Terms & Conditions

FSY Florida, LLC (the “Company”), requires that any and all persons, organizations and companies that promote, book, sell, and/or distribute cruise accommodations offered by the Company (“Travel Partner”) must comply with the following terms and conditions (these “Terms and Conditions”). The Company may amend these Terms and Conditions at any time, in its sole discretion and without required advance notice to any Travel Partner. The Company will notify a Travel Partner registered on the Company Website (as defined below) when these Terms and Conditions have changed. Any such modifications will become effective immediately, unless otherwise specified. The current version of these Terms and Conditions may be found at travelprofessionals.fourseasonsyachts.com (the “Company Website”), and may, at the Company’s discretion, be communicated by internet publication and/or be distributed in any form of print.

By registering on the Company Website, Travel Partner agrees to, and agrees to be bound by, all of the terms, obligations, and restrictions of these Terms and Conditions, as may be amended from time to time.

1.0 Definitions

“Automated Promotional Tools” means 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 United States Telephone Consumer Protection Act, the Telemarketing Sales Rule and any other applicable United States federal or state law;

“Booking Terms”means those passenger Booking Terms and Conditions located at fourseasonsyachts.com, as may be updated from time to time, or any successor terms and conditions;

“Cancellation Fee” has the meaning set out in paragraph 8 below.

“Carrier”means the Yacht and Marc-Henry Operating Limited (a Maltese limited liability company), with an address of 85 St. John Street, Valletta VLT 1165, Malta.;

“Carrier Entities” or, individually, a “Carrier Entity,” means Carrier, Company, and Marc-Henry Cruise Holdings Ltd, and each of their respective owners, charterer(s), parents, subsidiaries, affiliates, employees, officers, and crew members.

“Cardholder Data” means information printed, processed, transmitted, or stored in any form on a payment card, including the full magnetic stripe of the payment card; the card's primary account number; the cardholder name; the expiration date on the card; and the service code;

“Company” has the meaning ascribed above;

“Company Website” has the meaning ascribed above;

“Covered Services” means any product or service other than Voyages offered or sold by the Company, including without limitation travel protection, shore excursions, pre/post hotel stays;

“Customer Information” means and includes, but shall not be limited to, the names, addresses, email addresses, telephone numbers (business, home, cell), travel preferences and requirements, age or date of birth, and any other information provided by Guests to Travel Partner for the provision of services governed by these Terms and Conditions;

“Departure Date” means the embarking date for the Voyage;

“Distinctive Signs” means those certain trademarks, service marks, trade names, logos, and other distinctive signs used at or in connection with the course of any of the Carrier Entities’ activities;

“Four Seasons” means FSHR (Malta) Management Ltd., its affiliates, employees, agents, members, shareholders, managers and directors and each of those entities’ employees, agents, members, shareholders, managers and directors;

“Government Official” means and includes any of the following: (i) officer or employee of government, department, agency, or instrumentality of a government (or a government-controlled enterprise); (ii) officials or agents of a public international organization; (iii) political party or party official; (iv) candidate for political office; and/or (v) persons holding a legislative, administrative or judicial position of any kind, of a country, territory or subdivision of a country or territory;

“Group Rates” means rates quoted by the Company for group inventory;

“Guest” or “Guests” means any and all passengers traveling on the Yacht under the Ticket Contract (including any persons traveling in their care), whether named on the face of the Ticket Contract or otherwise.

“Indemnified Parties” or, individually, an “Indemnified Party,” means Carrier Entities’ principals, agents, licensors, joint venturers and all employees and agents of such individuals, companies, and entities, including but not limited to Four Seasons.

“Material(s)” means those photographs, images, publicity materials, logos, videos, virtual tours and descriptive texts used at or in connection with the course of any of the Carrier Entities’ activities;

“Payment Card Security Standards” means, where applicable, the PCI DSS Standard; the PCI PED Standard; the PCI PA-DSS Standard; applicable updates, new versions of, and replacements for these standards implemented by the PCI SSC Council; as well as additional compliance standards established by individual card brands;

“Promotion” means Travel Partner promotional offers, sweepstakes, cruise and gift certificates, vouchers and coupons for Voyages, which must be approved in advance by the Company;

“Social Media Websites” means any (i) social networking website (including without limitation Instagram, X (formerly known as Twitter), Facebook, MySpace, LinkedIn, Snapchat, TikTok); (ii) blogging website (including without limitation BlogSpot.com, WordPress.com); and (iii) video website (including, without limitation, YouTube);

“Solicitation” means a communication to advertise, promote, market, solicit, or any other communication covered by the United States Telephone Consumer Protection Act, the Telemarketing Sales Rule and any other applicable United States federal or state law;

“Special Group Rates” means Group Rates that have been established between the Company and the Travel Partner for specific inventory at rates intended for advertisement to the general public;

“Sub-Agents”means those who sell Voyages as a subcontractor for the Travel Partner and who do not have a contractual relationship with the Company;

“Terms and Conditions”has the meaning ascribed above, which can be accessed by Travel Partners online at the Company Website;

“Ticket Contract” means the Guest Ticket Contract between the Guest who books a Voyage and Carrier;

“Travel Partner” has the meaning ascribed above;

“Travel Partner Agreement” means travel agency agreements, commission letters, national account sales agreements, marketing agreements, annual sales plan agreements or such other agreements as may be entered into between Travel Partner and the Company;

“Travel Partner Website” means the Travel Partner’s own website, or websites if more than one;

“Typos” means any derivative or variation Distinctive Signs and/or Material, in a manner whereby any characters or symbols within such Distinctive Signs and/or Material are reversed, replaced or inserted, whether intentionally or unintentionally;

“Voyage”means, in respect of any Guest, the specific voyage covered by such Guest’s Ticket Contract, as the same may be modified and shall include those periods prior to initial departure of the Yacht at the port of embarkation during which the Guest is at any terminal or docking facility owned or operated by Carrier, periods at the port of disembarkation after the Guest disembarks but has not yet departed any terminal or docking facility owned or operated by Carrier, and those periods when the Guest is on land or otherwise not aboard the Yacht while the Yacht is in port or underway during the Voyage; “Voyage(s)” may also be used to refer generally to cruises aboard Yachts;

“Voyage Fare” means the amount paid for the Ticket Contract (as further described in the Ticket Contract);“Voyage Floor Rates” means, as applicable: (i) the lowest available fare provided by the Company that is available to the general public for a specific suite on a Voyage; (ii) rates provided by the Company that are restricted to select guests, which meet specified criteria, and are offered in compliance with these Terms and Conditions; (iii) Group Rates, but only bookings that are part of a group that qualifies for the advertised rate may be advertised at the Group Rate; or (iv) Special Group Rates;

“Yacht” means the ship or vessel on which the Guest will be traveling (or any substituted ship or vessel), and its tenders, rigid inflatable boats, marina equipment or any other means of conveyance owned, operated, or managed by Carrier in whole or in part.

2.0 Scope and Application

These Terms and Conditions apply to any Travel Partner that registers on the Company Website, and, by registering, each such Travel Partner agrees to be bound by these Terms and Conditions. These Terms and Conditions also apply to any Travel Partner Sub-Agent regarding the advertisement, marketing, sale and/or distribution of Voyages. If a Travel Partner has entered into a Travel Partner Agreement with the Company, then the unique or special terms of such Travel Partner Agreement will prevail to the extent of any conflict with these Terms and Conditions. To the extent any Travel Partner is party to a preferred partner or similar agreement with Four Seasons, these Terms and Conditions shall not amend such agreement or its application to the hotels, resorts and residences managed by Four Seasons.

3.0 Compliance with Terms and Conditions

Travel Partner shall sell Voyages to the Travel Partner’s customers in accordance with these Terms and Conditions. The Company reserves the right to amend, vary and/or update these Terms and Conditions. The Company will notify its Travel Partners that the Terms and Conditions have been updated and upload the updated Terms and Conditions to the Company Website. Prior to promoting, booking, selling, and/or distributing Voyages, Travel Partner acknowledges and agrees that it is their responsibility to ensure that they have verified that they are using the most current Terms and Conditions. Where a Travel Partner continues to promote, book, sell and/or distribute Voyages, this shall constitute deemed acceptance of the latest version of the Terms and Conditions.

4.0 Relationship of Travel Partner and the Company

Travel Partner acknowledges and agrees that it is not an agent of the Company or any of the Carrier Entities, but rather is solely an agent of the Travel Partner’s customers. Travel Partner acknowledges and agrees that these Terms and Conditions are not intended to create, nor do they create, any agency, partnership, employer/employee, joint-employer, joint venture or other relationship by and between Travel Partner and the Company or any of the other Carrier Entities. Travel Partner shall not take any action that might tend to create an apparent employer/employee, joint-employer, joint venture, partnership, or agency relationship between Travel Partner and the Company or any of the other Carrier Entities. Travel Partner and each of the Carrier Entities, including the Company, are, and shall remain, unrelated and distinctly separate entities responsible for their separate obligations and liabilities.

5.0 Bookings

5.1 Notifications to Customers; Booking Terms, Ticket Contract

At the time of offering any Voyages to a customer or potential customer, and prior to making any booking, Travel Partner shall notify each such customer or potential customer, in writing, that, as a condition of booking, they shall be required to: (i) agree to be bound by the Booking Terms and Ticket Contract, which contain important limitations on the customer’s rights and limits Carrier Entities’ liability; and (ii) agree to Carrier’s health and safety acknowledgements, policies, and instructions to the extent and in the form in which they exist at the time of booking. .

5.2 Booking Process; Booking During Cancellation Fee Period.

All booking requests by Travel Partner must be made through the Company Website, or by calling the Company’s reservations department at 800-705-7580 or, if outside North America, +1-786-931-0400. Travel Partner must inform the customer, in writing, at the time the customer’s booking is being made, of the Cancellation Fee to which the customer would be subject, as set out in the Booking Terms and Ticket Contract

5.3 Travel Partner’s Representations In Making A Booking.

In making a booking for a customer, Travel Partner acknowledges and represents that it (i) is in compliance with these Terms and Conditions, (ii) has previously advised the customer, in writing, that the customer’s Voyage and relationship with the Company and Carrier is subject to and governed by the Booking Terms and Ticket Contract, (iii) has informed the customer, in writing, where the customer can review the Booking Terms and Ticket Contract, and (iv) has obtained from such customer a written acknowledgement that the customer has reviewed, understands, and agrees to be bound by the Booking Terms and Ticket Contract.

5.4 Booking Confirmation.

Travel Partner shall provide a written booking confirmation to the customer, issued by the Company or its designated provider, that includes the Voyage and all additional contractual services. Travel Partner shall not modify, novate or otherwise change the booking once the booking confirmation has been issued.. Travel Partner shall carefully review the booking confirmation directly with the customer to identify any mistakes and confirm that all of the customer’s details and booking information is correct. Travel Partner shall immediately notify the Company of any mistakes in the booking and thereafter promptly work with the Company to correct any errors.

5.5 Voyage Tickets.

The Ticket Contract is the guest’s ticket for the Voyage.

5.6 Transfer of Bookings

Bookings made by a customer directly with the Company, without the assistance of any Travel Partner, may be transferred to a Travel Partner of the customer’s choice, no later than 60 days after the date on which the booking was made, if the transfer request is received by the Company before the final payment due date and if the booking is not already paid in full. Any commissions due will be paid to the new Travel Partner. Requests for such a transfer can be made by contacting the Company at support@fourseasonsyachts.com, and the Company will provide the forms that are necessary to make the transfer.

Bookings may be transferred from one Travel Partner to a different Travel Partner. In order to do so, written and signed authorization on company letterhead must be obtained from the Travel Partner of record that is releasing the booking and submitted to the Company, and a written and signed acceptance on company letterhead must be obtained from the Travel Partner taking over the booking and submitted to the Company. Any commissions due will be paid to the new Travel Partner. The written release and acceptance must be submitted to the Company at support@fourseasonsyachts.com. The customer must also agree to the transfer, in writing, and the writing signed by the customer must be submitted to the Company at support@fourseasonsyachts.com.

6.0 Pricing

6.1 Pricing Subject to Change.

The Company’s Voyage and Covered Services rates and offers promoted or advertised by the Company are based on availability and are subject to change at any time. Promotions and offers are applicable to new bookings only within the specified booking window or promotional period, unless otherwise noted in writing by the Company.

6.2 Pricing Errors.

The Company will use reasonable endeavors to ensure the accuracy of the pricing reflected in its systems and the systems of approved distribution channels; however, in the event of a pricing error or omission, the Company reserves the right to cancel or adjust the pricing of any confirmed booking that is impacted by the error. In the event the Company cancels such a confirmed booking, a full refund will be made and cancellation fees will not apply, unless an alternate resolution is required by applicable law.

7.0 Payment Requirements

7.1 Guest Deposit and Deadline for Final Payment.

Guests are required to pay a deposit equal to 25% of the Guest’s Voyage Fare and Covered Services, which is due no later than three calendar days after booking is made. Travel Partner undertakes to use all reasonable endeavors to ensure that the Guest pays the full amount of the deposit on time. If the full amount of the deposit is not paid on time, the Company reserves the right to cancel the booking, which would be accompanied by the imposition of a Cancellation Fee set out in Section 8 (Cancellation). The final payment of all amounts due from the Guest for the Guest’s Voyage Fare shall be made no less than 150 days prior to the Departure Date for Standard Suites, and no less than 180 days prior to the Departure Date for Signature Suites. Travel Partner undertakes to use all reasonable endeavors to ensure that the Guest’s final payment of all amounts due is made on time. If the final payment of all amounts due is not made on time, the Company reserves the right to cancel the booking, which would be accompanied by the imposition of a Cancellation Fee set out in Section 8 (Cancellation).

If a Guest’s booking for a Standard Suite is made less than 153 days before the Departure Date, or, for a Signature Suite, the Guest’s booking is made less than 183 days before the Departure Date, the full amount of the Voyage Fare is due immediately at the time of booking. In either such case, (a) Travel Partner shall ensure that the Guest pays the full amount of the Voyage Fare immediately upon booking, and (b) the Company reserves the right to not accept the booking if the full amount of the Voyage Fare is not paid immediately at the time of booking.

7.2 Payment Methods

Payment may be made by credit card (only American Express, Visa, MasterCard, Discover are accepted), travel agency check, or wire payment. Final Payments for Guest’s Voyage Fare made by credit card or wire payment must be for the full amount of the remaining balance, without deducting any commission. Travel agency checks should be made payable to Carrier, and sent via regular mail or express carrier to Carrier in care of FSY Florida, LLC, Attn: Accounting, 960 Alton Road, Miami Beach, FL 33139.

7.3 Payment Remittance.

All money due from a Guest relating to the Voyage or Covered Services, including any Cancellation Fee, shall be collected from the Guest by Travel Partner. Travel Partner shall remit to Carrier all money that Travel Partner collects from a Guest relating to the Voyage or Covered Services (without deduction of any commissions) and shall do so immediately upon Travel Partner’s receipt of the money from the Guest. All such money must be received by Carrier in accordance with the deadlines referred to in section 7.1 of these Terms and Conditions. If payment of any amounts due is not made in accordance with those deadlines referred to in section 7.1 of these Terms and Conditions, Carrier reserves the right to cancel the booking, which would be accompanied by the imposition of a Cancellation Fee.

Travel Partner shall hold all money paid by a Guest to Travel Partner in connection with a Voyage from the time at which the Guest pays such money to Travel Partner until the time at which Travel Partner remits the money to Carrier in accordance with these Terms and Conditions.

All money remitted to Carrier by Travel Partner shall be accompanied by written remittance that contains, at a minimum, the Guest’s name(s), reservation number, and the Departure Date.

7.4 Violations by Travel Partner

To the extent the Company determines, in its sole discretion, that (a) Travel Partner has breached these Terms and Conditions; (b) there is a risk to any Carrier Entity’s reputation by allowing Travel Partner to continue to offer Voyages or (c) Travel Partner’s operations jeopardize or may reasonably jeopardize Travel Partner’s ability to fulfill its obligations to the Company, Carrier, or Travel Partner’s customers, the Company reserves the right to: (i) put such Travel Partner on payment restriction, including but not limited to requiring that the Travel Partner pay Carrier only by credit card or wire transfer; (ii) suspend bookings by such Travel Partner unless and until Travel Partner can provide adequate assurance to the Company to the contrary; (iii) place the Travel Partner on “no book” status; (iv) withhold any and all commissions or, to the extent applicable under any Travel Partner Agreement, any other amounts owed to Travel Partner in order to satisfy the Travel Partner’s obligations to any Carrier Entity; and (v) terminate the underlying Travel Partner Agreement, if there is such an agreement between the Company and the Travel Partner. The foregoing remedies are without prejudice to any other rights or remedies available to the Company or Carrier.

7.5 Compliance with Payment Card Security Standards and Credit Card Company Procedures

Travel Partner shall comply (and shall ensure its Sub-Agents comply) with applicable Payment Card Security Standards for all purposes, including, without limitation, in storing, processing, or transmitting Cardholder Data. This includes, without limitation, ensuring that all Customer Information, including credit card information, that it receives in connection with the Company and the other Carrier Entities is kept strictly confidential and is not disclosed by Travel Partner to anyone other than the Carrier Entities. In the event of any non-compliance, Travel Partner shall take all necessary steps to immediately mitigate such non-compliance.

Travel Partner shall adhere to the applicable credit card company’s procedures for credit card transactions and collect proper authorizations from customers for all credit card charges ,and shall collect and provide to the Company the following credit/debit card data from customers of Travel Partner who have booked a Voyage (strictly limited to what is required for the purposes of taking payment): full name on the card, credit/debit card number and expiration date. In the event of a fraudulent or unauthorized credit card transaction through Travel Partner, such Travel Partner shall use reasonable efforts to assist the Company and Carrier in resolving any related dispute between Carrier, the applicable credit card company, or the credit card holder. Travel Partner shall be responsible for payment to the Carrier of any amounts related thereto if: (i) such fraudulent or unauthorized transaction resulted from such Travel Partner’s negligence or intentional misconduct; or (ii) the verification method followed by Travel Partner is insufficient for the Carrier to successfully defend against the chargeback, and the Travel Partner shall indemnify and hold the Company, the Carrier Entities and the Indemnified Parties harmless from any and all claims, costs, expenses and liabilities suffered as a result of (i) and (ii), pursuant to Section 14.9.

7.6 Refunds

In the event that a customer is entitled to a refund under the Ticket Contract or the Booking Terms, Carrier is responsible for refunding only that portion of the amount paid by the customer that was paid to and retained by Carrier, less any applicable cancellation or administration fees set out in the Ticket Contract or the Booking Terms. Travel Partner is responsible for refunding all additional amounts received from the customer. If Carrier received payment via credit card and a refund is owed, the refund will be made to that credit card. If Carrier received payment from Travel Partner and a refund is owed, the refund will be provided back to that Travel Partner. All monies refunded by Carrier to Travel Partner for the benefit of a customer must be sent by Travel Partner to the customer within fourteen (14) days of Travel Partner’s receipt and cannot be substituted by Travel Partner for any Travel Partner voucher, travel voucher, or any form of payment other than cash.

8.0 Cancellation

Prior to booking, Travel Partner shall inform the customer that (i) if a Voyage or Voyage Fare is labeled as nonrefundable at the time of booking, then the customer shall not be entitled to receive a refund in connection with any cancellation by a customer, and (ii) as to all other Voyages and Voyage Fares, the customer shall be charged a cancellation fee if the customer cancels the Voyage after their booking is confirmed by the Company. Such cancellation fee shall be assessed in accordance with the following scale (“Cancellation Fee”):

Standard Suites

Signature Suites

*The 3% fee will be credited to the customer’s account and may be applied to a future voyage within 12 months of issuance.

9.0 Promotion of Voyages

9.1 General.

If Travel Partner chooses to promote Voyages and Covered Services, the Travel Partner shall:

promote and sell Voyages to its customers by way of advertising, mailings, client events, and promotions in accordance and compliance with the instructions, directions and guidance of the Company, and only to the extent that the Company and Four Seasons provide written approval of those materials before they are used. Travel Partner is not permitted to use the Distinctive Signs or Material without first obtaining the express written consent of the Company and Four Seasons (in their respective sole discretion) in respect of each use or planned use of the Distinctive Signs or Material;

ensure that the Company’s printed and digital brochures are displayed in Travel Partner’s brick-and-mortar office and/or on the Travel Partner Website, as applicable;

require that its staff are familiar with the Voyages and any other products of Carrier which are offered for sale by Travel Partner;

not do anything which may damage, or could reasonably be expected to damage, the reputation of the Company, the Carrier Entities or Four Seasons, the Distinctive Signs or the goodwill of the brand name(s) used by the Company and/or used on the Yacht

not “off sell” another vacation brand from a prospect generated by an advertisement which has been paid for by any of the Carrier Entities.

not market future Voyages to any customers while they are onboard a Vessel who were not booked on that Voyage by Travel Partner;

always include Yachts registry information in all advertisements that reference Carrier; and

not, without the Company’s advance written approval, advertise, market, promote or sell a Voyage or Covered Service (i) in any online or live auction (including but not limited to eBay, Craigslist or any similar web-based highest/lowest bidding venue); or (ii) on any member’s only website, discount club, cruise quote service or clearinghouse which prohibits or purports to prohibit disclosure to the Company of the prices being quoted to the consumer or which does not provide full transparency to the Company of the rates and offers being provided with respect to Voyages or other products or services.

9.2 Use of Materials.

From time to time the Company may provide Materials such as flyers or html images for Travel Partner’s use in promoting Voyages. Unless expressly stated otherwise by the Company, these Materials must be distributed in their original form, and the Company does not authorize Travel Partner to modify or otherwise alter such Materials, extract, or copy any such Materials or any other photographs, images, or content in whole or in part, or to make any derivative work from them.

Travel Partner may use Materials for the sole purposes of marketing and/or promoting Voyages. Any and all use of Materials and any and all marketing materials which Travel Partner may create using the Materials must fully comply, and be and remain in compliance, with any and all license agreements, licensing restrictions or other contractual obligations or limitations of any nature (including, without limitation, these Terms and Conditions) relating to the use of any images or other third party intellectual property, including any procedures or guidelines as may be established from time to time by the Company and/or Four Seasons. Except for any limited right of use contemplated herein and as approved by the Company and Four Seasons (in their respective sole discretion) in each instance, these Terms and Conditions do not convey or grant any right, title or interest in Materials. For clarity, in no event shall these Terms and Conditions be, or be deemed to constitute, a license or sublicense of any Marks or Materials.

Travel Partner shall not advertise, offer, market, distribute or sell the Voyages or exploit the Materials in any manner on or through Internet search engines or directories, metasearch sites, aggregators, Internet social media platforms or other Internet-based platforms except as expressly permitted in these Terms and Conditions. Travel Partner agrees not to use any Materials and/or Marks in any manner (i) without prior approval by the Company and Four Seasons (in their respective sole discretion) in each instance, and (ii) that could be reasonably be expected to have an adverse impact on the goodwill attached to such Materials, Marks and/or the corporate image of the Company or Four Seasons.

The Company and/or Four Seasons may require Travel Partner, at any time and for any or no reason, to immediately cease or otherwise modify any particular use of the Materials and/or Marks and Travel Partner shall promptly comply within forty-eight (48) hours of receiving such request.

9.3 Travel Partner Promotional Offers.

Travel Partner shall submit any draft Promotions to the Company for approval prior to putting them into use and shall not use any Promotions without advance written approval from the Company and Four Seasons (in their respective sole discretion) in respect of each such Promotion.

Travel Partner has no right to use the Distinctive Signs or Material in Promotions without first obtaining the express written consent of the Company and Four Seasons (in their respective sole discretion) in respect of each use or planned use of the Distinctive Signs or Material.

The Company and/or Four Seasons may require Travel Partner to cancel any or all Promotions for any reason whatsoever, including but not limited to instances where, in the Company’s or Four Seasons’ sole discretion, the Company or Four Seasons believes that the Promotion differs from that which was approved, such Promotion was not approved in advance, the Promotion fails to comply with these Terms and Conditions, or when Travel Partner fails to meet a minimal standard of customer service.

The Company’s or Four Seasons’ approval of any Travel Partner Promotion shall not be considered an endorsement of such program or any information contained therein or an opinion by the Company or Four Seasons that Travel Partner’s program is in compliance with applicable law, rules, or regulations or does not infringe or violate any third-party rights.

Travel Partner warrants that it will not, under any circumstances, represent itself as affiliated with the Company, any other Carrier Entity, or Four Seasons, and in no event shall any advertising, mailings, client events and/or Promotions of Travel Partner contain, imply or otherwise indicate any such affiliation.

For clarity, any Promotion shall, in all events comply with the other terms of these Terms and Conditions including, without limitation, the Rebating and Advertising Pricing Requirements set forth in Section 9.5.

9.4 Online Marketing.

9.4.1 Online Marketing Activities.

With respect to online marketing activities, Travel Partner agrees and undertakes as follows:

i. not to use or register the letter string FOUR SEASONS, FOUR SEASON, 4 SEASONS, 4 SEASON, FOUR SEASONS YACHTS, FOUR SEASON YACHTS, 4 SEASONS YACHTS, 4 SEASON YACHTS, FOURSEASONS, FOURSEASON, FOURSEASONSYACHTS, FOURSEASONYACHTS, FOUR SEASONS CRUISES, FOUR SEASON CRUISES, 4 SEASONS CRUISES, 4 SEASON CRUISES, FOURSEASONSCRUISES, FOURSEASONCRUISES, FS or FSY (the “Keywords”) as a keyword or adword in any paid online search (text and/or discovery paid search services) service - by way of example but not limitation, the Travel Partner shall not buy any “Four Seasons” search keyword;

ii. not bid on, purchase, register or use any Distinctive Signs or any other terms consisting of, containing or related to, the trademarks, service marks or indicia of Four Seasons, the Company or their respective affiliates as a keyword in any paid online search (pay per click) service - by way of example but not limitation, the Travel Partner shall not bid on any “Four Seasons,” “FS”, “4 Seasons”, “Four Season”, “4 Season”, “Four Seasons Yachts,” “4 Seasons Yachts”, “4 Season Yachts” or “FSY” brand related keywords, or variations or misspellings of same in any and all languages and across all search engines and Travel Partner shall apply the Keywords as a “negative broad match” or its equivalent, in all languages and across all search engines and Meta Search (Distinctive Signs or any other trademarks, service marks or indicia of Four Seasons, the Company or their respective affiliates terms must be turned off within “hotel groups” and “cruise groups” settings or the equivalent in all languages (collectively, the “Marks”)) in search engines; and

iii. not to use any Distinctive Signs, Materials, or Keywords in online marketing and/or paid online search, including without limitation, pay per click (including listing all Keywords and Marks as negative keywords on Broad Match or its equivalent, in all languages and across all search engines) and Meta Search (all Marks must be turned off within “hotel groups” and “cruise groups” settings or the equivalent in all languages) in search engines.

The Distinctive Signs, Materials, Keywords and Marks may be amended at any time and from time to time, in Four Seasons’ and/or the Company’s respective sole discretion. Given that search engines and search engine marketing strategies and tactics change from time to time, Travel Partner shall comply with the intent of these prohibitions when implementing search marketing programs against new search engine strategies and tactics.

9.4.2 Domain Name and Social Media Activities

With respect to domain name and social media activities, Travel Partner agrees and undertakes as follows:

i. not to use or register Keywords any and all languages or the prefixes “@FS,” “@FSY,” “FS,” or “FSY” as part of any domain name, subdomain name, Internet URL address, X (formerly known as Twitter) handle, Facebook page, YouTube channel, Instagram account, Pinterest account, Snapchat account, TikTok account, or as part of its name on any social media platform. For the avoidance of doubt, but not by way of limitation, letter strings that insert punctuation as part of this letter string (i.e., four-seasons, @FS_) are also prohibited;

ii. not to approach guests or potential guests who are already engaged in a public conversation with Four Seasons, the Company or their respective affiliates on any of the social media accounts of Four Seasons or the Company; and

iii. to always and clearly identify the name of their travel agency in social media profiles and on all public channels to ensure that the public, potential customers and Guests understand they are interacting with Travel Partner and not interacting directly with employees or representatives of Four Seasons, the Company or their respective affiliates.

In the event Travel Partner owns or controls a domain name that contains Distinctive Signs, Material, Marks, Keywords or any derivative thereof, including Typos, Travel Partner shall promptly assign all right, title and interest in the domain name to Four Seasons via a domain name register designated by the Company. Travel Partner shall bear all costs and expenses, including any legal fees incurred by the Company and/or Four Seasons in this regard. Additionally, within ten (10) days of the Company’s request, Travel Partner shall produce a list of all domain names, sub domains and URLs, then owned by or under Travel Partner’s control, which the Company reasonably believes or suspects contain Distinctive Signs, Material, Marks, Keywords or any derivative thereof, including Typos.

9.4.3Linking Destinations

When using linking destination for online advertising, including email marketing, Travel Partner warrants that the following requirements will be complied with in relation to the linking destination:

i. it will be a dedicated Carrier Entity page;

ii. it will not have any other cruise, vacation or travel company brand names, offers, itineraries or logos;

iii. it will not sell competitor offers;

iv. it will have the back button enabled;

v. it will have drop down menus that default to the Company’s and Carrier Entities’ brand, offers, destinations, etc., if drop down menus or search widgets are used;

vi. it will clearly indicate above the fold that Travel Partner is the website owner or operator; and

vii. it will not have a look and feel that is substantially similar to fourseasonsyachts.com and/or fourseasons.com (collectively, the “Consumer Website”) in a manner that a reasonable Guest could identify the linking destination on the Travel Partner’s Website as a Consumer Website.

9.4.4Search Engines.

In relation to the Travel Partner Website, Travel Partner warrants that the following conditions will be complied with:

i. Meta data and title tags: the Travel Partner Website will not pose itself, through use of key words in the meta data or title tags, as an official Four Seasons or Carrier Entity website or in any manner suggest sponsorship or endorsement by Four Seasons or any Carrier Entity;

ii. Deceptive redirects (“cloaking”): Travel Partner Websites will not present one type of page content to the search engines to achieve rankings on a Carrier Entity-related search, but then deliberately re-direct users to another page that contains different or unrelated content or content that is not in compliance with these Terms and Conditions; and

iii. Hidden or Invisible Text: Travel Partner Websites will not place text on a page that is the same background color as the text or otherwise hide text, which contains Distinctive Signs and/or Material, Typos, or anything substantially similar to Distinctive Signs and/or Material. Travel Partner Websites will not use Typos as alternative text for images or in the <alt> html tag, which causes the text to be hidden from the viewer, but not hidden from search engine spiders.

9.4.5 Mobile Marketing

Travel Partner warrants that its use of mobile websites and advertisements will adhere to the following conditions:

i The look, feel and name of mobile websites, applications and tools that can be downloaded to a phone (games, maps, guides, video content, etc.), text, multimedia messaging services and mobile banner ads (“Travel Partner Media”) will not be confusingly similar to fourseasonsyachts.com or any other asset or application owned by the Company, a Carrier Entity, Four Seasons or any of their respective affiliates (collectively, “Owned Media”) such that a customer or potential customer could reasonably identify the Travel Partner Media as Owned Media;

ii. that any application developed or launched by the Travel Partner will not use Four Seasons, the Company, Carrier Entities’, or a substantially similar name in the title in a manner that a customer or potential customer could reasonably identify the Travel Partner’s application as an application of the Company, a Carrier Entity, Four Seasons or any of their respective affiliates; and

iii. all Travel Partner Media will clearly indicate that the Travel Partner is the owner or operator.

9.4.6 Travel Partner Websites

Travel Partner warrants that its Travel Partner Websites will clearly indicate that Travel Partner is the website operator and display the Travel Partner name prominently on every page in the Travel Partner Website. Should Travel Partner develop a website for any third-party private use, Travel Partner warrants that such website will identify the third-party website user in the website consistent with the foregoing.

Nothing herein authorizes Travel Partner to make any statement, express or implied, that (i) the Travel Partner Website is an official site of the Company, Carrier Entities, Four Seasons or any of their respective affiliates, (ii) Travel Partner, or the party from whom Travel Partner developed a website, is an official agency of the Company, any Carrier Entity, Four Seasons or any of their respective affiliates, or (iii) Four Seasons , the Company, the Carrier Entities, or any of their respective affiliates has associated with or endorsed Travel Partner or the Travel Partner Website. This does not affect any preferred partner agreements between Four Seasons and a Travel Partner.

9.4.7Social Media Websites

These Terms and Conditions apply to any posts by Travel Partner on (i) Social Media Websites, including profiles, accounts, pages or posts thereon, and (ii) any other website operated by a third-party or directly or indirectly controlled by Travel Partner.

When marketing Voyages, Covered Services, or approved Promotions on any website, including Social Media Websites, Travel Partner warrants that such website or Social Media Website will clearly identify the Travel Partner and will not in any manner indicate an affiliation or endorsement from the Company, any Carrier Entity, Four Seasons or any of their respective affiliates with or for such marketing.

Travel Partner shall not use or display Distinctive Signs and/or Material, Typos, or anything substantially similar thereto in any username, profile name or similar name for any Social Media Website, or , without the prior written approval of the Company and Four Seasons (in their respective sole discretion) in any page, post, application or advertising on any Social Media Website.

9.4.8Spyware & Other Automated Tools Prohibited

Travel Partner warrants that its use of online software applications that are referred to as “spyware,” “adware,” or “malware” or that extract data or content from any website of the Company or any other Carrier Entity will be in compliance with the following:

i. Travel Partner shall not use or download to a user’s computer any spyware, adware or malware or similar tool or toolbars or other navigational elements that integrate with or frame any website of the Company or any other Carrier Entity, and/or are designed to divert traffic from any website of the Company or any other Carrier Entity; and

ii. Travel Partner shall not “screen scrape” (evaluate and extract information from a web page through the use of software or programs) or use any data mining, robots or similar automated data gathering, extraction and/or analysis tools on any web or database connected thereto.

9.4.9Violations of the Online Advertising & Internet Requirements.

The Company reserves the right, in addition to all other enforcements or actions available, to take the following steps in response to any violations of these online advertising and internet requirements contained in these Terms and Conditions:

(i) Violation of site content requirements: As directed by the Company, Travel Partner agrees and undertakes to immediately revise and/or change its website;

(ii) Violation of domain name, sub domain and URL requirements: As directed by the Company and in lieu of assigning such domain to the Company, Travel Partner agrees and undertakes to immediately disable any non-conforming sub domain or URL;

(iii) Violation of social media requirements: As directed by the Company, Travel Partner agrees and undertakes to immediately disable or transfer to the Company any non-conforming username, account name, profile name, page name, etc. and disable any page, post, application or advertising (as permitted by the operator) on any Social Media website; and

(iv) In lieu of the foregoing and in response to flagrant or egregious violations of the these Terms and Conditions, the Company in its sole judgment reserves the right to take appropriate actions against Travel Partner, which include but are not limited to: (a) terminating any Travel Partner Agreement; (b) reducing or revoking any commissions; (c) placing Travel Partner on “no book” status; and/or (d) initiating legal action against Travel Partner.

9.5 Rebating and Advertising Pricing Requirements.

These Rebating and Advertising Pricing Requirements apply to advertising or marketing of Voyages through any medium, including without limitation any newspaper, email, printed mailing, website or Internet vehicles such as search engines, booking engines, websites, pop-ups and banner ads.

To the extent permitted by applicable law, Travel Partner shall not sell any Voyages below the applicable Voyage Floor Rates, regardless of whether such Voyages were advertised or marketed at rates below the Voyage Floor Rates. To the extent permitted by applicable law, in no event will Travel Partner refer to special pricing such as discounted pricing, special, preferred or exclusive rates, in conjunction with Voyages, regardless of the marketing medium.

Travel Partner shall not offer any form of rebate to the purchaser of Voyages or Covered Services, unless approved to do so in advance by the Company.

9.6 ProhibitionsAgainst Advertising/Marketing Prohibited Rebates.

Travel Partner shall not market, promote or advertise any fare(s) for Voyages that would violate the prohibitions set forth in these Rebating and Advertising Pricing Requirements.

To the extent permitted by applicable law, Travel Partner shall not market, promote or advertise any message that states, directly or indirectly, that Travel Partner will sell Voyages below Voyage Floor Rates. Examples include, but are not limited to, “we will beat any price” or “call us for additional discounts.”

9.7 Advertising Voyage Fare; Surcharges.

Travel Partner shall advertise the Voyage Fare, consistent with the definition contained in the Ticket Contract. Travel Partner shall not make any reference to “port charges” (or anything similar thereto) in Travel Partner’s advertising or pricing statements.

Carrier may impose surcharges in the event of any significant change in costs beyond Carrier’s control, including but not limited to increases in the price of fuel, currency fluctuations, increases in government or quasi-governmental taxes or levies, or increased security costs. On becoming aware of such surcharges, the Company or Carrier shall provide reasonable notice prior to the Departure Date to Travel Partner who, in turn, shall notify all affected Guests for whom Travel Partner made the booking. The Carrier has the right to refuse to transport Guests unless the additional surcharge is paid in advance of the Departure Date in accordance with the Ticket Contract.

9.8 Violations.

If Travel Partner violates the provisions of this section 9 \, the Company may: (a) reduce or eliminate any cooperative advertising support to the extent contemplated by any Travel Partner Agreement (if any) that it would otherwise provide to with Travel Partner; (b) reduce or eliminate the commission to be paid on all Voyages booked by the Travel Partner, including future bookings; (c) place the Travel Partner on “no book” status; and/or (iv) initiate litigation. The foregoing remedies are without prejudice to any other right or remedy available to the Company and/or Carrier.

10.0 Commissions

10.1 Amount of Commission.

The Company or Carrier shall pay Travel Partner a commission equal to 10% of the Voyage Fare for each booking that Travel Partner makes for a Voyage. A commission does not become due (that is, earned) and shall not be paid to the Travel Partner until the associated booking has been paid in full and has either sailed or been cancelled at a time when the cancellation incurred a 100% Cancellation Fee that has been levied and retained by Carrier.

10.2 Return of Commissions.

Travel Partner shall immediately return any commissions paid by the Company or Carrier for bookings made in violation of these Terms and Conditions. In addition to any other remedies at law or in equity, the Company shall have the right to withhold or reduce any commission or any other payments due to Travel Partner by the amount of any commission that the Travel Partner is required to return to the Company or Carrier.

10.3 Customer Cancellation Effect on Commission.

No commission is due or payable if Travel Partner’s customer cancels their Voyage, except that the Travel Partner shall be entitled to receive a commission where the customer cancels their booking and is subject to a 100% Cancellation Fee, which Cancellation Fee has been levied and retained by Carrier.

10.4 Commission Payment with Credit Card Payments.

When the gross purchase price of a booking is commissionable and has been collected by the Company via credit card payment, the commissionable amounts collected above the net amount due for the reservation (gross purchase price less travel agent commission on the commissionable portion) will be paid to Travel Partner as a check or electronic deposit via a third-party processor when the associated booking has been paid in full and has either sailed or been cancelled at a time when the cancellation incurred a 100% Cancellation Fee that has been levied and retained by Carrier s.

10.5 Genuine Bookings Required for Commission.

Under no circumstances shall the Company or Carrier be obligated to pay commission on bookings unless they are genuine bookings made for the benefit of real people who are named on the booking and intending to travel. In the event that the Company or Carrier has reasonable grounds to suspect that this is not the case, the Company or Carrier has the right to cancel such bookings without any liability or obligation to pay commission for the same.

11.0 Travel Partner Use of Intellectual Property

11.1 Use Not Permitted Without Prior Written Authorization.

Travel Partner shall not use Distinctive Signs or Material without first obtaining the express written consent of the Company, Carrier, and Four Seasons (in their respective sole discretion) in respect of each use or planned use of the Distinctive Signs or Material.

11.2 Protection of Intellectual Property.

Travel Partner shall collaborate with the Company and Carrier with regard to the protection of the Distinctive Signs and of the Material, and shall promptly notify the Company of any third party’s fraudulent or unauthorized use of the Distinctive Signs and of the Material of which Travel Partner has become directly or indirectly aware.

12.0 Claims Reporting Process

Travel Partner shall immediately notify the Company of all customer or Guest complaints and/or claims, or an investigation, proceedings or other communication by a regulatory authority, relating to the Company, the Carrier Entities, a Voyage, or services provided in connection with a Voyage, and Travel Partner shall provide the Company with copies of any writings or other documents that are provided by the customer, Guest or regulatory authority in relation to their complaints, claims, investigation, proceedings and/or communication. Travel Partner shall thereafter cooperate with all requests by the Company in relation to the Company’s efforts to investigate and resolve such complaints, claims, investigation, proceedings and/or communication. Travel Partner shall not admit a customer or Guest complaint, claim, investigation, proceeding or communication on its merits or otherwise attempt to resolve or Guest such directly.

13.0 Legal; Miscellaneous

13.1 Compliance with Laws; Sub-Agents.

Travel Partner shall at all times comply with all laws, regulations, licenses, the provision of any security and insurances required by any local or national law applicable to the Travel Partner when performing its obligations under these Terms and Conditions.

If Travel Partner appoints any Sub-Agents to sell Voyages, Travel Partner shall ensure that the Sub-Agents comply with (i) these Terms and Conditions, (ii) all applicable laws and regulations applicable to them, and (iii) all of the Travel Partner’s obligations. Travel Partner agrees to be bound by and responsible for all acts, omissions and defaults of its Sub-Agents, and be totally responsible for the Sub-Agents and all acts, omissions or defaults of such Sub Agents, including all acts, omissions or defaults of any other agents appointed by the Sub-Agents.

13.2 Appropriate Communications; Prohibition Against Automated Promotional Tools including Robocalls, Texts and Faxes.

Any communication by Travel Partner to a member of the public related to the promotion of the Company, Carrier, Voyages, or Yachts, shall be made exclusively by email, printed mailing, or third party website. Outbound unsolicited telephone calls, faxes, and text messages are prohibited, specifically including outbound prerecorded telephone messages of any materials promoting the Company, Carrier, Voyages, or Yachts, and communications by means of an Automated Promotional Tool.

Any violation of this section will serve as grounds for immediate termination of Travel Partner’s ability to book Voyages with the Company. Upon notice from the Company of any such suspected or actual violation, Travel Partner shall immediately, and at a minimum, cease all violating communications and cancel any bookings made in violation of this section, and, at the Company’s election, shall cooperate with the Company to re-book such Voyages in a manner that does not violate applicable laws and/or these Terms and Conditions, at no additional cost to the customers or the Company.

13.3 Americans With Disabilities Act Compliance.

The Company and Carrier are subject to the requirements of the U.S. Department of Transportation Final Rule “Transportation for Individuals with Disabilities: Passenger Vessels,” 49 Code of Federal Register Part 39 (“ADA Rule”). The rule is intended to ensure nondiscrimination of guests by passenger cruise lines on the basis of disability in accordance with the Americans with Disabilities Act. Under the terms of the ADA Rule, the Company and Carrier must ensure that any person or entity that is a U.S. travel agent that offers, books or sells cruises on a Yacht meets the applicable requirements of the ADA Rule to the same extent as if the Company or Carrier were providing the service itself.

Accordingly, and as an express condition of Travel Partner’s ability to market, promote and/or take booking requests from customers for Voyages, Travel Partner represents that it is familiar with the requirements of the ADA Rule as they apply to its services and covenants and agrees to adhere the following conditions: (i) Travel Partner shall comply with all applicable provisions of the ADA Rule when providing services to the Company’s and Carrier’s guests or providing services that affect the Company’s or Carrier’s guests or when performing services as a U.S. travel agent on behalf of guests or prospective guests of the Company or Carrier; and (ii) Travel Partner shall implement any directives issued by those persons whom the Company or Carrier designates as its experts in compliance with the requirements of the ADA Rule who are tasked with the authority to resolve customer complaints. Failure by Travel Partner to comply with the foregoing shall constitute a material breach by Travel Partner of these Terms and Conditions, and Travel Partner shall indemnify and hold the Carrier Entities and the Indemnified Parties harmless from any and all claims, costs, expenses and liabilities suffered as a result of such noncompliance, pursuant to Section 14.9.

13.4 Anti-Bribery.

Travel Partner represents that it 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 for the benefit of any of the following: (i) influencing, inducing or rewarding any act or decision by such person or by Travel Partner 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 Travel Partner; (iii) securing any improper advantage for such person or Travel Partner; and (iv) inducing such person or Travel Partner 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 Travel Partner’s business. The practices prohibited hereunder include making facilitation payments or “grease payments” to Government Officials to expedite routine non-discretionary government action (including without limitation, processing permits, visas and licenses, scheduling inspections, clearing customs, etc.).

13.5 Trade Sanctions.

Both the Company and Travel Partner acknowledge that under applicable US law, including but not limited to sanctions administered by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) (the “OFAC Regulations”), US persons (such as Travel Partner and the Company) are prohibited from engaging in most types of transactions with any citizen or resident of specific countries, including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine. In addition, US Persons are prohibited from engaging in certain types of transactions (including providing passage on a cruise vessel) with specific individuals or entities whose names appear on OFAC’s List of Specially Designated Nationals and Blocked Persons (or “SDN List”). Travel Partner hereby acknowledges its obligation to be familiar with and to comply with any applicable sanctions laws and regulations (including, but not limited to, the OFAC Regulations, as well as sanctions imposed by Canada, the European Union, the United Kingdom, and the United Nations). In addition, Travel Partner acknowledges that the Company or Carrier may deny boarding to any customer where required by any such sanctions laws and regulations and that the Company and Carrier may further be required to refuse to provide any refund of any payments made by such customer (or take other actions) as required by applicable law. No commission or other compensation will be due to Travel Partner with respect to bookings made for such customers.

13.6 Protection of Customer Information.

Travel Partner shall include in its privacy policies a notice to its customers that it is sharing Customer Information with the Company, Carrier Entities, Four Seasons, and their respective affiliates, each of whom may use this information for their own purposes and shall process received Customer Information in accordance with their respective privacy policies.

Travel Partner shall ensure that all Customer Information in its possession in any format is used solely in compliance with Travel Partner’s applicable privacy policies as well as all applicable laws, regulations and industry guidelines, including in relation to transfers of Customer Information to other countries. To the extent required under applicable laws, Travel Partner will obtain and document the necessary consents in obtaining the Customer Information.

Travel Partner further agrees and undertakes to comply with the following:

Travel Partner shall comply with all applicable laws when accessing, disclosing, processing, or using Customer Information;

Travel Partner will implement appropriate administrative, technical, and physical safeguards to secure Customer Information and will maintain all Customer Information in a secure location and on a secure network with limitations on physical and electronic access (including but not limited to using passwords, multi-factor authentication or encryption technology);

Travel Partner shall maintain a written policy on handling Customer Information and train employees how to comply with the obligations stipulated herein, including implementing confidentiality undertakings where appropriate or otherwise ensuring that persons handling Customer Information are under an appropriate statutory obligation of confidentiality;

Travel Partner shall protect Customer Information from accidental or unauthorized access, destruction, loss, use, modification or disclosure (“Security Breach”); and

Travel Partner shall assist the Company and Carrier Entities in relation to its obligations under applicable data protection laws, which shall include without limitation (a) providing assistance at no additional cost as is reasonably required to enable the Company and Carrier Entities to comply with any data subject requests by Guests within the time limits imposed by applicable data protection law; and (b) otherwise making available to the Company and Carrier Entities all information necessary for the Company and Carrier Entities to demonstrate compliance with its obligations under applicable data protection laws.

Travel Partner is fully and solely responsible for its security of Customer Information. In the event of a suspected Security Breach of Customer Information, Travel Partner shall immediately notify the Company of the suspected Security Breach and will reasonably cooperate with requests from the Company in responding to the Security Breach. Travel Partner shall bear all costs and expenses relative to the Security Breach, including but not limited to the following: (i) cost of notifying all affected customers; (ii) costs incurred by any of the Carrier Entities and/or the Indemnified Parties (including legal fees) associated with the Security Breach; and (iii) all damages, fines or penalties associated with or arising from such Security Breach.

13.7 Revocation of Consents.

The consents or permissions given by the Company in these Terms and Conditions may be revoked by the Company at any time, with or without cause and with or without prior notice. Furthermore, upon revocation, Travel Partner agrees to cease any activity being conducted by it in reliance upon such previously granted consent or permission.

13.8 Liens.

Neither Travel Partner nor anyone acting under its direction and/or control may place, incur or permit to be imposed upon any of the Yachts any liens or charges, including but not limited to arrest liens. Travel Partner shall not, under any circumstances, arrest or seek or purport to arrest or assist any other party in arresting or seeking to arrest any of the Yachts. If in breach of this clause any such arrest does take place, Travel Partner shall immediately undertake to procure the release of the Yacht arrested, including by immediate payment of security, bonds and/or deposits, and also to immediately, fully and unreservedly indemnify the Company, Carrier, any other Carrier Entity and any Indemnified Party, against all damages, liability, losses (including consequential losses) and legal fees and costs incurred by the Company, Carrier, any other Carrier Entity and any Indemnified Party. For the avoidance of doubt, this indemnity includes all claims made by or on behalf of customers against the Company, Carrier, any other Carrier Entity and any Indemnified Party.

13.9 INDEMNIFICATION:

TRAVEL PARTNER SHALL IMMEDIATELY DEFEND (WITH COUNSEL OF CARRIER ENTITIES’ AND INDEMNIFIED PARTIES’ CHOOSING), INDEMNIFY, AND HOLD HARMLESS, WITHOUT RESERVATION OR SET OFF, CARRIER ENTITIES AND INDEMNIFIED PARTIES from, and against, any claims, threats, liabilities, suits, actions, proceedings, demands, losses, damages, settlements, costs, FINES, PENALTIES and/or expenses of any kind (including, without limitation, reasonable attorneys’ fees) (collectively, “Claims”) SUSTAINED BY ANY OF THE CARRIER ENTITIES OR INDEMNIFIED PARTIES ATTRIBUTABLE TO, IN WHOLE OR IN PART, TRAVEL PARTNER’S BREACH OF THESE TERMS AND CONDITIONS AND/OR THE NEGLIGENCE, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT OF TRAVEL PARTNER, ANY OF ITS SUB-AGENTS, OR ANY OF ITS OR THEIR officers, directors, members, managers, partners, affiliates, employees, contractors of any tier, agents, or others under tRAVEL PARTNER’S direction or control.

13.10Construction.

These Terms and Conditions shall be governed by and construed and enforced in accordance with the laws of the State of Florida, without regard to principles of conflicts of law.

13.11Venue and Jurisdiction.

Any action brought by Travel Partner or any of the Carrier Entities against the other arising under or related to these Terms and Conditions shall be brought exclusively before the United States District Court for the Southern District of Florida in Miami, Florida, or, as to those lawsuits to which the federal courts of the Southern District of Florida lack subject matter jurisdiction, before a state court located in Miami-Dade County, all to the exclusion of the courts of any other county, state, or country.Travel Partner hereby consents to federal and state courts located in Miami-Dade County, Florida exercising personal jurisdiction over Travel Partner, and Travel Partner waives any objection based on venue or the doctrine of forum non conveniens to any such action being adjudicated in any such court. In the event of any litigation or arbitration between the parties arising out of or related to these Terms and Conditions, the prevailing party shall be entitled to recover from the non-prevailing party the prevailing party’s reasonable attorneys’ fees, expenses and costs.

13.12Waiver of Jury Trial.

To the extent permitted by applicable state, local, and federal law and regulation, Travel Partner waives its rights to a trial by jury over any dispute that arises under these Terms and Conditions.

13.13No Assignment.

Travel Partner may not assign, license, or convey to any other person the rights and/or obligations stipulated in these Terms and Conditions.

13.14Force Majeure.

None of Travel Partner, the Company, nor Carrier shall be deemed to be in breach of these Terms and Conditions or otherwise be liable to the other for failure to perform or delay in performing any of the obligations in case of force majeure, provided that the party affected shall as soon as reasonably possible inform the other party of the occurrence of a force majeure event, which in no event will be later than five (5) days upon learning of such event. Force majeure means situations where it becomes illegal or impossible for any of Travel Partner, the Company, or Carrier to perform its obligations under these Terms and Conditions as a result unforeseeable or unavoidable causes outside of the party’s control, including (i) weather; (ii) acts of God; (iii) strikes or other labor disputes; (iv) acts of terrorism (actual or threatened), war, threat of war, insurrection, or other civil disturbance; (v) pandemic or similar event; (vi) inability of any Yacht and/or the Carrier to perform any part of its obligations; (vii) explosion; (viii) flood; (ix) tempest; (x) perils of the sea; (xi) fire; (xii) sabotage; (xiii) change in applicable law; (xvi) embargoes; (xv) or (xii) similar event or condition that occurs which is beyond the party’s control.

13.15Severance.

If a clause, term, or provision of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other clauses, terms, and provisions herein shall continue in effect. If any unlawful and/or unenforceable clause, term, or provision would be lawful or enforceable if part of it were deleted, that part shall be deemed to be deleted, and the rest of the clause, term, or provision shall continue in effect, unless that would contradict the clear intention of the parties, in which case the entirety of the relevant clause, term, or provision shall be deemed to be deleted.

13.16Translation.

The parties agree that, should these Terms and Conditions be translated from English to another language, then in the case of conflict between this English version and a non-English version, this English version shall prevail.

13.17 No withholding and gross-up.

Travel Partner shall make all payments under these Terms and Conditions without withholding or deduction of, or in respect of, any tax, levy, impost, duty or other charge or fee of a similar nature unless required by applicable law. If any such withholding or deduction is required, Travel Partner shall, when making the payment to which the withholding or deduction relates, pay to Carrier such additional amount as will ensure that Carrier receives the same total amount that it would have received if no such withholding or deduction had been required.

13.18No Waiver.

No failure of Travel Partner, the Company, or Carrier to exercise any power or remedy, including without limitation in relation to the acceptance of each individual booking by the Company under Section 5.3 (Acceptance and Rejection of Bookings) given hereunder or to insist upon strict compliance with any obligations specified herein, and no custom or practice at variance with the terms hereof, will constitute a waiver of any such term or provision of these Terms and Conditions or the party’s right to demand strict compliance with the terms hereof; provided, however, that any party may, at its sole option, waive any requirement, covenant or condition herein established for the benefit of such party without affecting any of the other provisions of this Agreement. In addition to the foregoing, and not in limitation thereof, each party agrees and covenants that the undertaking of any act or the failure to act in any given situation will not be deemed to create a binding obligation on the part of such party under a subsequent and/or future identical situation to similarly act or fail to act where such act or failure to act is not contractually required of the party pursuant to these Terms and Conditions.

13.19Survival.

Any provision of this Agreement, which by its context or nature is intended to survive these Terms and Conditions with or without prior fault will so survive.

13.20Notices.

Any notices required to be given by Travel Partner under these Terms and Conditions shall be in writing and mailed, postage prepaid, to FSY Florida, LLC, Attn: General Counsel, 960 Alton Road, Miami Beach, FL 33149, or by email to support@fourseasonsyachts.com.Notices delivered by any other means are deemed ineffective.