Exhibit 10.13
THE MARKED PORTIONS OF THIS AGREEMENT
HAVE BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.
AGREEMENT
This Agreement, dated as of February 6, 1996, is made by and between
SEAVISION, INC., a Delaware corporation (hereinafter referred to as
"SeaVision"), and CARNIVAL CORPORATION, a Panamanian corporation (hereinafter
referred to as "Carnival").
WHEREAS, Carnival is in the business of offering cruise vacations to its
passengers; and
WHEREAS, Carnival desires that its passengers have access to interactive
television services on board its vessels; and
WHEREAS, Carnival wishes to provide passenger services via, and to earn
incremental revenue from, such interactive television services; and
WHEREAS, SeaVision desires to provide to Carnival, and Carnival desires to
obtain from SeaVision, the aforementioned interactive television services for
use aboard M/S Imagination (the "Initial Ship") and such other Carnival Cruise
Line-brand cruise vessels owned or operated by Carnival or Carnival-owned or
Carnival-managed companies as, from time to time, may be designated by Carnival
(all such cruise vessels, collectively, the "Ships" and individually, a "Ship").
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound hereby, agree as follows:
1. Responsibilities.
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(a) Subject to the terms and conditions hereof, SeaVision hereby agrees
to:
(i) Provide, for each Ship designated by Carnival (including without
limitation the Initial Ship) at no charge to Carnival, an
interactive television system (the "System") consisting of the
hardware and software described or listed
on Exhibit A attached hereto (collectively, the "System Hardware
and Software") and, in connection therewith, provide the services
(the "Services") set forth on Exhibit B attached hereto.
Notwithstanding anything to the contrary elsewhere in this
Agreement, if Carnival requests customized applications displays
on the television screens, all such displays must be compatible
with the then existing technical standards of the System, and
Carnival shall bear the cost of the development of such screens,
which costs will be in accordance with Exhibit C attached hereto.
The installation of the System on the Initial Ship will be in
accordance with the implementation schedule attached hereto as
Exhibit D (the "Implementation Schedule"). Except as expressly
provided otherwise in this Agreement, SeaVision shall at all
times retain title to all components of the System, including all
System Hardware and Software hereafter installed on any Ship
hereunder and any non-customized applications screens.
(ii) Provide all personnel reasonably necessary and appropriate to
operate the System and provide the Services. One (1) SeaVision
technician (the "Operator") will remain on-board each Ship on
which the System is then installed and operating to operate the
System on an on-going basis for so long as this Agreement shall
be in effect with respect to that Ship. SeaVision hereby
acknowledges that the Operator shall at all times be an employee
of SeaVision. Carnival hereby agrees to serve as SeaVision's
paying agent for payment, at the direction of SeaVision, of all
salary, payroll taxes and fringe benefits costs in connection
with the Operator; provided that SeaVision promptly reimburses
Carnival for all such costs incurred by Carnival. SeaVision
understands that, while on board any Ship, its personnel will be
subject to the authority of the Master of that Ship and the
officer(s) designated to oversee the operation of the System and
the Services. SeaVision shall use its best efforts to ensure
that the Operator will at all times while on board any Ship
comply with the operations manual of Carnival, in the form then
in effect.
(iii) Maintain and upgrade the hardware and/or software used in the
System, at no cost to Carnival, at such times and in such manner
as is reasonably necessary or appropriate, in SeaVision's sole
opinion, to maintain the functionality of the System; provided,
however, that such upgrades will require Carnival's consent if
such upgrades will require significant modifications to
Carnival's on-board hardware or software. The implementation
schedule for all SeaVision and Carnival upgrades will be subject
to the mutual agreement of the parties.
(b) Subject to the terms and conditions hereof, Carnival hereby agrees to:
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(i) Make available to SeaVision on any Ship upon which the System is
installed or is then to be installed, (A) all reasonably
necessary storage and workspace for SeaVision's installation,
operation and maintenance of the System, including but not
limited to granting SeaVision personnel reasonable access to the
television studio and video distribution system and limited
access to passenger cabins on-board such Ship, (B) such
personnel as are reasonably necessary or appropriate to assist
in the successful installation, operation and maintenance of the
System, including but not limited to appropriate on-board
support for, and oversight of, the installation, operation and
maintenance of the System by a designated officer on such Ship,
(C) all necessary Systems integration support to allow the
System to communicate with Carnival's on-board systems, and (D)
appropriate accommodations on-board such Ship, if necessary, for
SeaVision personnel who are engaged in installing, operating or
maintaining the System on such Ship; provided, however, that
none of the foregoing activities of SeaVision shall unreasonably
interfere with the normal functions of such Ship. It is
understood that SeaVision personnel occupying such
accommodations will, at all times while on-board such Ship, be
subject to Carnival's policies regarding on-board contractors,
including those concerning dress, decorum and personal behavior.
(ii) Furnish crew accommodations on-board each Ship upon which the
System is then installed on mutually-agreeable dates, to allow
SeaVision senior personnel to monitor the on-going performance
of the System and SeaVision's personnel and for the purpose of
determining whether enhancements and improvements to the System
should be recommended.
(iii) Furnish crew accommodations to the Operator on board any Ship,
which accommodations shall be comparable to those provided by
Carnival to its crew staff of similar rank on that Ship.
SeaVision understands and agrees that such accommodations may
consist of a double cabin which the Operator may be required to
share with Carnival personnel. Carnival shall also provide the
Operator with meals and all other perquisites that it provides
to its employees of similar rank.
(iv) Provide reasonable marketing support for the System on board
each Ship on which the System is then installed. Such marketing
support shall include but not be limited to in-cabin collateral
material, mention by the Cruise Director during his or her
introductory remarks to passengers on the Ship, coverage in the
daily program circulated on the Ship and such other activities
of a supporting nature as are agreed to by both parties to this
Agreement, including, if so agreed, insertion of promotional
materials in passenger documentation.
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(v) Work with SeaVision's marketing personnel to develop
appropriate, effective and non-intrusive means for testing and
gauging passenger reaction to the System on a regular basis.
Such means may include but not be limited to on-board
questionnaires, on-board focus groups, one-on-one passenger
interviews and post-cruise questionnaires.
(vi) Provide reasonable access to each Ship on which the System is
then installed, when such Ship is in port, for SeaVision
personnel to demonstrate the System to potential advertisers,
marketers and clients. In connection with making such
demonstrations, SeaVision shall conform to Carnival's
procedures for approving on-board visitors, including but not
limited to making advance requests for boarding passes.
(vii) Use commercially reasonable efforts to cause its on-board
concessionaires to work with SeaVision to develop mutually
beneficial applications for the System.
(viii) Provide the Operator with the following data, if available, in
electronic form (i.e., diskettes, tapes or other similar means)
with respect to each passenger on-board any Ship on which the
System is then installed: name, home address and telephone
number, age, cabin assignment, dining assignment and on-board
account number.
(ix) Use its best efforts to collect all monies paid or payable by
passengers in respect of Services provided on or through the
System and charged to the respective on-board account of such
passengers.
2. Initial Term/Renewal/Extension to Other Ships.
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(a) Unless sooner terminated in accordance with the terms of this
Agreement, the initial term of this Agreement (the "Initial Term")
shall commence on the date first written above and shall expire on the
first anniversary of such date. If neither party theretofore exercises
its respective rights under Section 5 herein to terminate this
Agreement upon or prior to the expiration of the Initial Term, the
term of this Agreement shall automatically renew on the expiration of
the Initial Term for an additional period of five (5) years. If, prior
to the expiration of the Initial Term or such five (5) year renewal
term, Carnival designates a fourth Ship upon which SeaVision is to
install the System (counting the Initial Ship as the first such
designated Ship), then upon such designation by Carnival, the
remaining term of this Agreement shall be lengthened or shortened, as
the case may be, such that the remaining term of this Agreement shall
be three (3) years from the date of such designation by Carnival.
Thereafter, unless terminated by either party in accordance with the
terms of Section 5 herein, on each occurrence of a date that is
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two (2) years prior to the then effective expiration date of the term
of this Agreement, the term of this Agreement automatically will be
extended for one (1) additional year until either party delivers
written notice to the other stating that the term of this Agreement
will not be further extended.
(b) Carnival hereby grants to SeaVision the exclusive right, for the term
of this Agreement (subject always to Carnival's rights to terminate
this Agreement in accordance with its terms) to install, operate and
maintain interactive television systems on the Initial Ship. If
Carnival elects from time to time for SeaVision to install, operate
and maintain any such additional System(s) in accordance herewith,
SeaVision and Carnival shall establish a timetable for the related
installation(s). All of the terms and conditions of this Agreement
shall apply to the parties' respective rights and obligations in
respect of such other Ships and Systems installed thereon. Subject to
the foregoing proviso, in the event the parties agree that SeaVision
will install, operate and maintain any such additional System(s) on
one or more Ship(s), the references herein made to a or any Ship
and/or the System shall be deemed to include such other Ship(s) and
the System(s) installed thereon, with such modifications as are
reasonably necessary and appropriate to reflect the individualized
System(s) installed on each such Ship.
(c) During the six (6) month period commencing on the date hereof,
Carnival shall not enter into any agreement with a third party for the
installation, operation or maintenance of an interactive television
system on board any Carnival Cruise Line-brand cruise vessel.
3. Revenue-Sharing and Payment Terms.
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(a) For each calendar month of the term of this Agreement, the Adjusted
Net Revenues (as defined below) for all cruises completed during that
calendar month will be allocated between Carnival and SeaVision as
follows:
(i) If the aggregate of all of the Adjusted Net Revenues generated by
all of the Systems then or theretofore installed on-board the
Ships, from the commencement of this Agreement, is less than the
product (hereinafter referred to as "Investment Recovery")
obtained by multiplying the number of Ships on which a System is
then installed by [Redacted -confidential treatment requested]
then Carnival shall be entitled to retain [Redacted -
confidential treatment requested] of the Adjusted Net Revenues
for cruises completed during that calendar month and shall
promptly remit the remaining [Redacted -confidential treatment
requested] of such Adjusted Net Revenues to SeaVision in
accordance with this Section 3; or
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(ii) If the aggregate of all of the Adjusted Net Revenues generated
by all of the Systems then or theretofore installed on-board the
Ships, from the commencement of this Agreement, equals or
exceeds the Investment Recovery and if the number of Ships is
then [Redacted - confidential treatment requested] or less, then
Carnival shall be entitled to retain [Redacted - confidential
treatment requested] of the Adjusted Net Revenues for cruised
completed during that calendar month and shall promptly remit
the remaining [Redacted - confidential treatment requested] of
such Adjusted Net Revenues to SeaVision in accordance with this
Section 3; or
(iii) If the aggregate of all of the Adjusted Net Revenues generated
by all of the Systems then or theretofore installed on-board the
Ships, from the commencement of this Agreement, equals or
exceeds the Investment Recovery and if the number of Ships is
then [Redacted - confidential treatment requested] or more, then
Carnival shall be entitled to retain [Redacted - confidential
treatment requested] of the Adjusted Net Revenues derived from
video-on-demand and gaming services and [Redacted - confidential
treatment requested] of the Adjusted Net Revenues otherwise
derived from services listed on Exhibit B (unless otherwise
specified on Exhibit B) for cruises completed during that
calendar month and shall promptly remit the remaining [Redacted
- confidential treatment requested] and [Redacted - confidential
treatment requested] respectively of such Adjusted Net Revenues
to SeaVision in accordance with this Section 3.
(iv) Notwithstanding the foregoing, any Adjusted Net Revenue-showing
percentages set forth on Exhibit B for services mutually agreed
upon by the parties after the date hereof shall take precedence
over the foregoing percentages.
(b) "Adjusted Net Revenues", for purposes of this Agreement, shall mean
the aggregate of all monies paid to Carnival in connection with
passengers' use of the revenue-generating and pay-per-view
entertainment Services described on Exhibit B hereto and charged to
such passengers' respective on-board accounts by Carnival (monies paid
or payable in respect of shore excursions, room service orders and
wine orders purchased or made on the System shall be retained
exclusively by Carnival), less (i) the cost to SeaVision of goods sold
in the case of products and services sold on the System, (ii) the cost
to SeaVision of pay-per-view programming provided on the System, (iii)
the commissions paid by SeaVision for advertising sold on the System,
(iv) if the aggregate of all of the Adjusted Net Revenues generated by
all of the Systems then or theretofore installed on-board the Ships,
from the commencement of this Agreement, equals or exceeds the
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Investment Recovery, all costs of the Operator and any other costs
incurred by SeaVision for the operation, maintenance and enhancement
of any System (excluding any such enhancement costs incurred by
SeaVision pursuant to its obligations under subsection 1(a)(iii)
herein for the enhancement of the System generally and that are not
attributable to any specific Ship or any specific installed System)
which are approved by Carnival in writing, (v) [Redacted -
confidential treatment requested] and (vi) credits paid by Carnival to
passengers in the case of gaming on the System. Any costs and
expenses set forth in the foregoing clauses (i), (ii) and (iii)
payable by SeaVision to any persons affiliated with SeaVision or its
principals shall not be deductible unless approved in writing by
Carnival, which approval shall not unreasonably be withheld, delayed
or conditioned. The aggregate amount of any costs and expenses set
forth in the foregoing clauses (i) through (iv), inclusive, shall be
paid over by Carnival to SeaVision, and Carnival shall be entitled to
retain the aggregate amount of any costs and expenses set forth in the
foregoing clauses (v) and (vi), all to the extent of monies paid to
Carnival in connection with passengers' use of the revenue-generating
and pay-per-view entertainment Services described on Exhibit B hereto
and charged to such passengers' respective on-board accounts by
Carnival, with any shortfall being carried over to succeeding months.
(c) On or before the twenty-first day of each calendar month during the
term of this Agreement, SeaVision shall provide Carnival with a
written report (the form of which shall be mutually agreed upon by the
parties) detailing the Adjusted Net Revenues (and the related
deductions from gross revenues) generated by the System on each Ship
on which the System is then installed from cruises completed during
the prior calendar month. This report shall govern the determination
of fees to be retained by Carnival and the revenues to be remitted by
Carnival to SeaVision under the terms of this Agreement. SeaVision
shall provide any and all hardware and/or software reasonably
necessary or appropriate to interface SeaVision's accounting software
with the applicable Ship's property management system in order for
SeaVision to obtain accurate accounting information for such reports.
(d) Within thirty (30) days after Carnival's receipt of any monthly report
delivered to Carnival by SeaVision pursuant to the terms of subsection
3(c) herein, Carnival shall remit to SeaVision all Adjusted Net
Revenues generated by the System on each Ship during the calendar
month applicable to such report, less its share of such Adjusted Net
Revenues as provided in this Section 3.
(e) Carnival shall promptly notify SeaVision of any changes, adjustments
or chargebacks (relative to the Adjusted Net Revenues in respect of
any calendar month) of which Carnival receives notice after it has
made a remittance to SeaVision in respect of such calendar month, and
together therewith, provide to
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SeaVision appropriate documentation supporting all such changes,
adjustments or chargebacks. In the event properly-supported changes,
adjustments or chargebacks result in a reduction of the Adjusted Net
Revenues generated in respect of such calendar month, SeaVision shall,
within thirty (30) days after its receipt of the applicable notice and
supporting documentation, refund to Carnival SeaVision's percentage of
the aggregate of such changes, adjustments or chargebacks.
(f) All advertising and promotional revenues generated by any System and
received by SeaVision, less any commissions and fees payable by
SeaVision to any third party in respect thereof (subject to Carnival's
approval thereof in accordance with the terms of section 3(b) in the
case of persons affiliated with SeaVision or its principals), shall be
allocated between SeaVision and Carnival in the same manner and on the
same percentages as the Adjusted Net Revenues are then being allocated
between them pursuant to the terms of subsection 3(a) of this
Agreement. SeaVision shall detail such gross revenues and expenses on
the applicable monthly report provided to Carnival pursuant to the
terms of subsection 3(c) of this Agreement and shall retain its own
portion of such net revenues together with Carnival's portion of such
retained net revenues to the extent of, and as a credit against,
Carnival's payment obligations pursuant to the terms of subsection
3(d) of this Agreement for the applicable calendar month.
4. Confidentiality.
---------------
(a) Carnival acknowledges that the System represents and will continue to
represent the valuable, confidential and proprietary property of
SeaVision. SeaVision is not by this Agreement conveying to Carnival
any exclusive proprietary or ownership rights in the System,
including, but not limited to, any patent, copyright, trademark,
service xxxx, trade secret, trade name or other intellectual property
rights, except that Carnival will have the limited rights expressly
set forth in this Agreement. Accordingly, Carnival acknowledges that,
except as expressly provided for in this Agreement, Carnival possesses
no title or ownership of any System or any portion thereof. Carnival
will keep the System free and clear of all claims, liens and
encumbrances by or through Carnival.
(b) Each party agrees, during the term of this Agreement and thereafter,
to maintain the confidential nature of the terms and conditions of
this Agreement and of any proprietary information shared with it by
the other party or
obtained by a party from the other party's books, records or computer
systems. The proprietary information shared with Carnival by
SeaVision shall include, but is not limited to (i) any knowledge
gained by Carnival of the System, including but not limited to
knowledge of the type, identity, operation or other characteristics of
the System's hardware, operating system software and applications
software; (ii) SeaVision's
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marketing and sales materials; (iii) the content of any and all
SeaVision reports, including those for data management, revenue
remittance and marketing surveys; and (iv) SeaVision's marketing and
advertising client list. The proprietary information shared with
SeaVision by Carnival shall include, but not be limited to, Carnival's
customer lists and passenger information, on-board revenue and expense
data, the content of any Carnival reports, and Carnival's business
arrangements with concessionaires. Carnival agrees that it will not
create or attempt to create, or permit any third party to create or
attempt to create, by reverse engineering or otherwise, the source
code for the System(s) or any portion thereof. The provisions of this
Section 4 apply to the System as delivered to Carnival by SeaVision or
as modified or otherwise enhanced by SeaVision and to any proprietary
material and information regarding the System that is given to
Carnival prior to, on or after the date of this Agreement.
Notwithstanding the foregoing, each party may use the other's
proprietary information in the internal conduct of its business,
subject always to the prohibition herein of disclosure.
Notwithstanding anything contained in this Agreement to the contrary,
the terms of this subsection 4(b) shall survive the expiration or
termination of this Agreement.
(c) Each party acknowledges that its violation of its confidentiality or
non-disclosure obligations under this Agreement may cause irreparable
damage to the other that cannot be fully remedied by money damages.
Accordingly, in the event of any such violation or threatened
violation, the injured party will be entitled, in addition to pursuing
any other remedy available to it under this Agreement or at law, to
obtain injunctive or other equitable relief from any court of
competent jurisdiction as may be necessary or appropriate to prevent
any further violations thereof.
(d) During the Initial Term, any extensions thereof, and for a period of
three (3) years after the expiration or any termination of this
Agreement, neither party shall induce or attempt to induce any
employee or consultant of the other to terminate his or her employment
or consulting relationship with such other party and shall not solicit
any such employee or consultant for employment or consulting services.
(e) Each party agrees to notify the other immediately upon the notifying
party's becoming aware of or reasonably suspecting the possession, use
or knowledge of all or part of any of the other party's proprietary
information by any person or entity not authorized by this Agreement
to have such possession, use or knowledge. The notifying party will
promptly furnish the other party with details of such possession, use
or knowledge, will assist in preventing a recurrence thereof and will
cooperate with the other party in protecting the other party's rights
in the other party's proprietary information. A party's compliance
with the terms of this Section 4 will not be construed as any waiver
of the other party's right to recover damages or obtain other relief
against the notifying party for the notifying party's
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breach of its confidentiality or non-disclosure obligations under this
Agreement or the negligent or intentional harm to the other party's
proprietary rights.
5. Termination.
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(a) Carnival shall have the right to terminate this Agreement, in its sole
discretion, at the expiration of the Initial Term upon thirty (30)
days' prior written notice to SeaVision, such termination to be
without any penalty or other charges whatsoever and each party shall
thereupon be released from its respective obligations hereunder,
except for those obligations which expressly survive the termination
of this Agreement.
(b) If the term of this Agreement is renewed for an additional period of
five (5) years pursuant to the terms of subsection 2(a) herein, then
unless Carnival requests that SeaVision install the System on a fourth
Ship, Carnival shall have the right in its sole discretion to
terminate this Agreement in its sole discretion upon six (6) calendar
months' prior written notice thereof to SeaVision, such termination to
be without any penalty or other charges whatsoever and each party
shall thereupon be released from its respective obligations hereunder,
except for those obligations which expressly survive the termination
of this Agreement.
(c) SeaVision shall have the right to terminate this Agreement in whole or
with respect to any individual Ships prior to the then effective
expiration date of the term hereof in the event any System installed
by SeaVision aboard any such Ship fails to achieve the financial
performance standards that SeaVision shall determine are necessary to
warrant its investment in that System. Such determination and
termination may occur in respect of all Systems and Ships or on a
Ship-by-Ship basis. In the event SeaVision intends to terminate this
Agreement pursuant to this subsection 5(c), in whole or in respect of
individual Ships and Systems, it shall do so in writing to Carnival no
less than six (6) calendar months prior to ceasing operations
hereunder or thereon, as the case may be.
(d) Either party hereto shall have the right to terminate this Agreement
immediately upon written notice to the other party upon such party
being declared insolvent or bankrupt, or making an assignment for the
benefit of creditors, or in the event that a receiver is appointed, or
any proceeding for appointment of a receiver or to adjudge such party
a bankrupt, or to take advantage of the insolvency laws is demanded
by, for, or against such party under any provision under the laws of
any state or country.
(e) Carnival shall have the right to terminate this Agreement prior to the
then effective expiration date of the term hereof in the event
SeaVision defaults in the performance of any covenant, warranty or
agreement made herein or if any System
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fails to achieve the technical performance standards set forth in
Exhibit E attached hereto (the "Technical Performance Standards") and
such default or failure has not been cured within ninety (90) days
after receipt of written notice thereof given by Carnival to SeaVision
(except that the foregoing cure period shall not be applicable if
SeaVision fails to install the System on the Initial Ship in
accordance with the Implementation Schedule).
(f) SeaVision shall have the right to terminate this Agreement prior to
the then effective expiration date of the term hereof in the event
Carnival defaults in the performance of any covenant, warranty or
agreement made herein and such default has not been cured within
ninety (90) days after receipt of written notice thereof given by
SeaVision to Carnival.
(g) Notwithstanding the termination or expiration of this Agreement as
provided for in this Section 5 and elsewhere in this Agreement, each
party shall continue to owe, and shall promptly pay to the other in
accordance with the terms of Section 3 hereof, all amounts set forth
in Section 3 that shall have accrued on and prior to the date of such
termination or expiration.
(h) As soon as is practicable after the expiration or any whole or partial
termination of this Agreement, but in any event within thirty (30)
days thereafter, SeaVision shall, without unduly interfering with the
normal functions of any of the Ships, remove from all Ships affected
by such expiration or termination, all Systems, including all System
Hardware and Software (as the same may have been replaced or
supplemented since the date hereof), and all on-board SeaVision
personnel. The parties hereby agree and acknowledge that in accordance
with Section 1 hereof, SeaVision will retain title to any and all such
System Hardware and Software installed on board any Ship by SeaVision
(x) at all times while this Agreement is in effect as well as (y) in
the event SeaVision chooses not to continue operating the System
installed thereon. Notwithstanding the foregoing, if SeaVision elects
to terminate this Agreement in respect of any Ship pursuant to the
terms of subsection 5(c) above or if SeaVision defaults under this
Agreement and Carnival exercises its resulting rights under subsection
5(e) herein, Carnival shall have the right to purchase all SeaVision
hardware installed by SeaVision on that Ship and to obtain a
nontransferable license to use (but only on that Ship) the SeaVision
software installed by SeaVision on that Ship at an aggregate
purchase and license price equal to [Redacted -confidential treatment
requested] less the aggregate amount of all Adjusted Net Receipts paid
over to SeaVision under Section 3 herein in respect of that Ship. If
SeaVision elects to terminate this Agreement in whole pursuant to the
terms of subsection 5(c) above, Carnival shall have the right, in
addition to the foregoing purchase and license rights, to purchase
such hardware and license such software from SeaVision, for a period
of one (1) year thereafter, to enable Carnival to install the System
on other Ships, all for an aggregate
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purchase and license price of [Redacted - confidential treatment
requested] per Ship. At Carnival's request, SeaVision shall provide
support services for such purchased hardware and licensed software
upon reasonable terms and conditions to be mutually agreed upon by the
parties.
6. Right to Inspect Books & Records. SeaVision and Carnival shall keep
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full and accurate accounts, records, books, journals, ledgers and data
(collectively, "Records") with respect to the business done by each party
respectively under this Agreement, which Records shall at all times show
truthfully, accurately and fully the compliance by each party with its
respective obligations under this Agreement. Each party shall have the right,
through its designated representatives, at all reasonable times, upon reasonable
advance notice, to inspect the Records of the other as necessary to verify the
sales, revenues generated, third party payments and fees collected pursuant to
this Agreement. The parties shall retain all Records at all times during the
term of this Agreement and any and all extensions or renewals thereof, and for
at least three (3) years thereafter, and shall make the Records available to the
other party during regular business hours, wherever the Records are maintained,
within ten (10) days after receipt of demand for inspection from such other
party. Both parties shall maintain the confidential nature of any Records so
inspected pursuant to and in accordance with the provisions of Section 4 hereof.
7. Insurance/Waiver of Subrogation.
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(a) Carnival hereby warrants, represents and covenants that it has, and
shall maintain for the term of this Agreement and any successive
operating term or renewal hereof, at its sole expense, hull and
machinery insurance in accordance with American Institute Hull Clauses
(June 2, 1977) to cover the System for the value of [Redacted -
confidential treatment requested] against any loss or damage
whatsoever which may occur while that System is present and/or
installed on that Ship. The insurance policy(ies) with respect to
such coverage shall each name SeaVision as an additional insured, as
its interests may appear and contain a waiver of subrogation against
SeaVision.
(b) [Intentionally left blank]
(c) Hull and Machinery Insurance.
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(i) In the event that SeaVision or its personnel cause any loss or
damage covered by this insurance, or which would have been
covered by this insurance but for a commercially reasonable
deductible (not to exceed $500,000) in the insurance policy,
SeaVision agrees to reimburse Carnival for the amount of the
deductible applicable in such loss or damage.
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(ii) Neither Carnival, the owner of the Ship, nor the underwriters of
the insurance shall have any further right of recovery or
subrogation in excess of said deductible against SeaVision on
account of loss or damage to the extent covered by such
insurance, and the policies of insurance shall be endorsed to
reflect this limitation and waiver.
(d) Protection And Indemnity Insurance. SeaVision agrees to obtain and
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maintain, at its own expense, insurance to defend and cover its
liability, if any, for:
(i) Maintenance and cure as well as personal injury or death claims
asserted by SeaVision's employees or their estates;
(ii) Claims of passengers or other third parties arising out of or in
connection with SeaVision's operations or the actions of
SeaVision's employees; and
(iii) Repatriation, loss of personal effects and other costs to
employees (including, without limitation, burial costs) in the
event of death, casualty or termination of a voyage.
Such insurance shall be in form, in amounts, with carriers and on terms
reasonably satisfactory to Carnival's Manager of Insurance; shall name
Carnival as an additional insured subject to the misdirected arrow clause.
SeaVision shall provide Carnival's Manager of Insurance with a Certificate
of Insurance evidencing such coverage.
(e) Certificates. On or before the commencement of the term of this
------------
Agreement, Carnival shall, upon SeaVision's written request, provide
to SeaVision certificates of insurance evidencing the coverages
required pursuant to Sections 7(a), 7(b) and 7(c), and SeaVision
shall, upon Carnival's written request, provide to Carnival
certificates of insurance evidencing the coverages required pursuant
to Section 7(d).
8. Interruption in Performance. Neither Carnival nor SeaVision shall be
---------------------------
liable to the other for any loss, damage or loss of profits arising out of any
interruption or cessation of the Services to be provided hereunder when such
interruption or cessation is caused by a force majeure. For purposes of this
Agreement, force majeure shall be any event caused by acts of God, fire, storm
or other natural catastrophe, war, labor disruption, change in governmental laws
or regulations, and other causes that are unavoidable or beyond the affected
party's control.
9. Trademarks.
----------
(a) Nonexclusive License. Carnival hereby represents that it is the owner
--------------------
of the trademarks, service marks, tradenames, logos, design marks,
names, and designs described on Exhibit F attached hereto, as may be
amended in writing by Carnival
-13-
from time to time hereafter, and such other logos and marks as may be
utilized by Carnival anywhere in the world of which SeaVision shall
hereafter have received written notice from Carnival (collectively,
the "Carnival Marks"). Carnival hereby grants to SeaVision, and
SeaVision hereby accepts, for the term of this Agreement, a limited,
nonexclusive worldwide license to use the Carnival Marks on and in
connection with the design, production and display of video screens
for use on the System and the manufacture, promotion and sale of the
merchandise (other than perfumes) to be sold via interactive shopping
on and through the System (the "Merchandise") in respect to
SeaVision's performance hereunder.
(b) Restrictions on Assignment of License. SeaVision shall not sell,
-------------------------------------
assign or transfer the license granted hereunder without Carnival's
express written consent authorized by a duly elected corporate officer
of Carnival.
(c) Submission of Newly Designed Marks.
----------------------------------
(i) SeaVision shall submit to Carnival (as set forth in subsection
9(c)(ii) of this Agreement) for approval prior to use, all
artwork or photostats of artwork, indicating colors and
processes of manufacture, of newly designed and not previously
approved uses of the Carnival Marks. Carnival shall have the
right, in its sole and absolute discretion, to forbid the use
thereof. Samples of literature, advertising, catalogs and
packaging relating to the souvenirs will be provided on a timely
basis by SeaVision to Carnival following printing or production.
When using the Carnival Marks, SeaVision agrees to undertake to
comply with the requirements of all laws pertaining to
trademarks, including marking requirements. Before using any of
the Carnival Marks, SeaVision shall inform Carnival of the
nature and quality of the souvenirs and shall thereafter
promptly furnish samples thereof to Carnival.
(ii) Prior to placing any orders for the manufacture of Merchandise
on which newly designed and not previously approved uses of the
Carnival Xxxx(s) are intended to be imprinted, SeaVision shall
submit for approval the name, address, phone number and telefax
number of each manufacturer therefor and, if the manufacturer is
satisfactory to Carnival, SeaVision shall subsequently submit to
Carnival the artwork, styles, designs, contents, workmanship and
quality of such merchandise, in the form requested by Carnival,
to the attention of Xxxxx XxXxxxx or his or her designee in
Carnival's Marketing Department, 0000 X.X. 00 Xxxxxx, Xxxxx,
Xxxxxxx 00000.
(iii) All materials and information submitted pursuant to this
Section 9(c) shall be deemed automatically approved if
notification of rejection is not
-14-
received by SeaVision within forty-five (45) days after
Carnival's receipt of such materials and/or information.
(d) Purchase Orders. SeaVision shall ensure that all orders it places
---------------
with Manufacturers for Merchandise be imprinted with the Carnival
Xxxx(s) have been approved by Carnival as provided in Section 9(c),
are paid and delivered to, or otherwise obtained by, SeaVision on a
timely basis; and shall use its reasonable best efforts to ensure that
the following language is inserted into or delivered for signature
with all purchase orders and/or agreements for the manufacture of
merchandise to be imprinted with the Carnival Xxxx(s):
Manufacturer agrees to notify Carnival Corporation ("Carnival"),
attention Legal Department, 0000 X.X. 00 Xxxxxx, Xxxxx, Xxxxxxx 00000
(Telefax: 000- 000-0000), by telefax and by certified mail, return
receipt requested, in the event SeaVision, Inc. fails to pay for
and/or take delivery of any goods and/or merchandise imprinted with
the trademarks, service marks, design logos and/or artwork of Carnival
(the "Carnival Marks") within forty-five (45) days after receipt of
invoice for same; and Carnival shall have the right of first refusal
to purchase such merchandise upon the terms thereof. Any merchandise
which is not in compliance with the quality and graphics standards
issued by Carnival regarding the Carnival Marks of which manufacturer
has been informed in writing prior to manufacture shall, wherever
possible, be corrected by manufacturer to the specifications of such
standards or, if not possible, shall be offered to Carnival at the
direct cost of production.
-15-
(e) Use of Marks, Etc.
------------------
(i) SeaVision shall cause to appear with each use of the Carnival
Xxxx(s) such trademark notice symbols and/or copyright and
trade dress notices as shall be instructed in writing by
Carnival. Upon receipt of any such instruction by SeaVision,
SeaVision agrees to follow Carnival's written policy, as may be
amended from time to time, regarding the proper usage of the
Carnival Marks on printed material and on goods and
merchandise.
(ii) SeaVision will in no way represent that it has any right, title
and/or interest in and to the Carnival Marks, except as
expressly granted under the terms of this Agreement, nor shall
SeaVision contest Carnival's title register and the
registrations of the Carnival Marks, nor shall SeaVision
acquire any rights in the Carnival Marks by virtue of any use
it may make thereof.
(iii) SeaVision agrees that Carnival is and will be the owner of all
goodwill that may in the future attach to the Carnival Marks as
a result of SeaVision's use thereof.
(iv) SeaVision further agrees that it shall not at any time register
or apply to register the Carnival Xxxx(s) or any trademark,
logo, slogan or design confusingly similar thereto anywhere in
the world. Upon termination of this Agreement, SeaVision agrees
to cease all use of the Carnival Marks or any confusingly
similar trademarks or trade names; and SeaVision shall at no
time adopt for use any trademarks or trade names confusingly
similar to any of the Carnival Marks.
(f) Infringements. Carnival shall have the sole right to determine
-------------
whether or not any action shall be taken on account of any
infringement or imitation of any Carnival Xxxx; and SeaVision shall
reasonably cooperate with Carnival and at Carnival's cost and expense
in protecting and defending the Carnival Marks and the Merchandise
bearing the Carnival Marks. With respect to infringements of the
Carnival Marks, Carnival shall be entitled to receive and retain all
amounts awarded as damages, profits or otherwise in connection with
such suits.
(g) Termination of License. The license in the Carnival Marks granted
----------------------
hereunder shall terminate upon the expiration, suspension or the
termination of this Agreement by either party and in accordance with
the provisions herein, provided, however, that SeaVision shall
thereafter be entitled to sell any inventory of Merchandise on hand or
theretofore ordered by SeaVision.
(h) Merchandise Bearing the Carnival Marks. Articles of merchandise
--------------------------------------
bearing the Carnival Xxxx(s) may become available to Carnival from
time to time from other
-16-
licensees and sublicensees of Carnival. Carnival may advise SeaVision
of such situations, and SeaVision will consider whether or not to
purchase, supply and sell such articles of merchandise in its
inventory of stock to be sold on the System under the terms and
conditions of this Agreement.
10. Matters Relating to SeaVision Employees.
---------------------------------------
(a) SeaVision's Obligations.
-----------------------
(i) SeaVision's status under this Agreement is solely that of a
independent contractor, and SeaVision at all times has the
obligation and right to control all of the employees engaged by
SeaVision to perform its obligations hereunder, and such persons
are solely the responsibility of SeaVision. As between any such
employee and SeaVision, SeaVision hereby acknowledges that it is
solely responsible for the payment of all wages, vacation pay,
benefits and repatriation expenses to each of its employees.
(ii) SeaVision may in its sole discretion, at its own expense and
without interfering with Carnival's operations, replace its
employees or transfer them between the Ships.
(b) Responsibility for Payment of Certain Expenses. Except as otherwise
----------------------------------------------
expressly provided in this Agreement (including, without limitation,
in subsection 7(c) herein), SeaVision is solely responsible for the
payment of any medical and subsistence expenses or damages to
SeaVision's employees arising from accident or illness. Except as
provided in subsection 10(g)(ii), SeaVision shall indemnify Carnival
for any such expenses or damages incurred by Carnival.
(c) No Maritime Liens. SeaVision's employees do not have maritime liens
-----------------
on a Ship for any payments due to them in connection with their
services for SeaVision.
(d) Xxxxx Act. SeaVision's employees are not entitled to assert claims
---------
against Carnival under Xxxxx Xxx, 00 X.X.X. 000.
(e) Employee Contracts. In each of its written contracts with its
------------------
employees who will serve on any Ship, SeaVision will insert the
following notice:
"Your employer is a concessionaire of Carnival
Corporation, the owner of the Ship. You are
subject to the control of your employer. You
are also subject to the authority of the Master
for purposes of health, safety and discipline.
In your dealings
-17-
with passengers you will refer to yourself as a
member of the interactive television system team.
However, your employer is solely responsible for
you, and neither the Ship nor Carnival Corporation,
is obligated to you for any payments. You are
required to comply with the terms of any agreement
and/or policy now existing, or hereafter entered into
or adopted by Carnival Corporation, with respect to
the carrying on board the Ship and/or use on board
the Ship of any narcotics or other controlled
substances that Carnival Corporation may deem necessary
or desirable in view of the laws, regulations and
policies of any governmental jurisdiction including,
without limitation, the zero tolerance policy of the
government of the United States of America."
(f) Ship's Articles.
---------------
(i) SeaVision irrevocably appoints the Master of a Ship as its agent
with the power of overall supervision of SeaVision's employees on
board the Ship for purposes of health, safety, and discipline.
The Master may delegate this supervisory power to the Ship's
Staff, Captain and/or Xxxxxx.
(ii) Only for purposes of health, safety and discipline and to
facilitate compliance with the immigration laws applicable in a
Ship's base port and other ports of call, SeaVision's employees
will sign on ship's articles; but such adherence to ship's
articles will not in any way detract from or modify the
SeaVision's status as an independent contractor, and its
relationship or its right and obligation to control its
employees, as described in Sections 10(a) through 10(d), above.
Carnival agrees to make all arrangements for SeaVision's
employees to sign on and off ship's articles.
(g) Health and Documentation.
------------------------
(i) SeaVision will employ on-board the Ship only persons who are of
good moral character as well as good health, who hold valid
passports, visas, and all other permit required by any
governmental authority having jurisdiction, in order that they
may enter and leave the base port and other ports where the Ship
may call. Carnival agrees to arrange for all on-board immigration
formalities and to accept responsibility for safekeeping of all
passports or other immigration documents turned over to it by
SeaVision's employees.
-18-
(ii) SeaVision will at its own expense arrange for each of its
employees to receive and pass a complete medical examination
including a chest x-ray and blood test, immediately prior to
serving on-board a Ship and periodically thereafter. The report
of such examination shall be forwarded to the Ship's doctor
indicating that the employee is medically fit for service on-
board the Ship in accordance with standards established by
Carnival and applicable to its own crew.
(h) Grooming. SeaVision's employees will at all times keep themselves
--------
neatly groomed, well spoken, and suitably attired in SeaVision
uniforms.
(i) Removal. In his/her discretion, the Master of a Ship may require,
-------
when he/she determines it necessary in his/her sole discretion to
preserve health, safety or discipline on board the Ship, that any
employee of SeaVision remove himself/herself and his/her belongings
from a Ship at any time when the Ship is in port, and all repatriation
expenses, if any, will be for SeaVision's account. SeaVision shall be
entitled to appeal such removal by referring the matter to Carnival
for final determination, which determination shall be made in good
faith.
(j) Medical Care. At SeaVision's request, and except as otherwise
------------
provided in Section 10(g)(ii), Carnival will furnish without charge,
regular and reasonable on-board medical care by a Ship's doctor, as
well as medicines, for illness and injury suffered by SeaVision's
personnel while aboard the Ship.
(k) Prohibited Items. SeaVision's personnel are not permitted:
----------------
(a) To carry or consume aboard a Ship any firearms or weapons,
narcotics, or other drugs which are prohibited in the Ship's
ports, except pursuant to a program of medical care under the
direct supervision of the Ship's doctor;
(b) To consume alcoholic beverages aboard a Ship to the point of
intoxication or to the point where, during the subsequent
performance of their duties, such consumption could become
apparent to the passengers;
(c) To board a Ship in an intoxicated state without the consent of
the Master;
(d) To engage in gambling aboard a Ship in the Ship's casino or
amongst themselves, or engage in any other illegal activity;
(e) To sell any merchandise to passengers (except in the course of
their duties), or to purchase merchandise from the interactive
system for resale.
11. SeaVision's Other General Obligations.
-------------------------------------
-19-
(a) Safe Stowage. Subject to the approval of the Master of the Ship,
------------
which approval shall not be unreasonably withheld or delayed,
SeaVision will safely stow for sea and will maintain such safe stowage
for sea of all of the System Hardware and Software and its other
property, as well as all property belonging to Carnival which
SeaVision uses to perform its obligations hereunder.
(b) Unseaworthiness. SeaVision will not knowingly or recklessly create an
---------------
unseaworthy condition in the performance of its obligations hereunder.
(c) Careful Operations. SeaVision will care for the property of a Ship
------------------
utilized by SeaVision in performance of its obligations hereunder in a
careful, efficient and businesslike manner.
(d) Compliance with Laws. SeaVision will comply with all laws and
--------------------
regulations (including but not limited to tax laws and regulations) of
all governmental authorities having jurisdiction, relating to
gambling, immigration, repatriation and its operations hereunder.
Carnival shall likewise reasonably assist and fully cooperate with
SeaVision so as to enable SeaVision to comply with such laws and
regulations and shall assist SeaVision to obtain any required
licenses, permits, approvals and consents.
(e) Damaged Property. Each party will, at its own expense, repair or
----------------
replace the other party's property which is damaged by the negligent
acts of such other party's employees, over and above normal wear and
tear.
12. Cruise Scheduling. Sailing and other cruise periods shall be
-----------------
scheduled at the sole discretion of Carnival, who will promptly
furnish SeaVision with an initial cruise and overhaul schedule of the
Ships as well as all changes to a previously delivered schedule within
ten (10) days after such schedule is established or changed. If
notice as required herein is given by Carnival to SeaVision, then
SeaVision shall have no claim against Carnival for any loss or damage
arising from delay, lay up or schedule change of a Ship.
13. Photographs. SeaVision shall not circulate any photographs of its
-----------
operations aboard a Ship for promotional purposes without the prior
written consent of the persons who are the subject of the photographs
and the prior written or oral consent of Carnival, which consent shall
not be unreasonably withheld or delayed.
14. Change of Status.
----------------
(a) Sale or Charter of Ship.
-----------------------
-20-
(i) Carnival may sell or charter a Ship during the term of this
Agreement to bona fide third parties not affiliated with
Carnival. Upon ninety (90) days prior written notice to
SeaVision of the anticipated closing date, the concession granted
hereunder in respect of such Ship shall terminate.
(ii) Upon sixty (60) days prior written notice to SeaVision, Carnival
may sell or charter a Ship during the term of this Agreement to a
corporation which controls, is controlled by or is under common
control with Carnival ("Carnival Affiliate"), provided that
Carnival Affiliate (i) has the authority to operate such vessel
and (ii) assumes, in full, immediately following the closing
date, the obligations of Carnival under this Agreement in respect
of such Ship and fully recognizes SeaVision's rights thereunder.
15. General Average and Salvage.
---------------------------
(a) General Average. General Average shall be adjusted at New York
---------------
according to York-Antwerp Rules 1974, and as to matters not therein
contained, according to the law and usages of the Port of New York.
In case a general average statement be required, the same shall be
adjusted by an Adjuster to be selected and appointed by Carnival and
said Adjuster shall attend to the settlement and collection of the
average, subject to the customary charges. Notwithstanding anything
herein to the contrary, the property of SeaVision shall not be
required to contribute to general average adjustment and shall not be
subject to any lien for general average adjustment.
(b) Salvage. In the event of accident, danger, casualty, damage or
-------
disaster before or after commencement of a voyage resulting from any
cause whatsoever, whether due to negligence or not, for which, or for
the consequences of which, the Ship is not responsible, by statute or
contract or otherwise, SeaVision shall only be required to contribute
with the Ship to pay salvage in respect to SeaVision's property; and
SeaVision shall not be required to contribute to pay salvage awarded
with respect to any other property.
(c) Earned Salvage. SeaVision shall not be entitled to participate in
--------------
earned salvage.
16. Both to Blame Collision Clause. If a Ship comes into collision with
------------------------------
another ship as a result of the negligence of the other ship, and
consequences of which Carnival is not responsible to SeaVision, by
statute or contract or otherwise, SeaVision shall indemnify Carnival
against all loss or liability of the other ship or her owners insofar
as such loss or liability represents loss of or damage to or any claim
whatsoever of SeaVision, paid or payable by the other ship or her
owners to SeaVision and set off, recouped or recovered by the other
ship or her owners as part of their claim against the Ship or
Carnival. The foregoing provisions shall also
-21-
apply where the owners, operators or those in charge of any ship or
ships or objects other than or in addition to, the colliding ships or
objects are at fault in respect of collision or contact.
17. Termination by Withdrawal or Requisition.
----------------------------------------
(a) Withdrawal of a Ship From Trade. Upon at least 90 days prior written
-------------------------------
notice to SeaVision (advising SeaVision of the effective date of the
withdrawal and the expected period of the withdrawal), Carnival may in
its sole discretion withdraw a Ship from the cruise trade
("Withdrawal") and, upon Withdrawal, this Agreement shall terminate as
to such Ship; provided, however, as to Withdrawals for a duration that
will not extend beyond the term of this Agreement, SeaVision shall
have the right to cause this Agreement to merely be suspended as to
such Ship for the duration of the Withdrawal, rather than terminated,
upon written notice to Carnival.
(b) Requisition of a Ship. If any Ship is requisitioned by any government
---------------------
(including, but not limited to, the United States of America) for
title or use and the requisition remains in effect for thirty (30)
calendar days, then this Agreement shall be suspended, but not
terminated for the duration of any such requisition. Carnival shall
have no liability to SeaVision in regards to the requisition.
18. Indemnification.
---------------
(a) SeaVision shall indemnify, defend and hold harmless Carnival and its
successors and assigns from and against any and all liabilities,
claims, suits, damages, judgments, awards, penalties, losses and other
liabilities (including all related reasonable attorneys' fees, costs
and expenses in connection therewith) (collectively referred to
hereinafter as "Losses") suffered or incurred by Carnival by reason
of, arising out of or in connection with (x) any grossly negligent,
willful or intentional act or omission of SeaVision (or an employee,
agent or representative of SeaVision) committed or omitted, as the
case may be, in the course of SeaVision's performance of the terms of
this Agreement, (y) SeaVision's failure to fully perform the terms of
this Agreement or (z) any infringement or alleged infringement of the
Carnival Marks by reason of the sale or delivery by the manufacturer
(used by SeaVision) of the merchandise on which the Carnival Marks
have been imprinted due to SeaVision's negligent failure to comply
with Section 9(d) above, or SeaVision's negligence to use its best
efforts to ensure and accept delivery of merchandise ordered by
SeaVision on which the Carnival Xxxx(s) have been imprinted, except as
otherwise provided herein.
(b) Carnival shall indemnify, defend and hold harmless SeaVision and its
successors and assigns from and against any and all Losses suffered or
incurred by SeaVision
-22-
by reason of, arising out of or in connection with (x) any grossly
negligent, willful or intentional act or omission of Carnival (or an
employee, agent or representative of Carnival) committed or omitted,
as the case may be, in the course of Carnival's performance of the
terms of this Agreement, (y) Carnival's failure to fully perform the
terms of this Agreement or (z) SeaVision's use of the Carnival Marks
or any of them in accordance with the terms of this Agreement.
19. Limitation of Liability. THE WARRANTIES AND REMEDIES EXPRESSLY SET
-----------------------
FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES
AND REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING FROM COURSE OF PERFORMANCE,
COURSE OF DEALING OR USAGE OF TRADE. EXCEPT AS EXPRESSLY PROVIDED HEREIN OR
ELSEWHERE IN THIS AGREEMENT, IN NO EVENT WILL SEAVISION BE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF CARNIVAL'S
USE OF OR INABILITY TO USE THE SYSTEM OR ANY PORTION THEREOF OR FROM ANY DELAY
IN THE SYSTEM ACHIEVING THE TECHNICAL PERFORMANCE STANDARDS OR FROM ANY DELAY IN
THE SYSTEM MEETING, OR ANY INABILITY OF THE SYSTEM TO MEET, CARNIVAL'S
EXPECTATIONS WITH RESPECT TO OPERATIONS OR PERFORMANCE, EVEN IF SEAVISION IS
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION THERETO, SEAVISIONS'
LIABILITY FOR DIRECT DAMAGES OF CARNIVAL ARISING OUT OF ANY OF THE FOREGOING
SHALL IN NO EVENT EXCEED THE AMOUNT OF TWO HUNDRED FIFTY THOUSAND DOLLARS
($250,000) IN RESPECT OF ANY SHIP OR THE AMOUNT OF FIVE HUNDRED THOUSAND DOLLARS
($500,000) IN THE AGGREGATE. IN PARTICULAR, SEAVISION IS NOT RESPONSIBLE FOR ANY
COSTS INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED AS A RESULT OF LOST PROFITS
OR REVENUE, LOSS OF USE OF THE SYSTEM, LOSS OF DATA, THE COST OF RECOVERING ANY
DATA, THE COST OF SUBSTITUTE SOFTWARE, OR CLAIMS BY THIRD PARTIES.
20. Escrow Agreement. At the request of Carnival, SeaVision shall enter
----------------
into an escrow agreement providing for SeaVision's escrow of the source code for
the System upon terms mutually agreeable to SeaVision and Carnival (including,
without limitation, the release of the source code to Carnival if SeaVision
becomes insolvent or if SeaVision fails to provide support services under
subsection 5(h) herein) and with an escrow agent mutually acceptable to
SeaVision and Carnival.
21. Further Assurances of SeaVision's Title.
---------------------------------------
(a) Carnival hereby agrees to execute and deliver to SeaVision, upon the
reasonable request of SeaVision from time to time, such UCC-1
financing statements and
-23-
other documents as SeaVision shall reasonably require for the purpose
of evidencing to Carnival and any third party SeaVision's continued
ownership of all components (hardware and software) of any System
(such financing statements and other documents to describe all such
components and to be in the form required by applicable law).
(b) SeaVision may affix permanent (to the degree reasonably possible),
legible and visible labels on each component of the System (hardware
only), to the extent that doing so is reasonably possible or
practicable. Each such label may clearly indicate that SeaVision
holds title to the component to which that label is affixed.
22. No Grant of Intellectual Property Rights. Except as expressly set
----------------------------------------
forth herein, this Agreement does not and shall not grant to Carnival any
patent, copyright, trademark, trade secret or other intellectual property right
or license, express or implied.
23. Public Announcements. The parties shall consult with each other and
--------------------
issue a public statement with respect to this Agreement as soon as is practical
after the date hereof. During the term of this Agreement, Carnival shall
include a reference to SeaVision in any and all public announcements or
marketing materials referring to interactive television services on-board the
Ships.
24. Arbitration. In the event of any dispute or controversy arising out
-----------
of or related to this Agreement, the parties will seek to resolve any such
controversy first by negotiating with each other in good faith in face-to-face
negotiations between the respective principals of each. In the event a
resolution is not reached in such manner within thirty (30) days after such
negotiations, if any, commence, any remaining dispute or controversy shall
be submitted to binding arbitration under the auspices of and in accordance with
the then-prevailing Commercial Arbitration Rules of the American Arbitration
Association, and any such arbitration shall be conducted in Miami, Florida. The
costs and expenses of arbitration, including, without limitation, attorneys'
fees, shall be borne ultimately as the arbitrator(s) direct. The parties hereby
consent to the jurisdiction of any arbitration held in said locale in accordance
and in connection herewith and hereby consent to comply with the decision and
any award therein made. The arbitration award may be enforced by any court of
competent authority in the same manner as a judgment by a court of law and/or
equity.
25. Right to Make Agreement. Each of the parties hereto represents and
-----------------------
warrants to the other that it has all necessary and appropriate power and
authority to execute, deliver and carry out the terms and provisions hereof and
that its execution, delivery and performance thereof will not constitute a
default by it under any other agreement to which it is a party.
26. Counterparts. This Agreement may be executed in any number of
------------
counterparts, each of which shall constitute an original and all of which
together shall constitute but one and the same original document.
-24-
27. Assignment. Either party hereto may assign this Agreement and its
----------
respective rights, interests and obligations hereunder to any third party
without the consent of the other party hereto; provided, however, that (i) no
such assignment by a party shall relieve that party of any of its liabilities or
obligations hereunder and (ii) SeaVision may not assign this Agreement or any of
its rights or obligations hereunder to any cruise line competitor of Carnival.
It is expressly understood and agreed that, except as provided to the contrary
in the preceding sentence, this Agreement and all of SeaVision's interests and
rights herein and hereunder may be assigned, pledged, mortgaged and/or
hypothecated by SeaVision at its exclusive discretion.
28. Successors. This Agreement shall inure to the benefit of, and be
----------
binding upon, the respective successors and assigns of the parties hereto.
29. Effectiveness. This Agreement shall be effective upon its execution
-------------
by an authorized representative of each party hereto, which execution may for
all purposes be evidenced by facsimile transmission of a counterpart signature
page of this Agreement.
30. Governing Law. This Agreement shall be governed by and construed in
-------------
accordance with the laws of the State of Florida, without regard to its
principles of conflicts of laws.
31. Severability. If any Section or provision of this Agreement, or any
------------
portion of any Section or provision thereof, shall for any reason be held to be
void, illegal or otherwise unenforceable, all other Sections and portions of
this Agreement shall nevertheless remain in full force and effect as if such
void, illegal or unenforceable portion had never been included herein.
32. Notices. All notices and other communications required or otherwise
-------
provided for in this Agreement shall be in writing and sent by registered or
certified mail to:
If to SeaVision: SeaVision, Inc.
00000 Xxxxx Xxxxx 0
Xxxxxx, Xxxx 00000
Attn: Xxxxx X. Xxxxx
If to Carnival: Carnival Corporation
Carnival Place
0000 X.X. 00xx Xxxxxx
Xxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxx
or to such other place as SeaVision or Carnival, as the case may be, may from
time to time designate in accordance herewith.
-25-
33. Entire Agreement; Modification. This Agreement, including the
------------------------------
Exhibits attached hereto, contains the entire agreement of the parties on the
subject matter hereof, and supersedes any and all prior agreements, if any, with
respect to such subject matter. This Agreement may not be changed, modified or
supplemented except by the written agreement of the parties.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the date first above written.
ATTEST: SEAVISION, INC.
By:
-------------------------- -----------------------
Its: Its:
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ATTEST/WITNESS: CARNIVAL CORPORATION
By:
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Its: Its:
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-26-
EXHIBIT A
Primary Hardware and Software Components of
the System to be provided by SeaVision
--------------------------------------
Components:
. Digital File Server - Pentium based server machine [Redacted -
confidential treatment requested]
. Communications Control Processor - Pentium based server with [Redacted -
confidential treatment requested]
. SeaVision Interactive Allocator - Version 1.2 software for [Redacted -
confidential treatment requested]
. SeaVision ISP Session - Version 1.2 software for [Redacted -
confidential treatment requested]
. SeaVision Database Engine - Version 1.2 software for [Redacted -
confidential treatment requested]
. SeaVision CCP Interface - Version 1.2 software for [Redacted -
confidential treatment requested]
. SeaVision SPMS Protocol - Network interface specification to enable
development of custom interface to property management system.
EXHIBIT B
I. Entertainment and Interactive Services to be Provided by SeaVision
------------------------------------------------------------------
"Basic" SeaVision Package: Services Provided at No Charge
---------------------------------------------------------
. Language Options: The various preview, ordering and information
services provided on the System will be available in English, French,
Spanish, Italian, Portuguese and German.
. In-Cabin Room Service Ordering: Passengers will be able to order
Carnival's standard room service menu, including beverages charged to
their cabin account, through the System. Orders will be printed out
in appropriate pantries and/or galleys for delivery by Carnival
personnel. SeaVision shall provide, as part of the System, printers
and/or monitors to be used in such pantries and/or galleys for such
purpose.
. Shore Excursion Ordering: Passengers will be able to watch videos of
shore excursions and purchase tickets for shore excursions on and
through the System by using their television remote-control. Orders
will be printed out in the Shore Excursion Office of the applicable
Ship, with tickets in respect thereof to be delivered by Carnival
personnel. The System will provide appropriate inventory control or
will interface with Carnival's inventory control system.
. Wine Ordering: Passengers will be able to view a wine menu on the
System and order their selection with their television remote-
controls. Orders will be printed out in the Wine Xxxxxxx'x office or
wine cellar, for delivery by Carnival personnel at the designated
meal. Cabin accounts will be charged accordingly.
. Passenger Folio Review: Each passenger will be able to use the System
to review a summary of their on-board account.
Carnival shall be responsible for providing all ticket stock, videos
and photographs for shore excursions and wine ordering. Carnival may
choose, at its option, to produce its own videos and photographs,
retain SeaVision for this purpose and reimburse SeaVision for all its
costs incurred in connection with producing the same, or contract with
a third party to produce such videos and/or photographs, provided,
however, that any videos and photographs produced by any such third
party shall in all ways meet SeaVision's technical standards for use
on the System. If Carnival elects to have SeaVision produce any such
videos or photographs, SeaVision shall provide Carnival with detailed
cost estimates prior to the initiation of video and photograph
production, and such estimates shall be subject to Carnival's written
approval. Such estimates will include the cost of pre-production
scripting and preparation and the cost of sending crews aboard
Carnival's Ships for taping, photographing and post-production
editing. Carnival shall pay these costs directly to SeaVision as a
vendor. Notwithstanding the foregoing, the parties have agreed, in
respect of the Initial Ship, to [Redacted - confidential treatment
requested] the cost of producing shore excursion videos not available
as of this date in SeaVision's library, which videos will then be
available to both parties for their use. Carnival shall make its
library of videos and photographs for shore excursions used in
connection with the Initial Ship available to SeaVision for
SeaVision's use in connection with the conduct of its business.
SeaVision shall make its library of videos and photographs for shore
excursions available to Carnival for Carnival's use on the System in
connection with the conduct of its business.
. Interface with Carnival's Property Management System: Each System will
interface with the applicable Ship's property management system to
enable appropriate charges to be applied to passenger accounts.
Carnival shall undertake at its own cost any programming necessary to
allow the applicable Ship's property management system to effectively
interface with the System.
. Access Control: The System will be designed to limit access to only
those persons who are adult passengers or who are minors under adult
supervision. Passengers will be able to limit access to various
services, such as gaming and adult programming, by enabling lock-out
codes and using password procedures, all of which shall be subject to
Carnival's approval which shall not unreasonably be withheld, delayed
or conditioned.
. Report Generation: The System will generate detailed activity reports,
which will be made available to Carnival for the purposes of revenue
payments to SeaVision. The format of the reports shall be mutually
agreed upon by Carnival and SeaVision. SeaVision shall also provide,
at Carnival's request, reports pertaining to passenger usage of the
System.
Services to be Provided at No Charge, but Contingent Upon Carnival Providing the
--------------------------------------------------------------------------------
Appropriate Content
-------------------
. Ports of Call and Shopping Information: Passengers will be able to use
the System to obtain information regarding on-board shopping, ports of
call and shopping at ports of call.
. Cruise Information: Passengers will be able to use the System to view
cruise information about Carnival cruises and to request additional
on-board cruise information.
. Gaming Tutorial: Passengers will be able to use the System to view
in-cabin gaming and casino video tutorials.
. Ship Position and Weather Information: Passengers will be able to use
the System to obtain information regarding the Ship's position
throughout the cruise and to obtain weather information.
. Safety Instructions: Passengers will be able to view general safety
instruction videos on the System.
. Emergency Broadcast Messages: Designated members of the Ship's crew
will be able to use the System to deliver emergency broadcast messages
to all televisions connected to the System.
. Passenger Evaluations: Designated members of the Ship's crew will be
able to use the System to collect information from passengers
regarding passenger evaluation of various activities and services.
. CARNIVAL CAPERS: Passengers will be able to view CARNIVAL CAPERS from
any television connected to the System, with dynamic updating of
CARNIVAL CAPERS by the Ship's staff at any time.
Revenue-Generating and Pay-Per-View Entertainment
-------------------------------------------------
NOTE: Carnival will be entitled to a portion of the Adjusted Gross Revenues
generated by the following services, pursuant to and in accordance with the
terms of Section 3 of the Agreement.
. Video-on-Demand: Passengers will be able to purchase movies and other
entertainment options such as taped concerts, on demand, using the
System and their television remote-control. SeaVision shall determine
the fee (subject to Carnival's consent not to unreasonably be
withheld) that will be levied for each such order and charged to such
passengers' respective cabin accounts. Subject to Carnival's
approval, adult programming may be offered.
. Gaming Options: Passengers will be able to play video slots, poker and
blackjack on the System, when permissible under applicable laws. The
payoff percentages shall be the same as those paid by Carnival in its
on-board casinos. Any additional games that SeaVision may desire to
provide on the System, or changes to the rules of existing games,
shall be subject to the parties' mutual agreement. Any changes to the
rules of existing games must be approved by Carnival. SeaVision will
determine the value of each individual credit that passengers may
purchase and charge to their cabin accounts. Credits may be redeemed
at a location designated by Carnival.
. Shopping: SeaVision will offer passengers shopping videos and
interactive video shopping on and through the System. Carnival will
retain the right to approve the items offered for sale and the vendors
providing those items. In the event Carnival elects to offer its own
items for sale on and through the System, Carnival shall pay all
related production costs incurred by SeaVision directly to SeaVision
as a vendor and SeaVision will be entitled to a share of the Adjusted
Net Revenues generated therefrom (net of the costs to Carnival of the
goods sold) pursuant to and in accordance with the terms of Section 3
of the Agreement (except that Carnival shall be entitled to retain
[Redacted -confidential treatment requested] of such Adjusted Net
Revenue). Access to the System by concessionaires on board the
applicable Ship, including but not limited to the on-board shops,
casino, beauty salon and spa, and photographer, will be by agreement
between SeaVision, Carnival and those vendors. Carnival will be
entitled to [Redacted - confidential treatment requested] of the
Adjusted Net Revenues generated by any fees paid by such purveyors,
pursuant to and in accordance with the terms of Section 3 of the
Agreement.
. Advertising and Promotions: SeaVision shall have the exclusive right
to provide access to the System to third parties for the purposes of
advertising, promotions and marketing of their companies, products or
services.
Carnival shall retain the right to approve such third party
advertisers as will be given access to the System and the manner in
which any such advertising is presented. Carnival shall designate the
individual responsible for granting such approvals on its behalf, and
such individual shall provide SeaVision with general guidelines for
advertising and marketing activities and the procedure SeaVision shall
follow in submitting advertising and marketing proposals for
Carnival's consideration. Carnival shall notify SeaVision of its
approval or denial of an advertising or marketing proposal within 30
days after SeaVision's written submission thereof. In the event
Carnival fails to notify SeaVision of its decision within that period,
it shall be deemed to have approved that written submission. Carnival
will be entitled to a portion of the Adjusted Gross Revenues generated
by such advertising and marketing promotions on the System, pursuant
to and in accordance with the terms of Section 3 of the Agreement.
Miscellaneous Optional Services (To be offered
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only upon the mutual agreement of the parties)
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. Digital Photography: Passengers will be able to view in their cabins
personal photographs taken by the on-board photo concessionaire. The
System will display the photographs allowing the passengers to
purchase a variety of sizes and poses. This service can include,
subject to Carnival approval, kiosk-based applications which will
provide an entertaining and easy-to-use graphical, touch screen
interface to purchase "instant" photographs with a wide variety of
backgrounds
and in various sizes. Allocation of the digital photography revenues,
less cost of materials, will be determined by the mutual agreement of
the parties as a condition to this service being provided.
. Services Reservations: Passengers will be able to place reservations
for on-board personal services and functions.
. Electronic Messenger: Electronic messages will be able to be sent to
individual passengers or to designated groups of passengers.
. Tutorial Video: Passengers will be able to view a System tutorial
video.
. Cabin Maintenance: The crew of the Ship will be able to centrally log
cabin maintenance requirements.
. Kiosks: Upon terms and subject to conditions to be agreed upon by the
parties.
EXHIBIT C
SeaVision Production Services Charges
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Field Production Video
. Shore Excursions **
Gaming Demonstrations **
Health Spa Promotional Piece **
Shopping Items (shooting in studio) **
. Passenger Questionnaire Intro by CEO **
Post Production Video
. Editing **
MPEG Process **
**
Tape Stock/Beta SP **
Post Production Audio
. Studio Time **
. Voice Over Talent for Shopping, Shore Ex. **
Editing **
Music Background **
Copywriting **
WAV Formatting **
MPEG Audio Formatting **
**
Tape Stock/DAT **
Screen Production
. Static Screen
Animation Screen
Foreign Language Translation
. Language Translations **
Voice Over Talent **
Studio Time **
Screen Translations
** [Redacted - confidential treatment requested]
Such charges may be adjusted from time to time by SeaVision, but,
throughout the term of this Agreement, SeaVision shall not offer more
favorable rates than those then in effect hereunder to any of its other
customers.
EXHIBIT D
Preliminary ITV Deployment Schedule
for Carnival Cruise Lines
-------------------------
Task Date
================================================================================================================
Formalize Operating Agreement or Date of Designation 2/15/96
Provide Carnival Cruise Lines (CCL) with phased deployment strategy document. This 3 days
document will serve as the primary reference for all technical and operational issues
relative to the installation and operation of the ITV system. All SeaVision and CCL staff
that are actively participating in the coordination of the ITV system installation will receive
a copy of this document. The document will be updated and redistributed on a weekly
basis to reflect new discovery and operating decisions that are made through out the initial
development period.
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Facility assessment document delivered to CCL. This document will aid CCL in preparing 4 days
for a ship board survey of the ships RF distribution system, broadcast control center,
property management system, and other related facilities. The document will request items
like copies of the ships RF distribution design drawings, floor plans for the broadcast
center, and information on the make and model of the cabin televisions.
----------------------------------------------------------------------------------------------------------------
Initial strategy meeting takes place at CCL's Miami office to discuss each ITV application week 1
module in detail. This meeting will involve department heads from the following areas:
Food and Beverage, Casino, Shore Excursion, Hotel operations, MIS, Reservations, and
Entertainment. The basic functionality of each ITV module will be discussed and adjusted
based upon the capabilities of the respective ship board system or service that it will be
associated with. Installation timetables are reviewed and finalized. A review of all
content to be provided by CCL is completed, turn around times are agreed upon. Content
to be provided by CCL includes items like shore excursion videos, wine labels and room
service menus. CCL will also be requested to provide certain props to aid in the screen
production. For example, CCL casino chips for the gaming module.
----------------------------------------------------------------------------------------------------------------
Two person team arrives on the ship to perform a thorough survey of the ships facilities. week 2
While on board, the survey team will complete a test of the integrity of the existing RF
plant and complete an engineering design for upgrade of the plant to a bandwidth of 750
MHz with and two way data path. Select a primary and secondary location for placement
of the ITV server and subsystem racks. Meet with Chief Engineer and agree on a final
location and specify power requirements for operation of the system. Qualify locations for
remote peripheral devices. For example, pantry printers.
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Network engineer meets with CCL PMS manager to specify interface protocol and week 2
development schedule.
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SeaVision marketing and operations staff to meet with ships Hotel Director while ship is in week 2
port. Hotel Director is debriefed as to how the system will integrate with the day to day
operations of the vessel. Subsequent orientation meetings are scheduled with the Chief
Xxxxxxx, Food and Beverage Manager, Shore Excursion Manager, and Cruise Director.
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Progress meeting in Ohio with CCL management team to review and sign off initial screen week 3
designs, story boards, and voice prompts.
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Engineering and design of the cabin TV interface. week 4
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Progress meeting in Ohio with CCL management team to complete final review of all week 5
content production.
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Begin testing of PMS interface via ISDN Internet connection between CCL Miami office week 6
and SeaVision Oakland office.
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Six person installation team arrives on board the ship. Four installer technicians begin TV week 6
modification and cabin terminal control module installation at the rate twelve per day per
person. Two RF engineers begin upgrade and of distribution system.
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CCL ship board personnel complete necessary AC power circuits for ITV racks. week 6
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Two hardware engineers arrive on board to begin rack placement, wiring and testing. week 8
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All SeaVision and CCL provided content production is complete. week 8
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Six person installation team completes all cabin TV's and terminal installations. Final week 9
testing of RF system is complete. Addendum's are added to the ship board RF
engineering drawings to reflect the work performed by SeaVision. Team departs ship.
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Two hardware engineers complete component installation and system power up. Depart week 10
ship.
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Two systems engineers arrive on board to begin software uploads and PMS interface week 10
testing.
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SeaVision System Manager arrives on board for orientation of ships systems and to begin week 10
configuration of the ITV system.
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Dry run testing of system begins in designated passenger cabins occupied by SeaVision or week 11
Carnival personnel.
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Activation of SeaVision Interactive Services for Carnival Cruise Line passengers. Systems week 13
engineers depart ship. System manager assumes day to day operation of the ITV system.
================================================================================================================
EXHIBIT E
Technical Performance Standards of the System
---------------------------------------------
Server Capacity
. The system will be sized according to actual usage demand of the ship.
Demand levels change throughout the term of the Agreement. Some of
the factors that effect sizing of the system include the following:
[Redacted - confidential treatment requested]
. During routine operation of the system will meet [Redacted -
confidential treatment requested] of the load demand [Redacted -
confidential treatment requested] of the time. As usage statistics
from the system change, SeaVision will make periodic sizing
adjustments to ensure the capacity of the system supports this load
demand.
. Average wait time for logging onto the system should be no longer than
[Redacted - confidential treatment requested] Once on the system
switching between services should be no longer than [Redacted -
confidential treatment requested] including trace time, as if you were
viewing the television at home.
RF System
. The SeaVision RF mixing network located in the BCC will support the
ships existing Free to Guest channels. A total of twelve channels
will be allocated for this purpose. The SeaVision RF mixing network
will act as the final launch point for input the ships RF plant.
. The final output of the mixed signals will be +15dBmV flat +/-3dB.
. The ships existing launch amplifier will be set in accordance to the
ships RF design specification but shall not exceed a +45 dBmV output
level. The maximum tilt shall not exceed 6 dB across the amplifiers
entire bandwidth.
. The minimum Carrier to Noise ratio at the end of any RF trunk in the
ships RF plant shall be 41 dB or better.
. Adjacent channel visual carriers shall not differ more than 3 dB.
. All passive devices will have a minimum port to port isolation of 20
dB.
. An RF return module will be added to the ships RF amplifiers, if the
amplifiers will support the device. If the amplifier will not support
the RF return module then the entire amplifier modules will be
removed. Depending on availability, the new amplifiers will be of the
same manufacturer and model series in order to utilize the existing
housings and plant connections.
EXHIBIT F
Carnival Marks
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1. Carnival Marks
-- --------------
Xxxx Class Protection Status of U.S. Rights
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Camp Carnival + design 39, 41, 42 registered under #1853842 on 9/13/94
Carnival 39, 41, 42 registered under #1495405 on 7/5/88
Carnival 41 (at sea) registered under #1489673 on 5/24/88
Carnival 41 (land-based) registered under #1591384 on 4/10/90
Carnival 39 (airline) registered under #1592400 on 4/17/90
Carnival 39, 42 (travel agency svcs.) filed 8/30/95-Ser. #75/724, 010
Carnival Cruise Lines 39, 25 registered under #1489408 on 5/24/88
Carnival Destiny 39, 41, 42 filed 4/5/95-Ser. #74/656,424
Carnival's Cruise Vacation
Protection Plan common law rights
Carnival's Got the Fun! 39, 41, 42 registered under #1487129 on 5/3/88
Celebration 39, 41, 42 registered under #1614283 on 9/18/90
Reverse-C logo 39, 41, 42 registered under #1434247 on 3/24/87
Reverse-C logo 39 registered under #1594583 on 5/1/90
Ecstasy 39, 41, 42 registed under #1746109 on 1/12/93
Fantasy use by agreement with Chandris Fantasy Line
Fascination 39, 41, 42 filed 1/31/94-Ser. #74/485,088
Fly Aweigh 39 registered under #1089880 on 4/18/78
The Fun Ships 39 registered under #1112889 on 2/6/79
The Fun Ships 41, 42 registered under #1451397 on 8/14/87
The Fun Ships 39 (airline) registered under #1593456 on 4/24/90
Holiday 39, 41 registered under #1655789 on 9/3/91
Imagination 39, 41, 42 filed 1/31/94-Ser. #74/485,086
Inspiration 39, 41, 42 filed 1/31/94-Ser. #74/503,432
Jubilee 39, 41, 42 registered under #1656449 on 9/10/91
*Most Popular Cruise Line
in the World 39 registered under #1630363 on 1/1/91
Sensation 39, 41, 42 registered under #1,937,420 on 11/21/95
Ship funnel (wing design) 39, 41 registered under #1,814,770 on 11/30/93
Tropicale 39, 41, 42 registered under #1666109 on 11/26/91
Vacation People (The) 39, 41, 42 registered under #1748912 on 1/26/93
We've Got the Fun! 39 registered under #1368211 on 10/29/85
We've Got the Fun! 41, 42 registered under #1443595 on 6/16/87
What's Your Idea of Fun? 39, 41, 42 filed 11/3/95-Ser. #75/014,930
**Your Kind of Fun 39, 41, 42 registered under #1918884 on 10/10/95
* Official translation in the following languages:
French: La Ligne de Croisiere la Plus Populaire du Monde!
German: Die Beliebteste Kreuzfahrtlinie der Welt!
Dutch: De Meest Populaire Cruisemaatschappij ter Wereld
Hebrew: [written in Hebrew]
Spanish: La Linea de Cruceros Mas Conocida Del Mundo
Italian: Con La Compagnia di Navegazione Piu Famosa Nel Mondo
Portugese: A Companhia de Cruzeiros Mais Popular Do Mundo
** Official Translation in the following languages:
German: Das richtige Vergnugen fur Sie
Portugese: Onde voce se diverte como gosta
Dutch: Het plezier waar u naar zoekt
Italian: Scegli Il Tuo Divertimento!
French: A chacun son bonheur
Hebrew: (written in modern Hebrew)
Spanish: Tu Estilo de Diversion
2. Marks and slogans developed or to be developed by Carnival or SeaVision for
use on the System on board Carnival Vessels.
3. Nautica Spa & Seahorse Design is the property of Nautica Apparel, Inc. and
may only be used on the System on board Carnival Vessels in order to
identify the services offered by the Nautica Spa and bathrobe sold therein.
4. Any and all published or nonpublished material, marks, slogans, designs and
photography in which Carnival has acquired intellectual property rights,
including without limitation the names of casino games developed by or for
the benefit of Carnival, the names of dining areas, lounges, bars, grills,
casinos, discos, libraries and other locations on board Carnival Vessels.
