 

17.

Survivability. Any provision of the Agreement that by its context is intended to apply after termination of the Agreement shall survive its termination.

18.

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. 

19.

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.

20.

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 Hotel 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.

21.

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 Hotel to provide the services contemplated under the Agreement to Cruise Line. 

22.

Agreement; 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, RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND SUPERSEDES ALL OTHER ORAL OR WRITTEN AGREEMENTS RELATING THERETO. EXCEPT FOR UPDATES TO SECTIONS 27 THROUGH 32 OF THESE GENERAL TERMS BY CRUISE LINE, 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 HERETO. 

23.

Waiver of Liens. HOTEL 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. HOTEL AGREES THAT NEITHER IT NOR ITS EMPLOYEES OR PERSONNEL SHALL HAVE THE RIGHT TO ASSERT MARITIME LIENS ON, OR ACTIONS IN REM AGAINST, ANY VESSEL FOR ANY MATTER ARISING IN CONNECTION WITH THE AGREEMENT OR FROM EMPLOYMENT ON THE VESSEL, INCLUDING UNDER THE JONES ACT, AND EXPRESSLY WAIVES ANY LIEN IT MIGHT OTHERWISE HAVE HAD ON ANY VESSEL. 

24.

Supplier Registration System. If contracting with the Royal Caribbean or Celebrity brands only, Hotel consents to registration with, and monitoring on, Cruise Line’s third-party supplier management system.

25.

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.

26.

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

27.

Notice to Cruise Line.

Royal Caribbean Cruises Ltd. d/b/a Royal Caribbean Group 
1050 Caribbean Way, Miami, FL 33132 
Attention: Royal Caribbean, Celebrity, or Silversea (as applicable) Travel Services 
With a copy by email to: Your original point of contact for this Agreement, and General Counsel at [email protected]

28.

Compliance with Laws.

a.

The Hotel certifies that the Hotel’s property, as well as the policies, practices, procedures, and eligibility requirements used in connection with the Hotel Property, shall be in compliance with the Americans with Disabilities Act (“ADA”) and all regulations issued thereunder (as well as any state or local law equivalents.) Specifically, but without limiting the foregoing, the Hotel 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 and will be accessible and usable by individuals with disabilities. 

i.

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

ii.

The Hotel agrees to hold harmless Cruise Line, its officers, directors, employees, and agents from any and all claims arising from ADA violations within the scope and responsibility of the Hotel and its activities.

iii.

Hotel shall be responsible for the provision of auxiliary aids and services in areas of the Hotel’s property, other than barriers created by or within the control of Cruise Line, its agents, representatives, or contractors, and the provision of wheelchair seating spaces in assembly areas. 

b.

Hotel shall 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 the Hotel’s compliance with Cruise Line’s protocols and procedures related to public health and safety.  Breach of this Section constitutes a material breach of this Agreement.

c.

Hotel shall comply with all laws, regulation, codes, or ordinances established by the governmental and administrative authorities that govern or apply to Hotel’s performance under the Agreement, including any laws, regulations, codes, ordinates, or public health guidelines pertaining to COVID-19 or other communicable disease. Breach of this Section constitutes a material breach of the Agreement. 

29.

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, Hotel 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.

30.

Anti-Corruption. Hotel 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. Hotel agrees that failure to comply with this section will constitute a material breach of the Agreement. 

31.

Trade and Economic Sanctions. Hotel 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.

32.

Data Protection.

a.

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. 

b.

Hotel 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/

c.

If the Hotel fails to adhere to the requirements in this Section, the Hotel 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 Hotel 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 Hotel 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.