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Travel agents and travel agencies promote, market, take reservations for and otherwise broker Viking River Cruises Inc.’s (“Viking ”) sale of cruises and other Viking products (individually and collectively, the “Viking products”) to guests and passengers. Viking has unilaterally adopted this Advertising and Commissions Policy (this “Policy”) to support fair and transparent advertising practices to promote accurate disclosures with respect to promotions and advertising of Viking products to the public, to protect Viking’s reputation and brand as a premium offering, and to better compete with other travel offerings.

By offering and selling Viking Products, travel agencies and travel agents working with travel agencies who promote, market, take reservations for and otherwise broker Viking products are subject to this Policy and are expected to communicate the contents of this Policy among their travel agents (individually, a “Travel Agent” and collectively, the “Travel Agents”).

This Policy applies to any print or electronic media or solicitation or promotional materials containing Viking Marks (defined below) or referencing Viking products, including without limitation telephone, in-person, newspaper, direct mail, magazine, catalogs, flyers, TV, radio, e-mail, Internet, and/or Internet booking engine (individually and collectively “Media”). Under this Policy, Travel Agents are free to conduct their business as they see fit and it is entirely within the discretion of the Travel Agent whether to comply with this Policy; however, Viking will take any action it deems necessary to protect its image and competitiveness, including but not limited to, terminating and discontinuing to sell through any Travel Agent that violates the terms of this Policy.

1. PUBLISHED PRICING.

1.1 Published Pricing. A Travel Agent will not advertise, promote or offer in any Media any Viking Product for a price less than the “Published Rate.” The Published Rate shall mean:

  1. The Viking price for the product on its website www.vikingcruises.com and GDS systems;
  2. The price provided to Travel Agent for short-term promotions that have been expressly authorized in writing by Viking for use in advertising and elsewhere; and
  3. The price for bookings through Viking’s Group Reservation department as stated on the group contract (“Group Rates”) when offered by Travel Agent solely to a closed audience and not in any media available to the general public. See Section 3 Group Rates.

Viking will provide advance written notice to Travel Agents if a particular Viking Product may be advertised, promoted or offered in Media at a rate below than the Published Rate.

1.2 Marketing Incentives. Except as provided in Sections 1.2.1 and 1.2.3, without Viking’s prior written consent in its sole discretion, a Travel Agent shall not promote, market or provide cash or non-cash marketing incentives on any Viking product.

1.2.1 Non-Cash Marketing IncentivesNon-cash marketing incentives (defined below) may not be offered or provided Viking guests/passengers as promotions or incentives to sell Viking products, whether before, on or after a cruise except as permitted under this Section 1.2.1. Non-Cash marketing incentives are those offered to a guest/passenger before, on or after a Viking cruise that have no redeemable cash value.

A Travel Agent may combine a Published Price with non-cash marketing incentives, provided the following conditions are all met:

  1. The non-cash marketing incentives are part of a sales & marketing plan promoting Viking products to be redeemed and used onboard the booked Viking cruise.
  2. The actual or perceived total retail value (in USD) of the non-cash marketing incentives cannot in the aggregate exceed the following: (i) for one (1) to seven (7) nights on Viking vessel, $150 per guest; (ii) for eight (8) to fourteen (14) nights on a Viking vessel, $300 per guest and (iii) for fifteen plus (15+) nights on a Viking vessel, $500 per guest.
  3. For any non-cash marketing incentives that are not redeemable from Viking during the Viking cruise, then the retail value of the non-cash marketing incentive offered or provided by Travel Agent cannot exceed $100 per booking for agency branded items.

Pre-approval by Viking for non-cash marketing incentives permitted under this Section 1.2.1 is not required; however, Viking reserves the right to review promotional offers to ensure they align with this Policy and Viking brand guidelines and standards and may suggest that Travel Agents remove, suspend or change offers should they not meet this criteria. Non-cash marketing incentives are only applicable on a per product basis, as marketed on the Viking website.

1.2.2 Cash Marketing Incentives. Cash marketing incentives (defined below) may not be offered or provided by or on behalf of Travel Agents to Viking guests/passengers as promotions or incentives to sell Viking products, whether before, on or after a cruise. Cash marketing incentives include cash, gift cards, gas cards, rebates, refunds, transfers, pre-paid gratuities, third party cash back offers, free or discounted vacation protection coverage, free or discounted hotel nights, reduced airfare, deductions of any amount from the Published Price to be paid by the guest or returns/rebates of any portion of a client’s money to that client, or any other item that is equivalent to or equates to cash and is not redeemed from Viking during a Viking cruise.

1.2.3 Points and Miles. A membership program that allow members to redeem points/miles or the equivalent for travel shall be offered by a Travel Agent as a non-cash marketing incentives for Viking products, provided that the program and Travel Agent meet all of the following requirements:

  1. The points/miles are offered only through a membership program that requires credentials for its members (i.e., member IDs, passwords and membership cards) and the Travel Agent can demonstrate it is in a partnership with the third party providing the points/miles/equivalent.
  2. When a member is using points/miles or the equivalent on a Viking product purchase, the value from the points/miles/equivalent cannot exceed 25% of the Published Price.
  3. Membership points/miles or the equivalent are earned on every transaction and cannot include special promotional point/miles or the equivalent opportunities provided by the membership program; and
  4. The Travel Agent has obtained Viking’s written approval prior to advertising, promoting or offering points/miles or the equivalent for Viking products in any Media.

Provided the Travel Agent meets all of the foregoing requirements, a Travel Agent may offer such points/miles or the equivalent as marketing incentives for Viking Products; however, Viking reserves the right to periodically validate Travel Agent’s participation with membership program and review promotional offers to ensure they align with this Policy and Viking brand guidelines and standards and may suspend or revoke approval or suggest that Travel Agents remove, suspend or change offers should they not meet this criteria.

1.2.4 Complete Cruise Fare. Subject to applicable federal, state or provincial law, the Travel Agent must always include the full commissionable portion of the booked fare in the rate shown or communicated. This is consistent with the definition contained in the ticket contract, with only fuel surcharges and “Cruise Taxes, Fees, and Port Expenses” (defined below) listed separately. The fuel surcharge disclosure must be:

  1. Placed above, beneath or next to the pricing, and above or before the standard disclaimer. It may not be included as part of the standard disclaimer;
  2. Formatted in a bold font and in a font size that is approximately the same size as the text of the ad, but in no event in a font size smaller than 7 point; and
  3. Referred to as “Fuel Surcharge”. Do not use “supplement” or any other descriptor.

For the required fuel surcharge disclosure and standard disclaimer text, refer to the co-op advertising guidelines available at https://www.myvikingjourney.com/Agent/Resources. You should check periodically for updated text as it is subject to change without notice at Viking’s discretion.

Cruise Taxes, Fees, and Port Expenses” may include any and all fees, charges, tolls and taxes imposed on Viking, by governmental or quasi-governmental authorities, as well as third party fees and charges arising from a vessel’s presence in a harbor or port. Cruise Taxes, Fees and Port Expenses may include U.S. customs fees, head taxes, Panama Canal tolls, dockage fees, wharfage fees, inspection fees, pilotage, air taxes, hotel or VAT taxes incurred as part of a land tour, immigration and naturalization fees, and Internal Revenue Service or the equivalent fees, as well as fees associated with navigation, berthing, stevedoring, baggage handling/storage, and security services. Cruise Taxes, Fees, and Port Expenses may be assessed per passenger, per berth, per ton or per vessel. Assessments calculated on a per ton or per vessel basis will be spread over the number of passengers on the Vessel. Cruise Taxes, Fees and Port Expenses are subject to change and Viking reserves the right to collect any increases in effect at the time of sailing even if the fare has already been paid in full.

1.3 Restricted Promotional Pricing. Travel Agent is responsible for ensuring compliance with the eligibility requirements of restricted promotional fares (for example military or senior’s rates or similar promotions) for all reservations made with Viking and shall at all times ensure that such fares are not knowingly offered or displayed to ineligible guests via any means, including through any internet or other distribution channel. If Travel Agent offers or displays restricted promotional fares to ineligible guests whether deliberately or due to the inability of any applicable distribution channel to prevent such display, then Viking (1) may at any time thereafter and in its sole discretion remove such Travel Agent’s access to such rates, and (2) reserves the right to collect the difference between the fare paid and the lowest available fare for which the guest(s) are eligible by deducting the amount from any commissions owed to such Travel Agent under the applicable distribution channel.

Notwithstanding the foregoing, if an ineligible restricted promotional fare is offered or displayed as a result of a guest misrepresenting himself or herself to Travel Agent, Viking will not take the action set forth in clauses (1) and (2) above and will instead collect the fare difference directly from the guest.

1.4 Currency Policy. Travel Agents must market, quote and transact in USD currency for all bookings to U.S. residents for Viking products. Travel Agents must market, quote and transact in Canadian currency for all bookings to Canadian residents for Viking products.

1.5 Invoicing. All Viking invoices to guests/passengers will be printed only with Viking’s published prices. The Travel Agent shall not alter any invoice issued by Viking. Any request for Viking to alter invoices will not be honored.

2. ADVERTISING. Advertising by or on behalf of a Travel Agent in any Media of any Viking Product (“Advertising”) must not contain any message that states, directly or indirectly, that Viking products are offered or sold below Published Rate or at any special price, discount, or reduction not specifically authorized by Viking. Examples of prohibited messages include: “Discount,” “Rebate,” “On Sale,” “Save %,” “Save $$,” “Gift Card,” “Gift Certificate,” “Gift,” “Cost,” “Low Cost,” “Price,” “Lowest Price,” “Best Price,” “Beat Any Price,” “Special Price” or similar terminology. In addition, Advertising must not: (i) be abusive, obscene, profane, sexually explicit, violent, or threatening in nature; or (ii) contain content that expresses bigotry, racism or hate. Travel Agents may advertise or promote their service and quality. Travel Agents may offer marketing incentives to the extent permitted under Sections 1.2.1 and 1.2.3. All Advertising must comply with applicable laws and advertising standards.

3. GROUP RATES. Group Rates less tour conductor credits or other discounts may not be advertised in any media. Group Rates may not be offered on an Internet site or Internet booking engine, even if such Internet site requires users to register and use a password for access, or employs other restrictive devices, unless (1) access to view the rate is restricted to a closed audience who reaches the Internet site or Internet booking engine through a link embedded in a targeted email or through use of a specific promotional code that is provided only to the closed target audience, (2) it is not otherwise viewable to the general public in any way, and (3) the Internet booking engine or Internet website is hosted by the agency of record on the Group Contract. Viking reserves the right to determine, in its sole discretion, what does and does not constitute a closed audience.

4. NO AUTHORIZED AGENTS. No Travel Agent shall represent itself as an authorized or preferred agent of Viking or otherwise create a false impression of affiliation with and/or sponsorship by Viking. All Travel Agent marketing and promotional materials in Media) must clearly distinguish the identity of the Travel Agent vis-à-vis the identity of Viking. Each web page in a Travel Agent’s website that contains Viking Marks or references Viking products shall clearly and prominently indicate that the Travel Agent is the website owner and/or operator. If the Travel Agent makes authorized copies of Viking’s marketing materials or trademarks pursuant to Section 6 herein, then (i) the Travel Agent’s name and trademarks must appear as prominent and distinct from, and shall not incorporate any, Viking Mark (hereinafter defined), and (ii) the use of such marketing materials and the Viking Marks shall otherwise comply with Section 6 herein.

5. COMMISSIONS.

5.1 Commission Plan. In consideration for promoting, taking orders for and otherwise brokering Viking’s sale of Viking products to guests and providing related services, the Travel Agent shall be entitled to Viking’s commission at the time of booking. Commissions are deemed not to have been earned by a Travel Agent (i) until twenty-nine (29) days prior to the guest/passenger’s travel on cruise, air, extensions, and insurance; and (ii) until completion of the guest/passenger’s travel for shore excursions, gifts, and beverage packages. The Travel Agent shall not deduct or ‘short pay’ amounts from commissions and apply it to monies due Viking for a guest/passenger’s booked Viking cruise, air services, pre/post extensions, shore excursions, non-cash marketing incentives, onboard amenities, gifts, or other Viking products.

In the event that a Travel Agent requests to transfer, or ‘takeover’, a booking the initial sale of which was between Viking and the guest/passenger, the Travel Agent shall be entitled to Viking’s commission when the following conditions are met:

  1. The Travel Agent is in possession of the booking/invoice number.
  2. The Travel Agent initiates the ‘takeover’ within sixty (60) days of the booking date for new guest/passengers.
  3. Final documents for the guest/passenger’s travel have not been printed.
  4. The Travel Agent has acted as the agent on record for any previously purchased Viking products, provided conditions and are met.

In the event that a Travel Agent requests to transfer, or ‘takeover’, a booking, the initial sale of which was conducted between Viking and a different Travel Agency, the Travel Agency on record must supply written authorization for Viking to release the booking to the requesting Travel Agent and Travel Agency.

5.2 Additional Commission Plans. Viking may also announce additional commission plans from time to time to further incentivize Travel Agents in their marketing and promotional efforts. Provided the Travel Agent is in compliance with this Policy (as amended from time to time), the Travel Agent may participate in such additional commission plans. If a Travel Agent is not in compliance with this Policy, the Travel Agent shall not be entitled to participate or receive commissions under an additional commission plan.

6. INTELLECTUAL PROPERTY.

6.1 Copyrights. For the sole purpose of promoting, taking orders for, or otherwise brokering Viking’s products (collectively, the “Services”), Viking hereby grants to the Travel Agent a limited, revocable, non-exclusive, non-transferable license (“Copyright License”) to reproduce and distribute Viking’s copyright protected marketing materials, which materials are available directly from Viking, so long as the reproduction and distribution of such materials complies with this Policy and the terms of use on Viking’s website and the Portal. The Copyright License is revocable at any time by Viking, in its sole discretion.

6.2 Trademarks. For the sole purpose of providing the Services, Viking hereby grants to the Travel Agent a limited, revocable, non-exclusive, non-transferable license (“Trademark License”) to use the Viking Marks (as defined below), so long as the use of such trademarks complies with this Policy and the terms of use on Viking’s website and the Portal. The Trademark License is revocable at any time by Viking, in its sole discretion.

In the course of performing authorized activities under the Copyright License and/or the Trademark License, the Travel Agent shall not misappropriate or copy any Viking name, design, logo or any other trademark or service mark in which Viking or its affiliates owns (the “Viking Marks”, which include without limitation “Viking,” “Viking River Cruises,” “Viking Ocean Cruises,” any mark containing the word “Viking” in a way that causes, or is likely to cause, confusion, or create a false impression as to the affiliation and/or sponsorship of the Travel Agent by Viking). The Travel Agent shall not incorporate any Viking Mark as part of any other trademark, including that of the Travel Agent. If the Travel Agent uses a Viking Mark, as embodied in the copyright protected materials in which the limited Copyright License is granted, the Travel Agent shall place either the ® or TM symbol, as appropriate, adjacent to the Viking Mark and shall state that the Viking Marks used are “owned by Viking River Cruises, Inc. or its affiliates”.

Each Travel Agent shall permit an authorized representative of Viking to inspect at all reasonable times the Services being provided or sold and any materials used in association with same in order to enable Viking to verify that such Services and the use or display of the Viking Marks meet the standards set out by Viking from time to time. A Travel Agent shall promptly correct any deficiencies in the Services or its respective use or display of the Viking Marks that are brought to the attention of said Travel Agent and to refrain from providing any Services and stop all uses or displays of any Viking Marks that, in the reasonable opinion of the Travel Agent, do not meet such standards.

Except for the Trademark License, each Travel Agent agrees that Viking (or its licensors, as applicable) possesses the absolute and exclusive right, title and interest in and to the Viking Marks and the Viking Marks and all goodwill attached thereto shall remain the sole property of Viking. For the avoidance of doubt, each Travel Agent acknowledges that the Viking Marks and the goodwill associated therewith, whether now existing or arising in the future, are the exclusive property of and shall enure to the sole benefit of Viking. If a Travel Agent acquires any right or title in or to the Viking Marks, or any goodwill associated therewith, each such Travel Agent hereby automatically assigns all such right or title to Viking upon the acquisition, creation, or development of same.

The Copyright License and Trademark License shall automatically terminate upon the termination or expiry of the underlying agreement with the Travel Agent. Upon expiration or termination of said agreement, the Travel Agent shall: (i) immediately cease using the Viking Marks or any marks confusingly similar thereto; (ii) not use or refer to the Viking Marks or in any way identify itself or associate itself with the Viking Marks; (iii) not adopt, use, display, apply, advertise or register any corporate name, trade name, trademarks, trade dress, color scheme, domain name (or other address or identifier on the Internet) which is the same as, contains, or is confusingly similar to the Viking Marks; and (iv) at the Travel Agent’s sole expense, deliver up all signs, brochures, cards, promotional, advertising and display materials bearing the Viking Marks, or anything confusingly similar thereto, in its custody or control to Viking.

6.3 Domain Names. Travel Agent shall not directly or indirectly register, attempt to register, own, use or control any domain name, subdomain or Uniform Resource Locator (URL) containing the Viking name, any Viking Marks, or any marks confusingly similar thereto.

6.4 No Disparagement. Travel Agent shall refrain from taking actions or making statements, written or oral, which are intended to denigrate, disparage or defame the goodwill or reputation of Viking, its affiliates, and the Viking Products.

6.5 Anti-Spam and Privacy Laws. Travel Agent shall, at all applicable times, comply with applicable anti-spam laws and all applicable privacy laws when undertaking any Services.

7. Search Engine Marketing (“SEM”) Requirements and Guidelines. These SEM requirements and guidelines apply to web sites and web pages under the direct or indirect control of Travel Agent (including Travel Agents who work for a travel agency).

7.1 Meta Data and Title Tags. A Travel Agent website may not present itself as an "official Viking website", create a false impression that it is affiliated with Viking or otherwise suggest that it is authorized, preferred, sponsored or endorsed by Viking by means of keywords anywhere in the meta data or title tags. A Travel Agent web site may not employ excessive repetition of of Viking’s name, the Viking Marks or Viking’s copyright protected materials (“Viking's Property”) or any substantially similar variation of Viking's Property (including variations of Viking Property where one or more characters or symbols are reversed, replaced or inserted (collectively, “Typos”) as keywords (e.g., keyword stuffing) within meta data or site content for the purpose of skewing search results.

7.2 Deceptive Redirects (Cloaking). A Travel Agent web site may not present one type of page content to the search engines to achieve rankings on a Viking-related search, but redirect users to another page that contains different or unrelated content or content that does not comply with this Policy.

7.3 Hidden or Invisible Text. Travel Agent websites may not place text containing Viking's Property or or anything substantially similar to Viking’s Property (including Typos) on a page that is the same color as the background, or otherwise hide text containing Viking's Property, anything substantially similar to Viking's Property, or Typos including by using Viking's Property or Typos anything substantially similar thereto as alternative text for images or in the <alt> html tag, causing it to be hidden from the viewer, but not from search engine spiders, except as otherwise expressly permitted by this Policy.

7.4 Paid Search Requirements and Guidelines. These Paid Search Requirements and Guidelines apply to a Travel Agent's direct or indirect use of paid search advertising or other forms of online targeted advertising, including but not limited to banner advertisements, behavioral, and contextual advertising offered by companies operating search engines (including but not limited to Google®, bing®, and Yahoo®), travel search sites (including but not limited to TripAdvisor® or Expedia®), Social Media Websites (including but not limited to Facebook®, Twitter® and Instagram®), comparison sites (including but not limited to NexTag® and Sidestep®), or other third party operated web sites (“Paid Search”).

7.4.1 Keywords. A Travel Agent may not use Viking's Property or Typos (or anything substantially similar to Viking's Property and Typos) as keyword terms, whether alone or in conjunction with other terms. When purchasing generic cruise-related keywords (such as "cruise" or "ship" or "cruise deals") or when purchasing destination or port keywords for any port or destination serviced by Viking (such as "Europe”, “Asia” or “River Cruise"), a Travel Agent must ensure that its ads do not appear for consumer searches which include Viking's Property or Typos (or anything substantially similar to Viking's Property and Typos) in combination with the generic keywords. This is inclusive of all campaigns (such as geo-targeting and day-parting). A Travel Agent must list the following elements of Viking's Property as negative keywords (at the level in search engines that encompasses negative matching for all campaigns). Note that exact negative setting is not sufficient: (1) viking, (2) viking river cruises, (3) viking river cruise, (4) vikingrivercruises, (5) vikingrivercruise, (6) vikingriver, (7) vikingrivers, (8) viking ocean cruises, (9) viking ocean cruise, (10) vikingoceancruises, (11) vikingoceancruise, (12) vikingocean, (13) vikingoceans, (14) viking cruises, (15) viking cruise, (16) vikingcruises, (17) vikingcruise, (18) viking longships, (19) viking longship, (20) vikinglongships, (21) vikinglongship, (22) viking ships, (23) viking ship, (24) vikingships, (25) vikingship

For example, it would be a violation of this Policy if a consumer search using a keyword phrase such as "Viking Danube cruises" triggers a Travel Agent ad to appear if "Danube cruises" was originally used by such Travel Agent without the negative keyword of "Viking."

Note that a Travel Agent must ensure that its ads do not appear on consumer searches which include: Viking ship names, such as, but not limited to, Viking Hemming, Viking Longship Odin, Viking Ra, Viking Sea, Viking Star; and Viking itinerary names, such as, but not limited to, Rhine Getaway, Romantic Danube, Iconic Western Mediterranean, Viking Homelands.

7.4.2. Ad Content. A Travel Agent may not include Viking's Property, anything substantially similar to Viking's Property, or Typos in any hyperlink that such Travel Agent causes to be displayed as a result of Paid Search. Subject to the requirements and restrictions set forth in this Policy, a Travel Agent may only use Viking's Property in the ad text of an ad triggered by Paid Search if the ad creative is approved by Viking and if (i) Viking's Property is not included in the search terms purchased by such Travel Agent; (ii) the ad redirects to a landing page that is operated by such Travel Agent in compliance with this Policy and does not violate any law, regulation, or rights of another party; and (iii) the landing page, other than any search or site navigation features, is dedicated exclusively to the marketing of Viking cruises and does not have any references or links to other vacation opportunities, including without limitation other cruise lines. A Travel Agent may not use Typos in the ad text of an ad triggered by Paid Search.

7.4.3. Viking Websites. A Travel Agent may not promote “Viking Websites” in paid digital advertising, including co-branded websites (e.g. vikingcruises.com/travel-agent-name). Paid digital advertising includes, but is not limited to Paid Search, Paid Social, and Display. Viking Websites include any website registered by Viking or a subsidiary of the company, including, but not limited to vikingrivercruises.com, vikingcruises.com, vikingrivercruisescanada.com, vikingcruisescanada.com, vikingrivercruises.co.uk, vikingcruises.co.uk, vikingrivercruises.com.au, vikingcruises.com.au.

7.5 Social Media Website Requirements. A Travel Agent may use Viking's Property in Social Media Websites (as defined below) for the purposes of communicating information about Viking or its cruises, subject to the requirements and restrictions set forth in this Policy. A Travel Agent may not use Viking's Property, anything substantially similar to Viking's Property, or Typos in any username, account name, profile name, screen name, or similar for any Social Media Website or display or undertake any other activity which may confuse consumers as to whether such Travel Agent is acting on behalf of Viking or is endorsed by Viking. The following are considered Social Media Websites: social networking websites (including by example, but not limited to, Facebook, Twitter, LinkedIn, etc.), blogging and community websites (including by example, but not limited to BlogSpot.com, Wordpress.com, etc.), video websites (including by example, but not limited to YouTube, etc.), or any other website operated by a third party, directly or indirectly controlled or posted by a Travel Agent ("Social Media Website").

7.6 Requirements and Guidelines for Spyware and Other Automated Tools. These Requirements and Guidelines for Spyware and Other Automated Tools apply to a Travel Agent's use of online software applications that (i) fall under the general categories of "spyware," "adware" or "malware," as those terms are generally defined in the industry, or (ii) extract data or content from vikingrivercruises.com or any of Viking’s or its affiliates’ websites (“Viking Websites”). A Travel Agent may not use or download to a user's computer (i) any spyware, adware, malware or similar tool or toolbars or (ii) navigational elements that integrate with or frame any Viking Websites and are designed to divert traffic from any Viking Websites to competitive or other web sites. A Travel Agent may not "screen scrape" (evaluate and extract information from a web page through the use of software or programs) or use any data mining, robots, or similar automated data gathering, extraction, and/or analysis tools on any web page from Viking Websites or database connected thereto. A Travel Agent may not show landing pages or ads that pop-over, pop-under, or redirect via in-text links via adware or ad networks over Viking Property, including Viking domain names. A Travel Agent may not use or coordinate with a third party to perform any of the prohibited activities described in this Section 7.

8. CONDUCT CONTRARY GENERAL ADVERTISING & POLICY REQUIREMENTS AND GUIDELINES. In addition to any enforcements by, and available remedies of, Viking as set forth in this Policy and any underlying Travel Agent agreement or by law or in equity reserves the right to reduce marketing funds or commissions, cancel or deny group contracts or take any other action it deems appropriate if Viking determines a Travel Agent violated this Policy, including as set forth in Sections 8.1 and 8.2.

8.1 First Violation. Viking will notify the travel agency and the individual travel agent(s) involved in writing, including by e-mail, facsimile or other written communication, that a violation of this Policy has occurred, and in its sole discretion, unilaterally require the violation to be remedied, including by one of the following measures:

  1. For violations in Media including telephone, in-person, e-mail, and/or any other one-to-one communication medium, the travel agency and the individual travel agent(s) involved must take steps to prevent any further violations such as correcting call scripts, verbiage, agent training, etc. within five (5) business days of the date of notice by Viking.
  2. For violations in Media including newspaper, direct mail, magazine, catalogs, flyers, TV, radio, Internet, Internet booking engine, and/or any other mass media, travel agency and travel agency and the individual travel agent(s) involved must stop producing/running/airing any noncompliant piece within five (5) business days of the date of notice by Viking.

8.2 Subsequent Violations. Following a second violation involving the same travel agency and/or the same individual travel agent(s) or their respective failure to remedy a previously identified violation, Viking, in its sole discretion, shall unilaterally:

  1. reduce or eliminate the amount of marketing monies payable to the travel agency as a whole,
  2. reduce or eliminate the standard commission rate payable to travel agency as a whole and/or the individual travel agent(s) involved,
  3. disqualify the agency as a whole or disqualify the individual travel agent(s) involved from receiving any additional commissions described under Section 5.2 hereunder,
  4. disqualify the agency as a whole, or disqualify the individual travel agent(s) involved, from entering or participating in any challenges or promotions or being awarded any cruises or other promotional incentive awards,
  5. cease accepting reservations from the travel agency as a whole or from individual travel agent(s) involved, and/or
  6. terminate the underlying agreement with the travel agency.

9. TRAVEL AGENT AS RESELLER. This Policy shall not apply in the event that a Travel Agent acts as a reseller of Viking products or assumes the entire risk of loss for the resale of any Viking products. For example, this Policy shall not apply if a Travel Agent buys a block of Viking products for resale and assumes the entire risk of loss in the event that the Travel Agent is unable to resell the seats.

10. GENERAL.

10.1 Bookings By Viking. Travel Agents are agents of the guests/passengers of Viking products. Except when Travel Agent is acting as Reseller as set forth in Section 9 above, the decision to sell, and the sale of, a Viking product to a consumer guest/passenger shall be made by Viking at its principal offices in California and as between Viking and the Travel Agent, Viking shall be solely responsible for the delivery of Viking products.

10.2 Governing Law; Disputes; Injunctive Relief. Viking and the Travel Agents acknowledge that they are sophisticated commercial entities and individuals, and Travel Agents agree that by offering Viking products, that any and all claims, disputes, controversies, actions or proceedings relating to, or arising out of, Viking products, this Policy or any commission plan claim by either Viking or the Travel Agents arising under or related to this Policy or the relationship between Viking and the Travel Agent (collectively "Claims"), shall be governed by the internal substantive laws of the State of California without regard to its conflict of laws principles and that any and all Claims shall be resolved exclusively by final and binding arbitration subject to Commercial Arbitration Rules administered by the American Arbitration Association ("AAA"). Any such arbitration shall be held in Los Angeles, California. Before commencing any arbitration, Travel Agent must give Viking notice of a claim, in writing. Viking may then attempt to resolve Travel Agent’s claim. If the dispute is not resolved within 30 days, Travel Agent may demand an arbitration pursuant to the terms below.

Travel Agent agrees that: (i) the arbitration shall be conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA and subject to the Federal Arbitration Act, 9 U.S.C. § 1 et seq.; (ii) the arbitrator shall have the authority to award actual direct damages only with no authority to issue any fines and penalties nor award punitive damages or equitable relief; (iii) THERE SHALL BE NO RIGHT TO LITIGATE TRAVEL AGENT’S CLAIM IN COURT AND NO RIGHT TO A JURY TRIAL; and (iv) Travel Agent’s claim shall be arbitrated on an individual basis, and that Travel Agent shall not have the right to participate in a representative capacity, or as a member of any class of claimants pertaining to any Claim subject to arbitration, and that the arbitrator shall have no authority to consolidate or join the Claims of other persons or parties who may be similarly situated and may only resolve Claims, and render awards between Viking and Travel Agent alone. With the exception subpart (iv) above, if any part of this arbitration provision is deemed invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures of the AAA, then same shall be stricken and the balance of this arbitration provision shall remain in effect and construed accordingly. If subpart (iv) is invalidated, there shall be no right to arbitration of claims on any class or collective basis, but instead any attempt to assert claims on a class or collective basis of any kind must be pursued in a court of competent jurisdiction. Notwithstanding the foregoing, Viking may bring an ancillary claim for injunctive relief in a federal, state or provincial court having jurisdiction. Viking is not responsible for any consequential losses or damages.

10.3 Updates. Viking, at its sole discretion, may unilaterally modify, alter, terminate, restate, amend or modify (individually and collectively “Update”) this Policy in whole or part from time to time. In addition, from time to time Viking may offer promotions with respect to specific Viking Products which may result in the temporary Update of this Policy. Updates will become effective immediately unless otherwise specified therein, and shall be effective as to all Viking products booked, reserved or confirmed with a deposit on or after the effective date of such Updates, as determined by Viking in its sole discretion. Updates may, in Viking's sole discretion, also be communicated by Internet publication and/or mailed, sent by facsimile, or by e-mail to the last known email address of registered travel agencies and travel agents. Each Travel Agency is responsible for reviewing this Policy from time to time to ensure that it is familiar with the most recent version.

10.4 Controlling Agreement. To the extent any of the terms and conditions in this Policy are in conflict with the terms of a Travel Agency's current written agreement with Viking, the terms of such Travel Agency's current written agreement will control. To the extent any of the terms and conditions of this Policy are in conflict with Viking’s Passenger Ticket Contract, the Passenger Ticket Contract shall control.

10.5 No Waiver. Viking's failure to exercise any of its rights hereunder or otherwise in connection with a Travel Agency’s obligations hereunder shall not be construed to be a waiver of any such rights. If Viking fails to act with respect to a Travel Agency’s breach or anyone else's breach on any occasion, Viking is not waiving its right to act with respect to future or similar breaches by the same Travel Agency or a different one.

10.6 Notices. Any notices hereunder shall be deemed effective one (1) business day after deposit with a nationally recognized overnight courier or when delivered if delivered in person, when addressed to Viking at 5700 Canoga Ave, Suite 200 Woodland Hills, CA 91367 Attn: SVP Finance and addressed to Travel Agent (notices to a travel agent working at a travel agency shall be sent to the travel agency) Attn: President at the last known postal address on file at Viking for commissions unless otherwise agreed to by Viking in writing.

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