PRIZE PROVIDER AGREEMENT

Sponsor:	The Times
Name of Promotion:	“News UK Partnership - Escape to Europe with Celebrity Cruises”
Start Date of Promotion:	June 18, 2025
End Date of Promotion:	July 6, 2025

 

The parties to the Prize Provider Agreement (the "Agreement") are Times Media Limited (News UK), a company organized under the laws of England having a place of business at 1 London Bridge Street, London SE1 9GF (the “Sponsor”), and Celebrity Cruises Inc., a Liberian corporation (the “Cruise Line” or “Celebrity Cruises”), having a place of business at 1050 Caribbean Way, Miami, FL 33132. This Agreement commences effective as of June 1, 2025 (the “Effective Date”) and will expire when the last prize is awarded for the Promotion or upon the completion of all duties and obligation under this Agreement, whichever occurs last (the “Term”).

 

1.     CRUISE LINE’S RESPONSIBILITIES.

Cruise Line will provide Sponsor with the following to be used as prize(s) for the Promotion (the “Cruise Prize”):

 

One (1) 9-night cruise on the Celebrity Apex ship, for winner and one (1) guest, double occupancy balcony stateroom departing July 17, 2025 and returning July 26, 2025 from Southhampton, England.    

Approximate retail price of cruise prize:  £1,299 GBP per person.

2.     SPONSOR’S RESPONSIBILITIES.

A.     Cruise prize description. Sponsor shall include the following in the prize description section of the Official Rules:

 

One (1) 9-night cruise on the Celebrity Apex ship, for winner and one (1) guest, double occupancy balcony stateroom departing July 17, 2025 and returning July 26, 2025 from Cruise Line port in Southhampton, England.   

 

Cruise prize includes standard guest accommodations as noted in Prize, standard onboard meal and beverage package (excluding specialty dining), pre-paid tips/gratuities and taxes and fees. Winner and guest(s) are each solely responsible for any and all costs, other than those specifically stated in the Prize that may be incurred or arise as a result of being awarded a prize.  Such costs may include, but are not limited to all federal, state, local, or other government or quasi-governmental taxes and fees, travel to/from the port of disembarkation/embarkation, travel insurance, and items of a personal nature (e.g., shore excursions, passport fees, gratuities, alcoholic beverages, photographs, some entertainment, service fees, medical services, etc.).   

 

Winners and guests are responsible for all travel documents (such as a passport and visa) required for travel. Cruise Line is not responsible for flight postponement or cancellation.  Winner and guest must travel at the same time on the same itinerary and share a room. 

 

Cruise prize issued in the form of a Cruise Line cruise certificate.  Cruise prize redemption is based on stateroom availability at time of booking.  Cruise provided subject to the terms and conditions in Cruise Line’s Cruise Ticket Contract, Complimentary Cruise Certificate, and applicable brochure.  Such terms and conditions of use that are listed on these documents include, but are not limited to: cruise certificate expiration, minimum number of days that the cruise must be booked prior to sail date, specified stateroom category and upgrade restrictions. 

 

No guest under twenty-one (21) years of age will be booked in a stateroom unless accompanied by a person who is twenty-one (21) years or older.  A parent or legal guardian must accompany all guests under the age of eighteen (18).    Winner and guest(s) must sign Cruise Line’s Cruise Ticket Contract and must comply with all of Cruise Line’s COVID-19 related Health and Safety Protocols as in effect at the time of sailing, prior to being allowed to board the cruise.

 

B.     Schedule A.  The parties agree to the terms of Schedule A which is an integral part of this Agreement.

 

3.     ENTIRE AGREEMENT

As of the beginning of the Term, this Agreement supersedes all prior agreements between the parties relating to the subject matter of this Agreement.  No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by authorized representatives of both parties.

EACH OF THE PARTIES, INTENDING TO BE LEGALLY BOUND, has executed this Agreement as of the date first set forth above.

 

CELEBRITY CRUISES INC.			TIMES MEDIA LIMITED (NEWS UK)
By:			By:
Name:			Name:
Title:			Title:
Date:			Date:

 

 

 

 

 

SCHEDULE A - TERMS AND CONDITIONS

 

1.     Sponsor’s Responsibilities.  Sponsor agrees that it is solely responsible for the following in connection with execution of the Promotion:  (a) Development of the Official Rules for the Promotion and including the following language in the rules: “Neither Royal Caribbean Cruises Ltd., Celebrity Cruises, nor any of its affiliates, subsidiaries, joint ventures, or customers are a sponsor of this contest/promotion and shall bear no responsibility or liability for any aspect of the administration of this contest/promotion”; (b) Registration and bonding the Promotion with the appropriate federal, state, provincial and/or local authorities, if required; (c) Complying with all applicable laws.

 

2.     Intellectual Property.  All uses of Cruise Line’s trademarks, name and other intellectual property must be approved by Cruise Line in writing prior to their use and such use shall be limited to the support of the Promotion during the Term.  Cruise Line shall maintain ownership of their respective intellectual property and Sponsor acquires no rights whatsoever in Cruise Line’s trademarks by virtue of this Agreement.

 

3.     Third Party Approvals.  Sponsor agrees to obtain (or have any applicable third party participants obtain) any and all necessary permissions and to be responsible for any and all payments which may become due as a result of Sponsor’s use of any materials embodied in the Promotion and all advertising in connection with the Promotion, including, but not limited to, permissions from and payments to artists, owners and/or administrators of any musical compositions and/or recordings, other music right holders and musicians and/or applicable unions or collective bargaining entities, as applicable.

 

4.     Representations and Warranties. Sponsor represents and warrants that:

a.      it will conduct, administer and promote the Promotion in compliance with the Official Rules and all applicable local, state, provincial and federal laws and regulations, and at no time shall Sponsor represent, either directly, indirectly or by implication, that Cruise Line, or any of their respective affiliates, subsidiaries, customers or related companies is a sponsor or a co-sponsor of such sweepstakes/promotions;

b.      the Promotion and any affiliated website will not contain, nor be linked to any websites that contain, violent or adult content.

c.      the execution of any online portion of the Promotion will conform to the Children's Online Privacy Protection Act of 1998 ("COPPA") and the requirements of the Children's Advertising Review Unit ("CARU") and be operated in a reasonable, responsible and professional manner, in accordance with applicable industry standards.  Sponsor shall include an age verification package on the Site to ensure that those under the age of thirteen (13) years of age are not able to access the Promotion.  The age verification package shall leave a session cookie for those that are not at least thirteen (13) years of age.  The session cookie shall not expire for fourteen (14) days and shall prohibit customers who are under thirteen (13) years of age to return to the Site and enter another year of birth.  If the date of birth entered prohibits the consumer from access because they are not at least thirteen (13) years of age, an error page shall appear which shall state: "You do not meet the eligibility requirements per the Official Rules."  The error page shall not state that the reason for ineligibility is because of age.

d.      it owns or has the right to use all materials and products prepared by it and/or for it by third parties in connection with the Promotion and such materials and products shall not infringe the rights of any third party;

e.      it has the necessary power and authority to enter into this Agreement; and

f.       its obligations hereunder will be performed in a thorough, competent and workmanlike fashion.

 

5.     Promotion Approval.  Review by Cruise Line of the Official Rules of the Promotion or the use and/or manner of use of any proposed advertising materials hereunder shall not constitute an opinion as to the legal appropriateness or adequacy of such, and Sponsor’s use of the materials shall be Sponsor’s sole responsibility.

 

6.     Consumer Complaints.  Sponsor shall be responsible for the handling and any associated cost for any consumer complaints that may arise related to the Promotion.

 

7.     Personal Information.  For the avoidance of doubt, Sponsor is the data owner of personal information collected for the purposes of the Promotion.  Sponsor, as the data owner, will: (a) comply with all applicable data privacy laws and regulations and (b)  be liable for all damages, losses, fines, penalties, and other amounts arising out of an unauthorized access to or disclosure of personal information that compromises the security, confidentiality, or integrity of the personal information.

 

8.     Indemnification.  Sponsor agrees to indemnify, defend and hold harmless Cruise Line and its parent, affiliates and subsidiary companies, joint ventures and participating retailers (the “Indemnified Parties”) from any and all losses (including reasonable attorneys’ fees and court costs) incurred by or claims made against any of the Indemnified Parties as a result of (a) Sponsor’s (including any independent contractors, subcontractors or consultants engaged by Sponsor) performance or nonperformance under this Agreement, (b) Sponsor’s use or misuse of the personal information of Promotion entrants, (c) any claims of liability for infringement of any copyright, trademark or other intellectual property contained in any advertising or promotional materials for the Promotion, (d) Sponsor’s breach of any of the representations and warranties contained in this Agreement, or (e) any failure of the Promotion to comply with an applicable federal, state, provincial or local law, unless and to the extent such losses result directly from the negligence or willful misconduct of Cruise Line, if applicable. This section shall survive any termination or expiration of this Agreement.

 

9.     Insurance.  Each party will maintain commercially reasonable and adequate insurance coverage to cover the risks associated with their activities and obligations in connection with this Agreement.

 

10.   Limitation of Liability. Except as provided below, in no event will either party have any liability to the other party for any indirect, special, incidental, punitive or consequential damages however caused and under any theory of liability (including but not limited to such damages arising from breach of contract or warranty or from negligence or strict liability), even if such party has been advised of (or knows or should know of) the possibility of such damages.  Notwithstanding the foregoing, there are no limitations of liability for breach of confidentiality, willful or gross negligence, intentional wrongdoing, recklessness, damage to tangible property, or indemnification obligations. In all other respects, the parties intend and agree to limit their respective liability to direct damages only.  THE LIMITATIONS OF LIABILITY AS BETWEEN THE PARTIES TO THIS AGREEMENT SET FORTH IN THE PREVIOUS SENTENCE WILL NOT LIMIT EITHER PARTY’S DUTY TO INDEMNIFY THE OTHER PARTY FOR DAMAGES OF ANY SORT PAID OR OWED TO THIRD PARTIES.

 

11.   Relationship of the Parties.  Nothing contained herein will be construed to place the parties in a relationship of partners, joint venturers, principal-agent or employer-employee, and no party will have any power to obligate or bind the other whatsoever.

 

12.   Choice of Law.  Any claim, controversy or dispute arising under or related to this Agreement will be governed by and construed in accordance with the Laws of the State of Florida, without regard to conflicts of law principles.  Any and all litigation concerning this Agreement shall be brought only in the U.S. District Court for the Southern District of Florida, or in the event such court cannot or will not exercise jurisdiction, in the state courts of Miami-Dade County, Florida.  Each of the parties hereto shall now and forever bear its own costs and attorneys' fees both in connection with the execution of this Agreement and, except as otherwise provided in Section 8 of this Schedule A, any enforcement thereof.