Influencer acknowledges and agrees to be subject to and bound by Virgin Voyages’ voyage terms and conditions (as distinct from this Influencer Agreement), to include specifically cancellation, upgrade, and downgrade policies, as well as the terms of the applicable Virgin Voyages Ticket Contract. The policies and Ticket Contract are all contained on  Virgin Voyages’ website, which may be found at: https://www.virginvoyages.com/addl-terms-and-conditions.  

Influencer acknowledges that, unless otherwise provided, he or she is responsible for acquiring, within his or her  discretion, the following, and such items shall not be reimbursed by Virgin Voyages unless otherwise specifically  provided:

• Travel Insurance
• Medical Insurance
• Onboard purchases
• Airfare
• Hotel  
• Onboard credits (known as “Sailor Loot” in Virgin Voyages’ branding vernacular)

Influencer is responsible for any damage to the cabin that requires services beyond normal housekeeping service. Such damage will be billed to Influencer’s account without notice.

Influencer represents and warrants to Virgin Voyages that:

• They maintain a social media presence in accordance with applicable laws, and operates within the bounds of  propriety defined herein;  
• They agree to post social media releases and to act as contemplated by this Influencer Agreement;
• They do not maintain a separate booking website, is not a travel agent, and is not an IATA-registered (or  similar) entity;
• They shall comply with applicable laws and regulations, to include intellectual property laws, United States  Federal Trade Commission guidelines for United States influencers, and United Kingdom Advertising  Standards Authority for United Kingdom influencers, in fulfilling his/her/their obligations hereunder;
• They have the requisite authority and have all approvals necessary to accept this Influencer Agreement and warrants by signing where indicated.

Influencer shall not directly or indirectly make any disparaging, potentially damaging or otherwise defamatory statement, either written or oral, to any person concerning Virgin Voyages, or post any such statements on social media. In addition, social media posts must not (i) be abusive, obscene, profane, sexually explicit, violent, or threatening in nature; or (ii) contain content that expresses political speech, bigotry, racism or hate. Influencer understands that this Section 3 and Addendum A are material to this Agreement and that a breach by Influencer hereof shall entitle Virgin Voyages to damages, including, but not limited to the return of any commission to Virgin Voyages.  Notwithstanding the foregoing, nothing in this Agreement shall preclude the Influencer from making any truthful

statements to any inquiry, demand, investigation, subpoena or request of any governmental agency.

The following terms shall not be used in any electronic media or promotional materials referencing Virgin Voyages or  Virgin Voyages products: "Discount", "Rebate", "On Sale", "Save %", "Save $", "Gift Card", "Gift Certificate," "Gift,"  "Cost," "Low Cost," "Price," "Lowest Price," "Best Price," "Beat Any Price," "Special Price," "Rock Bottom," "Cheap"  or similar terminology.  

Should (i) the respective Influencer Confirmation Agreement require a hosted event, Influencer acknowledges that his or her presence at the Hosted Event is a material provision to this Agreement, and his/her failure to fulfill the obligations in this regard may result in denial of commission, and permit Virgin Voyages to terminate any agreement with the Influencer. 

Influencer acknowledges that his or her presence on the voyage the date(s) of which are detailed in the Influencer  Confirmation Agreement is a material provision to this Influencer Agreement, and his or her failure to appear will nullify, negate, undermine, etc., one of the aims of this Influencer Agreement.

Should Influencer fail to embark on a Sail Date, or fail to complete the voyage, for good cause as determined in Virgin  Voyages’ sole discretion:

• If commission is due to Influencer, Virgin Voyages agrees to pay 50% of the total commission earned in accordance with Section 5 (“Commissions”) to the Influencer. Virgin Voyages will evenly distribute the other  50% to those passengers who booked their voyage using the promotion code assigned to the Influencer.  
• If no commission is due Influencer, Influencer is liable for their voyage fare.

If Virgin Voyages determines the Influencer’s failure to embark or to complete the voyage was not for good cause:  

• Influencer may be held liable for the Voyage Fare Value indicated on the Influencer Confirmation Agreement,  with such amounts to be reimbursed or to be posted to Influencer’s account with no notice.
• If commission is due to Influencer, no commission will be paid to Influencer.  

Influencer may promote, advertise or market Virgin Voyages products in accordance with this Agreement, which may be amended from time to time by Virgin Voyages in its sole discretion. Any use of the Marks (defined below) shall at all times be subject to Section 7 (Limited Revocable Sublicense for Use of Marks) and 8 (Digital Marketing Requirements and Guidelines) below.

Influencer understands, acknowledges, and agrees that Virgin Enterprises Limited (“VEL”) is the legal and beneficial owner of the trademarks and service marks that may be shared pursuant to this sublicense and as set forth in Schedule  1 (the “VEL Marks”), and that Virgin Voyages has a license by VEL to use the Marks, with the right to sublicense.

Influencer shall not use the Marks, or any other trademark or trade name owned by VEL or Virgin Voyages, in his/her domain name, in stationary or letterhead, or in any other manner, except as authorized by this Agreement, the Brand  Guidelines and, where applicable, as specifically approved by Virgin Voyages Brand Marketing, in writing, pursuant to  Subsection 7.B. below. If so approved, such usage shall be governed by the sublicense provisions set forth herein  below:

           A. Influencer shall use best endeavors to ensure that any social media posts using the Marks are of a style,  quality, and appearance so as to maintain the value and reputation of the Marks. Influencer’s use of the  Marks must reflect Virgin Voyages' purpose of changing business for good (the "Purpose") and the values represented by the Marks of: (i) insatiable curiosity; (ii) heartfelt service; (iii) delightfully surprising; (iv) red hot; (v) smart disruption; and (vi) straight up (accurate, truthful advertising and promotion) (hereafter  "Brand Values").

           B. Influencer agrees that to the extent it uses the Marks, s/he shall use such Marks in their standard form and style as defined by Virgin Voyages, including in any Virgin brand identity guidelines provided by  Virgin Voyages to Influencer from time to time. To ensure that the Purpose and the Brand Values are embedded in and reflected by Influencer's business and use of the Marks, Influencer shall submit to  Virgin Voyages Brand Marketing, for review and prior approval, all proposed promotional and advertising material bearing any of the Marks, whether print, digital or otherwise, and shall only use the Marks after receiving written approval from Virgin Voyages Brand Marketing.

           C. Where reasonably practicable, Influencer shall use the appropriate trademark notice symbol ™, or ®,  adjacent to the Marks at all times and display the following statement (or any other similar statement as  notified in writing from Virgin Voyages) on any services or other materials bearing the Marks: "VIRGIN  and the Virgin Signature logo are trademarks of Virgin Enterprises Limited and are used under license."

           D. Influencer agrees that his/her use of the Marks and the goodwill generated thereby shall inure to the benefit of, and be on behalf of, VEL. If Influencer resides in a country where recording all or part of this  Sublicense may be required, Influencer shall notify Virgin Voyages in writing and assist Virgin Voyages in recording a short-form version of this Agreement with appropriate government authorities at Influencer's sole expense, and only as Virgin Voyages in its sole discretion deems necessary. Influencer agrees that nothing in this Sublicense shall give Influencer any right, title, or interest in the Marks other than the right to use the Marks in accordance with this Sublicense, and Influencer agrees that it shall not under any circumstances challenge the title of VEL or Virgin Voyages to the Marks, or any other name or mark containing the term "virgin," or attack the validity of this Sublicense.

            E. Influencer shall not take any action, which in the sole opinion of Virgin Voyages or VEL may impair,  infringe or dilute ownership or use of the Marks. Influencer hereby further grants to Virgin Voyages and  VEL a power of attorney with an interest to transfer to VEL any registration for the Marks, including any term, name, or mark likely to be confused with the Marks, or any interest therein held by Influencer at any time.

            F. Notwithstanding any provisions to the contrary in this Agreement, Virgin Voyages shall have the right to terminate this Agreement or this Sublicense immediately upon written notice to Influencer that it is in violation of the terms of this Section 7. Further, upon the earlier of the termination of this Agreement or  VEL's license to Virgin Voyages to use the Marks, this Sublicense shall automatically and immediately terminate.

           G. Upon termination or expiration of this Agreement, Influencer agrees to immediately discontinue all use of the Marks and any term confusingly similar thereto, to cooperate with Virgin Voyages, VEL or their appointed agent to, if applicable, apply to the appropriate authorities to cancel recording of this  Agreement, or any short-form thereof, from all government records, to destroy all printed materials bearing any of the Marks, and that all rights in the Marks and the goodwill connected therewith shall remain the property of VEL.

Influencer acknowledges that a breach (or threatened breach) of any provision of this Section 7 shall be a willful and knowing violation of Virgin Voyages’ and VEL's rights causing serious and substantial irreparable damage to Virgin  Voyages and VEL, and that it will be difficult, if not impossible, to determine the amount and extent of such damage.  In the event that Influencer breaches its obligations under this Term and Conditions, it is agreed that such breach shall constitute an infringement of Virgin Voyages' and/or VEL's trademark, service mark, and other intellectual property rights and Virgin Voyages and VEL shall be entitled to equitable relief, including specific performance and injunctive relief (without the necessity of furnishing any bond or security in excess of $1,000.00 (U.S.)), plus monetary damages and all reasonable costs and attorneys' fees incurred in obtaining a judgment and collecting on the judgment.  Such remedies are in addition to any other remedies that Virgin Voyages or VEL may have at law or in equity. This  Section 7 shall be a continuing obligation and shall survive the expiration or termination of the Agreement.

A. Social Media. Influencer may use Virgin Voyages' name or Marks in his/her/their own website and  Social Media Websites (as defined below) for the purpose of communicating information about Virgin  Voyages, subject to the requirements herein. Influencer shall not use the Virgin Voyages name or Marks,  anything substantially similar thereto, or Typos, in any username, account name, profile name, screen name, social media handle or similar use for any Social Media Website, or display or undertake any other activity which may confuse consumers as to whether Influencer is acting on behalf of or endorsed by  Virgin Voyages. The following are considered Social Media Websites: social networking websites  (including by example, but not limited to, Facebook, TikTok, MySpace, Twitter, Linkedln, lnstagram,  Pinterest, etc.), blogging and community websites (including by example, but not limited to  BlogSpot.com, Wordpress.com, etc.), video websites (including by example, but not limited to YouTube,  Vimeo etc.), or any other website operated by a third party, directly or indirectly controlled or posted by  Influencer ("Social Media Website").

B. Enforcement of Digital Marketing Requirements and Guidelines. In addition to, and without limiting, any  and all other remedies available to Virgin Voyages provided in this Agreement and applicable law, Virgin  Voyages may enforce violations of this Section 8 as follows:

              1. First Violation: Once Virgin Voyages has notified Influencer in writing, including by e-mail,  facsimile or other written communication, that Influencer has violated any of the Digital Marketing  Requirements and Guidelines herein, Influencer must take the following steps to remedy the violation: Influencer shall, at Virgin Voyages' discretion, disable or transfer exclusive control to  Virgin Voyages, of any non-conforming username, account name, profile name, screen name, or similar name on any Social Media Website or display if allowed by the operator of such website within five (5) days of the date of notice by Virgin Voyages.

              2. Subsequent Violations: Following a second violation by Influencer's failure to remedy a previously identified violation, Virgin Voyages reserves the right to take remedial actions, to include terminating this Agreement as set forth in Section 9 below and cancel Influencer’s booking.  Further, Virgin Voyages reserves the right to take any appropriate legal action against any and all parties that violate its intellectual property rights in the Virgin Voyages name and Marks or that violate this Agreement. The parties agree that in the event Influencer is terminated due to a breach of this Section 8, the last paragraph in Section 7 shall apply.

Virgin Voyages may terminate this Agreement at any time for cause upon written notice to Influencer. Upon expiration or termination of this Agreement, Virgin Voyages and Influencer shall be relieved from any of their respective rights and obligations set out in this Agreement as of the date of such expiration or termination, except that Influencer shall continue to comply with Sections 3, 7, and 8 above and shall be liable to refund Virgin Voyages any commissions or bonuses which may have been advanced hereunder if any. Virgin Voyages shall be liable to pay  Influencer for any accrued and unpaid commission owed through the date of such expiration or termination, or which become due under this Agreement after termination, if any.

Influencer hereby irrevocably assigns, licenses and grants to Virgin Voyages all rights to use Influencer’s likeness, data,  content captured or posted under this Influencer Agreement in perpetuity, as necessary to effectuate the purposes of this Influencer Agreement, and for other marketing and promotion purposes, as determined by Virgin Voyages’ in its sole discretion, with no further remuneration outside this Influencer Agreement.

Influencer shall indemnify and defend Virgin Voyages and its parent companies, subsidiaries, affiliates, successors,  assigns, shareholders, directors, officers, employees, attorneys, agents and servants ("Indemnitees") from and against  any and all claims, allegations, actions, suits, penalties, fines, demands, injuries, losses, or damages (collectively,  "Claims"), including reasonable attorney's fees and expenses incurred in responding to such Claims, that such  Indemnitees may suffer or incur directly or indirectly arising from or relating to: (A) the negligence or intentional  misconduct of Influencer in connection with this Agreement; (B) the breach of any representation, warranty, or other  obligation under this Agreement by Influencer or any of its employees, agents or contractors; (C) Claims by third  parties alleging intellectual property infringement by Influencer or any of its agents, employees, affiliates or contractors  to the extent that said party or parties have engaged in the unauthorized use of the Marks, Content or any intellectual  property provided by Virgin Voyages in connection with these Terms & Conditions, or owned by such third parties; and (D) Claims by any third parties, government administrative agencies or regulatory entities or bodies relating to  Influencer or its agents, employees, affiliates or contractors' failure to comply with data privacy laws, including, but as applicable, the United Kingdom General Data Protection Regulation (Regulation (EU) 2016/679 as incorporated into  UK domestic law) and any applicable U.S., Canadian, and Australian data privacy laws.

Either party shall promptly notify the other of any Claim relating to this Agreement or the indemnification provisions set forth herein above. Virgin Voyages may elect to defend any such Claim made against it at Influencer's expense with counsel of Virgin Voyages' selection. Influencer shall fully cooperate with Virgin Voyages in its conduct of the defense thereof should Virgin Voyages elect to assume the defense of such Claim. Influencer will not make or accept any offer of compromise or make any admission without prior consent of Virgin Voyages. Influencer may also elect to participate in the defense of any such Claim at Influencer's own expense with counsel of its choosing, but Virgin  Voyages' counsel shall control the defense of any such Claim. Virgin Voyages shall have the right to settle any such  Claim made against it, provided it first consults with Influencer and considers in good faith any objection to settlement which Influencer may make.

Influencer shall comply with all federal, state, provincial, national, county, municipal, and local laws, ordinances, and  regulations applicable to this Agreement, to include intellectual property laws, and now or hereafter in effect at all times during the term of this Agreement. Influencer shall adhere to applicable governmental guidance. This includes either guidance provided by the U.S. Federal Trade Commission (see Disclosures 101 for Social Media Influencers at  https://www.ftc.gov/system/files/documents/plain-language/1001a-influencer-guide-508_1.pdf), or the UK  Competition and Markets Authority (see Guidance - Social media endorsements: being transparent with your followers at https://www.gov.uk/government/publications/social-media-endorsements-guide-for-influencers/social-media-endorsements-being-transparent-with-your-followers) plus UK Advertising Standards Authority (see  https://www.asa.org.uk/advice-online/recognising-ads-social-media.html#1).

At all times during the term of this Agreement, Influencer shall maintain all applicable insurance as required by law and shall be responsible, at its own expense, for providing insurance coverage applicable to this Agreement, to include  Social Media Influencer Liability Insurance, to include coverage for commercial general liability insurance, bodily injury, contractual liability, advertising injury, and property damage of not less than One Million Dollars ($1,000,000)  per occurrence. 

The parties hereto expressly acknowledge that Influencer shall be an independent contractor, maintaining complete control over his/her employees. The parties further agree, as a material part of this Agreement, that this Agreement does not, in any way, create a partnership or joint venture relationship between Virgin Voyages and the Influencer. No party has any right to bind the other, except as may otherwise be specifically provided for in this Agreement.

In no event shall Virgin Voyages be liable for any consequential, special, indirect, incidental, exemplary or punitive damages arising from or relating to this Agreement, including but not limited to, lost profits or revenues, even if made aware of the possibility of such damages. INFLUENCER AGREES THAT REGARDLESS OF ANY STATUTE OR  LAW TO THE CONTRARY, ANY CLAIM THAT INFLUENCER MAY HAVE AGAINST VIRGIN VOYAGES  WHICH ARISES OUT OF OR IS RELATED TO THIS AGREEMENT MUST BE FILED BY INFLUENCER  WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR IS CLAIMED TO  HAVE ARISEN.

These Terms & Conditions shall be construed in accordance with the laws of the State of Florida USA without giving effect to any principles of conflicts of law.

A. Except as set forth in Subsection 17.B below, the parties agree that any and all other disputes, claims, or controversies whatsoever arising out of this Agreement, whether based on contract, tort, statutory, constitutional or other legal rights, including but not limited to alleged violation of civil rights, discrimination, consumer or privacy laws, or for any losses, damages or expenses, relating to or in any way arising out of or connected with this contract or guest’s cruise, no matter how described, pleaded or styled, shall be referred to and resolved exclusively by binding Arbitration pursuant to the United Nations Convention on the recognition and enforcement of foreign arbitral awards (New York 1958), 21 U.S.T. 2517, 330 U.N.T.S. 3, 1970 U.S.T. LEXIS 115, 9 U.S.C. §§ 202-208 (‘The Convention”) and the Federal Arbitration Act, 9 U.S.C. §§ 1, et seq., (“FAA”) solely in Miami, Florida, U.S.A. to the exclusion of any other forum. The Arbitration shall be administered by National Arbitration and Mediation (“NAM”) under its comprehensive dispute resolution rules and procedures and NAM’s fee schedule in effect at the time of the procedure, each of which are deemed to be incorporated herein by reference. Any question about the Arbitration administrators mentioned above may be directed to them as follows: National Arbitration and Mediation, Inc., 990 Stewart Ave, 1st FL., Garden City, NY 11530, Phone: (800) 358-2550 ext. 128. Neither party will have the right to a jury trial nor to engage in pre-arbitration discovery except as provided in the applicable Arbitration rules and herein, or otherwise to litigate the claim in any court. The Arbitrator’s decision will be final and binding. Other rights that Influencer or carrier would have in court also may not be available in arbitration. An award rendered by an Arbitrator may be entered in any court having jurisdiction under the Convention or FAA.
 

B. Equitable Relief. In the event of a claim by Virgin Voyages against an Influencer for equitable relief,  including, but not limited to claims for injunctive relief alleging that Influencer breached Section 3, 7, or 8 of these IEG Terms and Conditions, the parties agree that Subsection 17.a shall apply; provided, however,  that Virgin Voyages may elect in its sole discretion to initiate any such action or proceeding in the courts of the applicable country wherein Influencer may be alleged to be conducting the activity which is the subject of the lawsuit if the same is deemed necessary and expedient by Virgin Voyages. In the event of any claim by Influencer (either inside or outside of the United States) against Virgin Voyages for equitable relief, Subsection 14.A shall apply.

C. Notwithstanding sections 17.A and 17.B, disputes related to personal injury, illness, or death of Influencer, as a passenger during a voyage, will be addressed in accordance with the Ticket Contract under which the Influencer has embarked our ship.

D. INFLUENCER ACKNOWLEDGES AND AGREES THAT NO CLAIM OR ARBITRATION  PROCEEDING UNDER THESE TERMS AND CONDITIONS SHALL BE JOINED TO ANY  OTHER CLAIM OR ARBITRATION PROCEEDING AND THAT NO CLASS ACTION  LAWSUITS OR ARBITRATION PROCEEDINGS SHALL BE PERMITTED. INFLUENCER  HEREBY EXPRESSLY WAIVES ANY LAW ENTITLING HIM OR HER TO PARTICIPATE  IN A CLASS-ACTION LAWSUIT OR ARBITRATION PROCEEDING.

The failure of Virgin Voyages to at any time require performance or compliance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver by Virgin Voyages in any one or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other condition or breach of any other term, covenant, representation or warranty.

If anyone or more of the provisions contained in this Influencer Agreement shall for any reason be found to be invalid, illegal, or unenforceable in any respect, said finding shall not affect the remaining provisions of this Influencer  Agreement, which shall be enforceable to the fullest extent permitted by law; provided, if enforcement of the  Influencer Agreement in the absence of such provision would be inequitable, the parties agree to negotiate in good faith a reformation matching as nearly as possible the original Influencer Agreement in the absence of the invalid or illegal provision.

This Influencer Agreement shall not be assigned, delegated, or subcontracted by Influencer without the express written consent of Virgin Voyages, and any attempted assignment by Influencer without Virgin Voyages' consent shall be void.  Such consent shall not be unreasonably denied. Virgin Voyages may assign this Agreement, and/or any of its rights hereunder, provided that such assignee shall assume Virgin Voyages' obligations hereunder.

Except with regard to VEL in connection with the enforcement of the terms set forth in Sections 7 and 8 of these IEG  Terms and Conditions and as may be set forth in the Influencer Confirmation Agreement, this Influencer Agreement is not intended to and shall not be construed to give any third party any interest or rights including, without limitation,  any third-party beneficiary rights with respect to or in connection with this Agreement or any provision contained herein or contemplated hereby.

These IEG Terms & Conditions, InfluencerConfirmation Agreement, and the applicable Virgin Voyages policies and guidelines contained in the Virgin Voyages website (as may be amended from time to time by Virgin Voyages in its sole discretion), constitute the entire agreement between the parties with respect to the subject matter hereof and all prior negotiations, agreements, proposals, representations, statements or understandings, whether written or oral,  concerning the subject matter hereof are void unless reflected herein. The terms set forth in this Agreement shall not be waived, changed or modified in any manner whatsoever, except by a written document duly executed by both parties hereto.

Influencer hereby consents to the exchange of information and documents between Influencer and Virgin Voyages over the internet, and that this Influencer Agreement in electronic form shall be the equivalent of an original written paper agreement between Influencer and Virgin Voyages. Influencer further agrees that all agreements, notices,  disclosures and other communications that Virgin Voyages provides to Influencer electronically satisfy any legal requirement that such communications be in writing.