GENERAL TERMS AND CONDITIONS

Reference is made to the Special Terms between Contractor and Cruise Line. The Parties agree that in the event of a conflict between the Special Terms and these General Terms, the Special Terms shall prevail.

I. SCOPE; ELIGIBILITY.

A. Contractor hereby agrees to bring selected qualified customers to Cruise Line to sail on Cruise Line’s cruises and to encourage such customers to gamble in casinos onboard the Vessels, and sail and gamble on subsequent voyages onboard the Vessels. For purposes of this Agreement, “Players” are defined as individuals who: 

1. booked the relevant cruise on a Vessel through Contractor;
2. are not residents or citizens of the People’s Republic of China;
3. are not the target of trade, economic, or financial sanctions and do not reside in a country that is the target of trade, economic, or financial sanctions pursuant to Section B of Article XII; and
4. either: (i) are new customers for Cruise Line, meaning the individual has not previously sailed on a Vessel and gambled in the Vessel’s casino; or (ii) are a Club Royale and/or Blue Chip Club member, but has been inactive in the twenty four (24) calendar months immediately preceding the date on which that relevant cruise was booked by Contractor and does not have a future cruise booked.

B. For the avoidance of doubt, customers who are Players on one cruise will not be a Player on any subsequent cruises they book with Cruise Line unless each of the conditions specified in this Article I have been satisfied.  Players on one Cruise Line will not be a Player on other Cruise Line unless each of the conditions in this Article I have been satisfied

II. DEFINITIONS.

1. “Stateroom Comp” or “Stateroom Complimentaries”  or “Room Comp” shall mean the total amount of all stateroom cruise fares, also known as internal rates, covered by Cruise Line for Player(s) and/or their associated guests at no charge, which will be reflected in the booking invoice and communicated to Contractor at the time of booking.  At no time will Stateroom Comp include taxes, fees, or gratuities, as those must be paid by the Player(s) and/or their guests, or by Contractor on behalf of the Players and their guests. The cruise fares covered or provided as a Stateroom Comp, in full or in part, by the Cruise Lines are internal rates and cannot be used as a rate to be paid directly to the Cruise Line by guests. Contractor is prohibited from selling complimentary staterooms, in full or in part, to guests. 
2. “Dollars Off Comp” shall mean the amount provided by Cruise Line on a complimentary basis, which may be zero or less than the full amount of the cruise fare for the relevant stateroom, will be reflected in the booking invoice and communicated to Contractor at the time of booking.  At no time will Dollars Off Comp include taxes, fees, or gratuities, as those must be paid by the Player(s) and/or their guests, or by Contractor on behalf of the Players and their guests.
3. “Cost of Sale Reduction” (also referred to herein as “COS”) shall mean the total amount of Stateroom Comp or Dollars Off Comp provided to the Player,  Rebate on Loss (ROL) (defined below), onboard folio credit or “Casino Dollars”, negotiated FreePlay or Promotional Chips (slot credits or non-negotiable gaming chips offered free of charge, the value of which are referenced in the Statement of Terms delivered to Player and Contractor), airfare/ground transfers, and upfront folio comps.
4. “Rebate on Loss” or (also referred to herein as “ROL”) shall mean a percentage an individual  Player’s Actual Loss or Actual Result per Trip aggregated sum of Table Games and Slot Machine Play, and which amount shall be credited to the individual Player or Primary Player as a future credit in the form of FreePlay and/or Promotional Chips to be redeemed on a future voyage within one (1) year of the cruise end date in which it was received , according to the following chart:

Actual Loss*	ROL %
$250,000 – $499,999	5%
$500,000 and greater	10%

When an individual or Primary Player redeems the future FreePlay or Promotional Chip ROL, the ROL will be calculated as a cost of sale as negotiated FreePlay or Promotional Chips in that future commission calculation on the ship/sail date the ROL is redeemed.  ROL is not applicable on Asia voyages or on Players sourced by Cruise Line’s Business Development Asian Team. All ROL must be approved by Shoreside Management prior to guest embarkation with a Statement of Terms agreement.

5.  “Theoretical Result” or “Theo Loss Total Amount” (also referred to herein as “Theo Result”) shall mean the total theoretical loss for both slots and table games by the Player onboard a Cruise Line Vessel in the ship’s casino(s) as determined by Cruise Line’s computer rating system.  Slot theoretical is determined by “Coin in” and game advantage, and Table Game theoretical is defined by time played, average wager, and game advantage as recorded in Cruise Line’s computer rating system.
6. “Theoretical Margin” or “Theo Profit per Booking” shall mean Theoretical Result less the Stateroom Comp, pre-authorized promotional slot credits, and/or table game promotional chips and airfare/ground transfer expenses, negotiated FreePlay and upfront folio comps.
7. “Theoretical Margin % per Booking” shall mean the Theoretical Margin divided by the Theoretical Result.
8. “Actual Result” or “Actual WinLoss Total Amount” shall mean the total actual win or loss generated for both table games and slots by the Player as determined by Cruise Line’s computer rating system. Actual win or loss is determined based on “Coin in” less the sum of any payouts on slot machines and “Buy in” less the sum of any pay outs on table games. 
9. “Actual Margin” or “Actual Profit per Booking” shall mean Actual Result less the Stateroom Comp, pre-authorized promotional slot credits and/or table game promotional chips and airfare/ground transfer expenses and upfront folio comps.
10. “Actual Margin % per Booking” shall mean Actual Margin divided by Actual Result.
11. “Net Actual Result” or “Actual Profit per Booking” shall mean the Actual Result of all Players in a stateroom and/or the aggregate all Players in Cross Referenced Multiple Stateroom Complimentaries and Cost of Sale Reduction (defined above).
12. “Cross Referenced Multiple Stateroom Complimentaries” means multiple staterooms that are offered to a Primary Player based on his or her gaming activity.
13.  “Primary Player” means the identified Player whose gaming activity is considered for Stateroom Comp or Dollars Off Comp offers.
14.  “Trip” means a single voyage or a “back-to-back voyage”, where a back-to-back voyage is defined as a voyage of consecutive voyages on the same Vessel without interruption.
15. “Statement of Terms” or “SOT” means an agreement approved by Casino Management prior to players’ embarkation with terms that exceed the standard casino program, to include but not limited to changes in gaming operations or extended upfront complimentaries, personal betting limits, rebate on loss (ROL) and other items.
16. Commission Report Sample

III. Compensation TERMS

A. Compensation. 

Cruise Line reserves the right to adjust or amend the Compensation applicable to this Agreement in its sole discretion by giving Contractor at least thirty (30) days’ written notice.

1. Base Commission. Subject to the terms of this Agreement, based on Players booked with Cruise Line directly by Contractor, Cruise Line will pay Contractor a commission (“Base Commission”) determined in accordance with Table 1 below based on the “Theoretical Margin” or “Actual Margin”, whichever is greater, generated by the Player’s slot and table game activity as determined by Cruise Line’s computer rating system.   The tier threshold percentage shown in Table 1, depending on the profitability margin, will allocate which is greater and will determine which tier and the percentage paid in commission  (subject to the caps described below). In order for Contractor to earn Base Commission in Tiers 1 through 4 (referenced in Table 1 – Base Commission Percentage) a stateroom cost of sale or stateroom complimentary cruise fare must be incurred on the booked reservation.  If there is zero ($0) stateroom cost, the commission will be calculated based on Tier 5 applicable percentage.

Table 1 – Base Commission Profitability Margin and  Percentage Paid

Tier	Theoretical Margin % or Actual Margin % per Booking  (Profitability Margin Range)	Commission % paid on Actual Profit per Booking	Commission % paid on Theo Profit per Booking
1	Less than 29.99%	0%	0%
2	30.00% to 59.99%	15%	12.5%
3	60.00% to 79.99%	20%	15%
4	80.00% to 99.99%	22%	20%
5	≥100%	15%	10%

Table 2 – Example of Base Commission Calculation

	Actual Win/Loss Calculation	vs.	Theoretical Calculation	Definition
Step 1	$13,048.22  Actl Winloss Total Amt		$9,524.47   Theo Loss Total Amt	Total Gaming generated by all guests in the stateroom or all guests in Cross-referenced staterooms
Step 2	($2,834.00)		($2,834.00)	Minus COS (Room Comp, Negoitated Freeplay, OBC, etc,)
	$10,214.22  Actual Profit per Booking		$6,690.47  Theo Profit per Booking	Actual vs Theo Net Profit
Step 3	78%		70%	To calculate the Actual Margin % and Theo Margin %, divide the Actual Profit per Booking into the ActlWinloss Total Amt and the Theo Profit per Booking into the Theo Loss Total Amt
Step 4	The Actual Profit per Booking is Greater		N/A	Determine the greater of Actual vs. Theo Profit
Step 5	Tier 3 – 20% of Actual Profit per Booking			Determine the Tier level the % Margin falls in
Step 6	20% of $10,214.22 Actual Profit per Booking			Apply Tier 3 – 20% x Actual Profit per Booking
Step 7	$2,042.84			Commission Payment

B. Commission Terms

1. Commissions based on Theoretical Margin are capped at $10,000 per cruise on the gambling of all Players associated with the same booking ID and/or Cross-Referenced Multiple Stateroom Complimentaries.  Commissions based on Actual Margin are capped at $50,000 per cruise on the gambling of all Players associated with the same booking ID and/or Cross-Referenced Multiple Stateroom Complimentaries and/or Trips.
2. Contractor is required to book the players in Cruising Power or by contacting Cruise Line’s Casino Royal Reps Reservation Center ([email protected] or [email protected]) and provide Cruise Line with complete contact information for Player, not for Contractor, including a verifiable physical address, email address, telephone number, DOB, and Crown & Anchor or Captains Club number, if applicable, for Player, prior to the sailing.
3. If a Player’s reservation or booking is made independently of Contractor or is booked under a travel partner agency for which the Contractor works, no commission shall be due or payable to Contractor for such Player while on that cruise.  Contractor shall only receive commissions for Players booked through Contractor directly through the agency of the Contractor that is specific to qualified Players participating in the Royal Rep Player Program. Contractor shall not have any booking made independent of Contractor such as through a travel partner agency or secondary/subcontracted representative without express, written, advance approval from Cruise Line.
4. Commissions will not be paid on any outstanding credit amount until the markers are clear and will not be paid on any outstanding markers or other outstanding credit balance or any disputed and/or uncollectable credit card transaction that is not cleared within ninety (90) days of the last day of the relevant cruise.  If a Player’s credit and/or credit card transaction is deemed uncollectable, the commission will be waived or revoked from Contractor.
5. All amounts due under this Agreement will be calculated in U.S. dollars and will be paid within seventy-five (75) days from the date the invoice is submitted by Cruise Line for processing.  RCL shall submit invoices for processing monthly, within fourteen (14) days of the end of each month.

No travel agency commission or any other compensation shall be owed to Contractor in connection with cruises (or any other products or services) booked for Players through Contractor.

C. Deposits/Penalties. Except as modified herein, all of Cruise Line’s published deposits and cancellation policies, terms and conditions apply, whether for individual or group bookings of Players.

D. Supplier Registration. Contractor consents to registration with, and monitoring on, Cruise Line’s third-party supplier management system.

E. Gaming License. Contractor must either maintain a current gaming license with one or more of the following regulatory agencies during the duration of this Agreement, or consent to a personal background check conducted by Cruise Line, at Contractor’s sole expense of the Contractor, which expense shall not exceed $1,000.00 and is non-refundable.  Failure to comply shall be considered a material breach of the Agreement. 

New Jersey Division of Gaming Enforcement

Nevada Gaming Commission

Mississippi Gaming Commission

State of Connecticut Department of Consumer Affairs Gaming Division

Pennsylvania Gaming Control Board

Proof of an active gaming license is required upon signature of this Agreement.  If at any time a gaming license is suspended or revoked, the Contractor is required to immediately advise Cruise Line at which the Contractor will undergo a compliance review with Cruise Line. Failure to comply shall be considered a material breach of the Agreement. Contactor is responsible for any investigative fees incurred, up to $1,000, for the compliance review by Cruise Line.  Contractor may choose to deduct these fees to be paid in full or in part from commissions earned to the Contractor.

IV. PLAYER ASSUMPTIONS

A. Cruise Line is not obligated to provide any Stateroom Complimentaries to any Players or their guests.  Players may be approved by Cruise Line for complimentary staterooms (partially or in full) in consideration for casino play. Cruise Line reserves the right to request supporting evidence of casino play. If at any time, Contractor falsifies information or provides erroneous supporting evidence of casino play, Cruise Line shall consider this a material breach of the Agreement.

B. If a Player is approved by Cruise Line for any Stateroom Complimentaries, they will not include taxes, fees, gratuities, or cruise insurance, for which the Player will be responsible. If Cruise Line decides to cover only a portion of the cruise fare for a Player on a complimentary basis, the Player will be responsible for paying the remainder of the cruise fare as and when due in accordance with Cruise Line’s policies. Cruise Line specialty dining fees, alcoholic and non-alcoholic beverages (except those served during play in the casino when the player meets the eligible criteria to receive comp beverages as set forth in the Royal Rep Player Program), onboard spa services, other services and items, including but not limited to shore excursions, onboard gift shop purchases, and internet and cell phone usage shall also be the responsibility of the Player.

C. Contractor will be responsible for communicating all terms and conditions of the Cruise Line’s player program as it related to extending Stateroom Complimentaries.  Full terms and conditions may be found at https://www.royalcaribbean.com/terms-and-conditions/casino-promotions.

D. Upfront Player airfare/ground transfer reimbursement will not be considered by Cruise Line; however, in exceptional circumstances, Cruise Line may consider it after a sailing and, if approved by Cruise Line in its sole discretion, it must be expressly approved with Statement of Terms. 

E. Cruise Line may discount Player losses at its sole discretion.  If Cruise Line discounts a Player’s losses, the amount of the discount will be included as a Cost of Sale in the Net Actual Result when calculating Base Commission. Prior approval is required Cruise Line prior to Player embarkation with an approved Statement of Terms.

F. Stateroom Complimentaries extended to individual Players by Cruise Line may not be combined with any other promotions or offers (including, but not limited to, Club Royale and Blue Chip Club rebates, MGM Rewards benefits, Seminole Hard Rock benefits, certificate offers, etc.).

G. No Shows. Bookings resulting non cancelled no show, may cause the booked guest account to be suppressed from future deployments of promotional offers and/or complimentary bookings.

H. Complimentaries in any form, may not be sold to any guest for payment to contractor or any source. Contractor may not resell, transfer or name change guests in association with a complimentary granted by the Cruise Line. Qualified guests receiving Stateroom Comps must sail in the stateroom.  Cruise Line has the right to reverse the complimentary status to in market rates if qualified guest does not sail.

I. A service fee may be charged directly to the guest by the  Contractor not to exceed $100 per booking. Such service fee is solely at the discretion of the Contractor. The Ccruise Line will not accept any responsibility for administration or dispute of such fee.

J. Each Player will be coded to Contractor after the Player’s first cruise is booked with Cruise Line directly by Contractor and will remain coded to Contractor for twelve (12) months and/or as long as the Player continues to book his or her Royal Caribbean International Cruises or Celebrity Cruises voyages through Contractor.  If coded guest redeems a casino partnership offer based on the Players gaming patronize or Player Club status with the Casino partnering with RCG, the Contract will not earn commission for that booking. Contractor’s code may be removed at Cruise Line’s discretion in the event that a Player has not patronized any of Royal Caribbean International or Celebrity Cruises onboard casinos for twelve (12) consecutive months.  A player, at any time, may submit a written request for release of coding from Contractor. At the time of the release request, all future bookings will be removed from the Contractor. Once released, Contractor is no longer eligible for compensation nor is any compensation owed to Contractor once Cruise Line receives the Player’s request.

K. Contractors shall supply Cruise Line with, in writing and within ten (10) business days of signing this Agreement, a list of all employees, representatives, and subcontractors engaged by the Contractor as of the Effective Date and update the Cruise Line on a quarterly basis of any changes. For the avoidance of doubt, Contractor assumes all liability for anyone engaging in work on behalf of the Contractor. Subcontractors are  not contracted with Cruise Line and have no representation rights with Cruise Line.

V. PAYMENT

A. Commission Reports. On a monthly basis, for all cruises that ended in the applicable month, Cruise Line will generate and post a Commission Report to the individual contractor’s Personal Documents file folder on the RCG designated SharePoint site together with any supporting settlement reports, detailing either the commission to be paid to Contractor or any reimbursement due from Contractor to Cruise Line.  It shall be the Contractor’s responsibility to ensure that Contractor receives all Commission Reports in a timely manner.

B. Commissions Paid to Contractor. Contractor has thirty (30) days from the date Contractor receives notice that the Commission Reports are uploaded to report any discrepancies to Cruise Line.   Any commission discrepancies submitted beyond thirty (30) days after the date the Commission Report is received by Contractor will not be paid. Contractor must comply with Cruise Line’s vendor registration policies and processes before receiving any payments.  Cruise Line may provide commission payments in the form of a check or via bank ACH or wire payment.

C. Reimbursement Paid to Cruise Line from Contractor. Cruise Line will first deduct from any unpaid commissions due to Contractor any amount(s) needed to settle any sums owed by Contractor to Cruise Line or any of its affiliated companies.  If commissions due are not sufficient to cover the sums owed by Contractor to Cruise Line or any of its affiliated companies, Cruise Line has thirty (30) days from the date it issues the Commission Report to submit an invoice to the Contractor for the balance owed as stated in the Commission Report.  Contractor may provide reimbursement payment in the form of a check or via bank wire payment per Cruise Line’s instructions.

VI. TERM & TERMINATION; APPLICATION OF THIS AGREEMENT 

A. Cruise Line may terminate this Agreement without cause by giving written notice thereof to Contractor at least thirty (30) days prior to such proposed termination date. Effective from the date of termination, Cruise Line is no longer obligated or required to pay commission to Contractor, and future bookings will no longer remain under Contractor’s agency.

B. Upon the occurrence of a default, Cruise Line may terminate this Agreement immediately upon oral or written notice without prejudice to any other rights or remedies it may have in law or equity. The term “default” as used herein means the occurrence of any of the following events: (i) the failure of Contractor to punctually and properly perform any covenants, agreements, or conditions contained herein or the breach of any warranty contained herein; (ii) the insolvency of Contractor; (iii) the appointment of a receiver of Contractor; (iv) the adjudication of the Contractor as a bankrupt; (v) the filing by way of petition or otherwise, or answer of any petition or other pleadings seeking adjudication of Contractor as a bankrupt, or an adjustment of Contractor’s debts, or any other relief under any bankruptcy, reorganization, debtor’s, or insolvency laws now or hereafter existing; (vi) the reasonable belief by Cruise Line that the prospect of performance by Contractor or any of Contractor’s covenants, agreements, and other duties hereunder is impaired. In the event of such termination, Cruise Line shall be relieved of all further obligations hereunder, and Contractor shall indemnify Cruise Line against and hold Cruise Line free and harmless from all costs incurred by Cruise Line in completing or procuring the completion of performance in excess of the purchase price specified in this Agreement.

VII. RELATIONSHIP OF THE PARTIES

The Parties specifically acknowledge and agree, as a material part of this Agreement, that Contractor shall at all times be an independent contractor of Cruise Line and nothing contained in this Agreement shall be construed as creating an agency, joint venture, partnership, association, employment relationship, or other affiliation or similar relationship between Cruise Line and Contractor. Neither Party has any right to bind the other or create any obligations or responsibilities on behalf of or in the name of the other.  Under no circumstances may Contractor hold itself out to be a partner, employee, franchisee, representative, servant, or agent of Cruise Line. 

Any breach of the foregoing prohibitions shall constitute a material breach of this Agreement.

VIII. INDEMNIFICATION 

Contractor shall defend, indemnify, and hold harmless (and pay any and all attorneys’ fees and costs, in connection therewith) the owners, any charterers, Cruise Line, its subsidiaries and affiliates, and any other operators of the Vessels and their respective directors, officers, employees, and agents (the “Cruise Line Indemnitees”) from and against any claims, suits, and liens of whatever nature to the extent arising out of:  (a) any claim by a third party resulting from Contractor’s breach or alleged breach of, or failure to comply with, any term or condition of this Agreement; (b) any claim by a third party arising out of the act or omission of Contractor, or its employees or agents, in performing Contractor’s obligations under this Agreement; or (c) any violation of applicable law by Contractor or its employees or agents.

This Article shall survive the expiration or termination of this Agreement.

IX. CONFIDENTIALITY 

A. Neither Party will disclose the terms of this Agreement, or any information provided by either Party in relation to or in furtherance of this Agreement (“Confidential Information”), it being understood that either Party may disclose Confidential Information to those of its employees that require such material for the sole purpose of performing certain of its obligations hereunder.  For the avoidance of doubt, Contractor shall not disclose, share, publish, or give away any Confidential Information of Cruise Line to any third party including any secondary/subcontracted representative, without express, written, advance approval from Cruise Line.  Contractor will use the Confidential Information only for the authorized purposes in this Agreement and shall use the same degree of care, but no less than a reasonable degree of care, as Contractor uses with respect to its own information of a similar nature to protect the Confidential Information and to prevent: (i) any use of Confidential Information in violation of this Agreement; and/or (ii) communication of Confidential Information to any unauthorized third parties.

B. If either Party hereto is required by law, regulation, or legal process to disclose any Confidential Information, said Party shall not be in breach of this Agreement, but shall provide the other Party with prompt notice thereof so that the other Party may seek a protective order or other appropriate remedy to prevent or limit disclosure of any Confidential Information.  Each Party shall fully cooperate with the other Party’s application for a protective order or other remedy.  In any event, said Party shall disclose only that portion of the Confidential Information that said Party is legally required to disclose.  The names, addresses, email address, telephone number, and other personal details of each Player shall not be the Confidential Information of either Party.

C. Contractor agrees that it shall not do the following, except with the advanced review and written approval of the Cruise Line: (i) issue or release any articles, advertising, publicity, or other matter relating to this Agreement (including the fact that a meeting or discussion has taken place between the Parties) or mentioning or implying the name of Cruise Line or any of its brands, trademarks, or logos; (ii) make copies of documents containing Confidential Information; or (iii) publicly distribute evaluations or summaries of Confidential Information of Cruise Line.  Any such authorization may be conditioned upon the inclusion of copyright notices or other appropriate markings in the evaluations or summaries.

D. Notwithstanding the termination of this Agreement, this Agreement shall survive with respect to Confidential Information that is disclosed before the effective date of termination (the “Termination Date”) for a period of five (5) years after the Termination Date, except in the case of trade secrets, for which  the confidentiality obligations contained herein shall apply until the date that all elements of trade secrets are public knowledge and no longer proprietary to Cruise Line.

E. Contractor, upon termination of this Agreement or Cruise Line’s written request, will: (i) immediately cease using Confidential Information of Cruise Line, (ii) promptly return to Cruise Line or, with the consent of Cruise Line, destroy all media received from Cruise Line that contain Confidential Information of Cruise Line, (iii) destroy all other copies of Cruise Line’s Confidential Information in Contractor’s possession or control, and (iv) promptly certify in writing Contractor’s compliance with the terms of this Section. 

F. If Contractor fails to adhere to the requirements in this Article, Contractor shall defend, indemnify, and hold Cruise Line harmless from and against any Losses (as defined herein) that Cruise Line may incur arising out of or related to Contractor’s failure to comply with these conditions.   The term “Losses” means fines, penalties, charges, costs, expenses, compensation, damages, and fees (including attorneys’ fees).  Contractor acknowledges that damages for improper disclosure or use of Confidential Information in breach of this Agreement shall be presumed irreparable and there would be no adequate remedy at law; therefore, Cruise Line would be entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies available to it.

X. NO ROBOCALLS

A. 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.  Contractor 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: (i) a Royal Caribbean International Cruises or Celebrity Cruises, as applicable, cruise or stateroom on such a cruise or Cruise Line; (ii) any services or products offered by Cruise Line to any guests at any time, potential guests or customers on a cruise, or in connection with a Royal Caribbean International or Celebrity Cruises cruise; or (iii) any services or products offered by Contractor or any third party in connection with a Royal Caribbean International or Celebrity Cruises cruise.

B. As used in this Article, the terms: (i) “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 (ii) “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.

C. Any violation of this Article shall constitute a material breach of this Agreement with respect to which Contractor 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 Article.  Depending on the circumstances, additional curative steps may be required by Cruise Line.  Contractor will indemnify, defend, and hold all Cruise Line Indemnitees (as defined in Article VIII) harmless for any failure or refusal on Contractor’s part to comply with this Article. 

D. Contractor specifically acknowledges and agrees that it shall require any third parties directly or indirectly engaged in marketing or promoting for or on behalf of Contractor to comply with this Article prohibiting Solicitations using Automation Promotional Tools and to be in compliance with this Article, the TCPA, and any other applicable federal or state law. Contractor shall strictly enforce these requirements against such third parties, consistent with the specific terms of this provision.

E. Exceptions to the foregoing prohibitions can only be approved by a Senior Vice President, Executive Vice President, or the President of Cruise Line.

XI. GENERAL

A. Jurisdiction and Venue. Any controversy or claim arising out of or relating to this Agreement shall be determined by final and binding arbitration administered by: (i) the American Arbitration Association (“AAA”) in accordance with the AAA Commercial Arbitration Rules (if Contractor is located within the United States of America); or (b) the International Centre for Dispute Resolution (“ICDR”) in accordance with the ICDR International Dispute Resolution Procedures (if Contractor is located outside of the United States of America). The arbitration shall be conducted in Miami, Florida before a single arbitrator. The language shall be English. Each party shall bear its own costs and expenses in preparing for and participating in the arbitration hearing except that each party shall pay one-half of the compensation payable to the arbitrator, one-half of any fees to the AAA or ICDR, and one-half of any other costs related to the hearing proceedings. The arbitration award shall be final and binding on the parties, and judgment on the award may be entered in any court having jurisdiction.

B. Counterparts. This Agreement may be executed in as many counterparts as may be required, each of which when executed and delivered is an original, and all of which counterparts of this Agreement, taken together, will constitute one and the same instrument. 

C. Severability. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the validity or enforceability of the other provisions shall not be affected.

D. Survivability. All covenants, indemnities, guarantees, representations and warranties, and obligations of confidentiality by either Party shall survive the termination or expiration of this Agreement.

E. Assignment. Contractor shall not, without Cruise Line’s prior written consent, assign, sell, transfer, delegate, or otherwise dispose of, whether voluntarily or involuntarily, or by operation of law, any rights, or obligations under this Agreement.  Any purported assignment, transfer, or delegation by Contractor shall be null and void.

F. Notices. All notices, demands, requests, and other communications required or permitted to be given to either Party pursuant to this Agreement must be in writing, shall be given by hand, registered mail, or recognized international courier, and shall be effective upon receipt.

G. Limitation of Liability. Under no circumstances whatsoever shall Cruise Line be liable for any special, consequential, punitive, indirect, or incidental damages of any kind whatsoever.

H. Liens. 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 or other property owned or operated by Cruise Line or its subsidiaries, affiliates, and/or brands. Contractor 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. Contractor agrees to defend, indemnify, and hold Cruise Line 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. Contractor 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 Contractor in connection with this Agreement.

I. Amendment. With the exception of Article XII of these General Terms, this Agreement may be amended only by a writing signed by duly authorized representatives of Contractor and Cruise Line.

J. Rights Cumulative. The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either Party hereto (or by its successors), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies.

K. No Waiver. No failure or neglect of either Party hereto in any instance to exercise any right, power, or privilege hereunder or under law shall constitute a waiver of any other right, power, or privilege or of the same right, power, or privilege in any other instance.  All waivers by either Party hereto must be contained in a written instrument signed by the Party to be charged and, in the case of Cruise Line, by an executive officer of Cruise Line or other person duly authorized by Cruise Line.

L. Restriction on Publicity and Advertisements. Neither Party shall directly or indirectly issue or permit the issuance of any press release, other publicity, or advertisement, grant any interview, make any public statements, or otherwise publicize or advertise any matter concerning or related to this Agreement, including the terms hereof and the services hereunder, without the prior written consent of the other Party.  Contractor may not use any of Royal Caribbean International, Celebrity Cruises, or Silversea Cruises logos or trademarks without the written consent of Cruise Line.

M. Compliance with Law. Contractor agrees to comply with all laws and regulations applicable to its business and its activities under this Agreement including, but not limited to, those related to data privacy, and to comply in all respects with any applicable do not call, do not email, do not fax or other do not contact laws and regulations.  Contractor 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.

N. Entire Agreement. This Agreement (which including its appendices) constitutes the entire agreement between the Parties with respect to the subject matter hereof.  All prior negotiations, agreements, proposals, representations, statements, or understandings, whether written or oral, concerning the subject matter hereof and related communications are merged herein and superseded hereby.

O. Passenger Ticket Contract. Each Player will be booked by Cruise Line under the terms and conditions of the local Cruise Line office where the Player resides.  All Players will be subject to the terms and conditions of Cruise Line’s applicable passenger ticket contract/booking conditions (collectively, the “Cruise Ticket Contract”).  Those terms and conditions vary depending on the country of residence of the Player.  The version of the Cruise Ticket Contract in effect at the time of the Player’s booking will govern.

P. Promotional Materials; Cruise Line’s Service Marks.

1. All advertising and promotional materials mentioning Cruise Line or its cruises (including, but not limited to, materials on the Internet) developed by Contractor must be approved by Cruise Line prior to print, air dates, or distribution of printed materials unless such advertising or promotional materials were provided by Cruise Line, in which case the provided materials may not be altered in any manner without the prior authorization of Cruise Line. All advertising and promotional materials must identify Contractor as independent agent contracted by Cruise Line. Moreover, such materials may be used only in accordance with written directions furnished by Cruise Line.
2. Cruise Line reserves the right to prohibit the use of specific Cruise Line service marks, and individual notice of such prohibition shall not be required.
3. Contractor agrees that it shall not market, advertise, or promote Cruise Line or any of its ships, cruises, or casinos to anyone other than individuals who meet the residency requirements described in Article I of this Agreement.  Contractor shall not, under any circumstances, market, advertise, or promote Cruise Line or any of its ships, cruises, or casinos to a resident or citizen of the People’s Republic of China.
4. Contractor acknowledges that Cruise Line is the owner of the exclusive right, title, and interest in and to Cruise Line’s service marks, including but not limited to the logos and the names of the vessels operated under the Royal Caribbean International or Celebrity Cruises brands (“Service Marks”).  Contractor will not do any act or thing contesting or in any way impairing any part to such right, title, or interest of Cruise Line in the Service Marks and will not represent that it has ownership in any of the Service Marks.  Contractor will not establish or use any word or mark that is similar to, resembles, or is likely to be confused with the Service Marks for any purpose.  On termination or expiration of this Agreement, Contractor will cease and desist from all use of the Service Marks and will deliver to Cruise Line any and all materials upon which the Service Marks appear.

Q. Non-Solicitation. Contractor, including subcontractors, agents, representatives and employees of said Contractor,  agrees that it shall not solicit any other guests onboard Cruise Line’s Vessels, other than Players booked on that cruise by Contractor.  In addition, Contractor shall not solicit or accept any confidential information of any individual including but not limited to player activity, names, contact information, or any other personal identifying information, without obtaining the individual’s express, written consent and otherwise complying with Article IX  and Article XII(C) of this Agreement.  In addition, Contractor shall not solicit any current or past Cruise Line, shoreside or shipboard,  employees for employment with Contractor during the Term of this Agreement and for six (6) months following the expiration of the Term.  All such activities set forth above are strictly prohibited.  Contractor agrees that a violation of this Section shall constitute a material breach of this Agreement and shall be grounds for immediate termination by Cruise Line.

R. Sub Rep Disclosure. Contractor will submit a full list of all Sub Reps for which the contractor is facilitating booking with Cruise Line.  Changes to the contractors Sub Rep roster will be provided to the Cruise Line within 30 days of any changes.

XII. The following Sections may be unilaterally updated from time to time by Cruise Line without notification to Contractor:

A. Anti-Corruption. Contractor has not taken, and will not take, any action in furtherance of an offer, payment, promise to pay, or authorization of the payment of any money, gift, or anything of value, directly or indirectly, to any government official or private person, or demand or accept the foregoing for the benefit of: (i) influencing, inducing, or rewarding any act or decision by such person or by Contractor to do or omit to do any act in violation of his or her lawful duty, (ii) influencing, inducing, or rewarding the improper performance of a relevant function or activity by such person or by Contractor, (iii) securing any improper advantage for such person or Contractor, or (iv) inducing such person or Contractor to use his or her influence with any governmental or private entity to affect any act or decision of the entity for the benefit of Contractor’s business.  For the avoidance of doubt, (i) the term “government official” includes any (1) officer or employee of government, department, agency, or instrumentality of a government (government-controlled enterprise), (2) public international organization or person acting in an official capacity, (3) political party or party official, or (4) candidate for political office; and (ii) the practices prohibited hereunder include making facilitation payments or “grease payments” to government officials to expedite routine non-discretionary government action.

B. Trade and Economic Sanctions. Neither Contractor, 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 (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.

C. Data Privacy.

1. Contractor 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 clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. Cruise Line shall at all times be the owner of any personal data shared by Cruise Line with the Contractor and the Contractor may only process such personal data for the purpose(s) set forth in the Agreement.  
2. Contractor shall at all times ensure that appropriate technical and organizational 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, including (without limitation) the requirements of the Cruise Line Information Security Schedule found here: https://www.royalcaribbeangroup.com/dpa/infosec/
3. If the Contractor fails to adhere to the requirements in this this Article, the 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 Contractor 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 Contractor to enter into a separate data processing agreement on terms that may include special provisions relating to the treatment of personal data.
4. For purposes of this Article, the terms  “controller”, “processor”, “data subject”, “personal data”, “processing” and “appropriate technical and organizational measures” shall be interpreted in accordance with the GDPR (defined below).
5. “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.