Term & Condition


A. Aqualounge is the registered owner of the Vessel.
B. The Charterer wishes to hire the Vessel, the captain (the “Captain”), officers, crew, wait staff (excluding wait
staff of visiting caterers), cleaning staff, disc jockey (“DJ”) (if no Visiting DJ is provided by the Charterer), hospitality
crew and security (collectively with the Captain, the “Employees”) from an approved list, for a cruise (the “Cruise”).
C. The Charterer wishes to invite guests onboard the Vessel in connection with the Cruise, which may include,
among others, employees, agents and contractors of the Charterer (collectively, the “Guests”).
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the Parties, the Parties agree to the following terms and conditions:
1. Charter of the Vessel. This is a time charter. Aqualounge hereby agrees to let and the Charterer hereby
agrees to hire the Vessel on the Event Date in accordance with the Event Agenda. The Charterer agrees to confirm
the actual number of guests with Aqualounge at least 72 hours prior to the Event Date. The Vessel shall be
operated only in the geographical areas allowed by the Vessel’s license and insurance and the Charterer has been
advised of such area.
2. Charter Price. The Charterer agrees to pay the Charter Price to Aqualounge in accordance with the
Payment Schedule, failing which, Aqualounge may terminate the Cruise at its sole option and without liability, and
the Event Date shall become available for third parties to book. The Charter Price includes the items listed under
Charter Price agreed upon at time of booking and the hire of the Vessel from the Boarding Start Time to the Disembarking End
Time and during any discharge operations (the “Charter Period”). The Charterer shall ensure that the Cruise is not
advertised under any circumstances until the first payment  and a signed copy of this
Agreement (including by electronic signature) have been delivered to Aqualounge. The Event Date shall not be put
on hold for the Charterer until the first payment  and a signed copy of this Agreement
(including by electronic signature) have been delivered to Aqualounge. The Charterer and its Guests shall have a
half hour to board the Vessel prior to Cruising and a half hour to disembark after Cruising, to be completed by the
Disembarkation End Time. Any additional time shall be charged at a rate of C$500 plus 13% HST per each half
3. Authority of Aqualounge and Captain. The Captain and Employees shall be the servants of the Charterer
for the Charter Period but shall not be deemed to be part of the Charterer Group, as defined below. During the
Charter Period, the Captain shall have complete control of the Vessel and shall be in charge of all operations
relating to the Vessel. The Captain shall have complete and unrestricted discretion to act in any way he or she or
they regards as appropriate, with no liability on his or her or their part, including but not limited to such action as the
Captain may consider necessary or desirable to preserve the safety and security of the Vessel or the comfort and
enjoyment of the Guests, to comply with applicable law, to safeguard the environment, and to maintain good order
and security on the Vessel, including without limitation, termination of the Cruise. Aqualounge or the Captain may at
their sole discretion and without any liability on their part, refuse transportation of, or at any stage of the Charter
Period disembark, any person who in their judgment endangers the Vessel or him/herself/they, is or becomes unfit
to travel, or jeopardizes the health, safety or wellbeing of other persons on board. Notwithstanding such termination,
refusal or disembarkation, the full Charter Price shall be deemed to have been earned and paid, or payable, if not
already paid.
4. Delivery and Embarkation. On the Event Date at the Boarding Start Time, Aqualounge shall deliver the
Vessel to the Charterer at the Boarding Location. On the Event Date at the Disembarkation End Time, the
Charterer shall re-deliver the Vessel to Aqualounge at the Boarding Location, or such other location as may be
determined by the Captain, at his or her or their reasonable discretion. The Guests may embark the Vessel at the
Boarding Start Time, only upon direction by Aqualounge. The Charterer shall advise its Guests that they and their
belongings will be subject to security inspections, which will involve physical search. In the event of delayed arrival
of the Guests, Aqualounge will not extend the length of the Cruise and the Vessel will return at the originally
scheduled time for disembarkation, without any liability or cost to Aqualounge resulting from the shortened cruising
5. Inspection. The Charterer agrees to inspect the condition of the Vessel on hire (with an on hire survey or by
personal inspection, which inspection shall list any existing damage to the Vessel and its general condition, and its
contents) immediately prior to the boarding of Guests, with a representative of Aqualounge who shall identify to the
Charterer or on hire surveyor any existing damage to the Vessel or its contents and provide the Charterer with
written confirmation of such existing damage. The Charterer agrees to be fully responsible for any damage to the
Vessel or its contents, to the extent that such damage was caused by the acts of the Charterer or its Guests,
employees, officers, directors, services, agents, contractors, representatives or persons for whom it is responsible
at law (the “Charterer Group”) and did not exist at the time of the inspection by the Charterer or its representative
on hire surveyor and a representative of Aqualounge.
6. Use of the Vessel. The Charterer shall nominate a Guest as a contact person who shall communicate with
the Captain, the Employees and Aqualounge in order to ensure the successful performance of the Charter. The
contact person shall be authorized to make decisions on behalf of the Charterer in all matters occurring on the
Vessel during the Charter Period. The Charterer shall comply, and shall ensure that the Guests comply with all
applicable laws during the Charter Period. The Charterer is responsible for the conduct of all of its Guests. The
Charterer shall ensure that no pets or other animals are brought on board the Vessel without the written consent of
Aqualounge, with the exception of seeing-eye dogs. The Charterer shall ensure that the behaviour of the Guests shall
not cause a nuisance to any person or bring the Vessel or Aqualounge into disrepute. The Charterer and Guests
shall afford the Captain and the Employees due respect at all times. The possession or use of any illegal drugs or
any weapons, including but not limited to firearms, is strictly prohibited on board the Vessel and failure to comply
shall be sufficient reason for Aqualounge to terminate the Cruise forthwith without refund or recourse against
Aqualounge. Open flame candles are not permitted onboard the Vessel. Any personal property of Charterer and
Guests brought onto the Vessel and left thereon, will be at the sole risk of Charterer and Guest, and Aqualounge
will not be liable to any loss or damage to such property. The Guests shall be permitted use of the washrooms and
those parts of the Vessel which are normally available for passenger use, unless otherwise directed by Aqualounge
or the Employees. Guests are not permitted to be in any other part of the Vessel without the approval of the Captain.
The Charterer agrees not to do any act or fail to do any act, which would contravene the Canada Shipping Act
(Canada) and its regulations, as amended, the Marine Liability Act (Canada) or any other applicable municipal,
provincial or federal laws, rules, regulations, or bylaws while on the Vessel and during embarking and
disembarkation of the Vessel.
7. Alcohol, Liquids, Cannabis, Medical Marijuana and Tobacco. The Charterer agrees not to, and shall cause
its Guests not to, bring on board the Vessel for SALE, offer for sale, sell, or serve, directly or indirectly, any alcohol.
Personal alcohol for personal consumption is authorized. The Charterer and its Guests shall not do any act or fail to
do any act which would contravene the Liquor Licence Act (ON), as amended from time to time. The Charterer
agrees that all liquor, as defined in the Liquor Licence Act (ON), kept for sale or sold by the Charterer shall be kept
for sale or sold under the authority of and pursuant to a licence issued by the relevant authorities, and only with prior
written permission of Aqualounge. No Guest may SELL cannabis including fresh marijuana, dried marijuana, cannabis
or cannabis oil or products as defined by, and as obtained in accordance with the Cannabis Act or the Access to
Cannabis for Medical Purposes Regulations, as may be amended from time to time, or any other applicable statute
regulating cannabis. Personal use in accordance with the law is permitted except in the interior portions of the
vessel. No Guest shall be allowed onboard the Vessel if he or she displays any sign of intoxication or drug use. No
smoking of Tobacco or cannabis use is allowed anywhere on the inside of the Vessel or under permanent roof
8. Sound. Aqualounge is restricted in the levels of sound permitted to emanate from the Vessel and reserves
the right to fully control the volume of all sounds generated on board. Visiting DJs are responsible for providing, at
their sole cost, cd changers, turntables, laptops, music libraries, microphones and mixing boards. Visiting DJs will
only be allowed to connect to the Vessel’s existing sound systems. Aqualounge will provide monitors and sound
hook up into the Vessel’s speakers and amplifiers. No outside speakers or monitors will be allowed on the Vessel
under any circumstances. Visiting DJs shall not generate any sound beyond a maximum of 95 decibels in the outer
Harbour and a maximum of 85 decibels in: (i) the inner Harbour; and (ii) both the Eastern and Western entrances to
the Harbour. Visiting DJs’ use of microphones and bass shall be restricted to the outer Harbour. In all other
locations the maximum shall be 95 decibels.
9. Security. Should Aqualounge deem that paid security is necessary for the Charter Period, the Charterer shall hire
security from an approved list. Security shall check each Guest’s government issued identification and shall have the
right to pat down and conduct a physical search of all Guests and their belongings. Guests may request that they be
searched by a security guard of the same gender. No persons under the age of 19 shall be permitted onboard the
10. Safety. The Charterer shall cause the Guests to comply with the following safety requirements. At all times,
Guests shall follow and carry out all directions of the Captain or Employees, including without limitation, with respect
to personal safety, and safety of Employees and other Guests. Guests are required to be seated when advised to do
so by the Captain or any Employee, for any reason. Guests are required at all times to take all reasonable precautions
for their own safety and the safety of any person in their care. Reasonable safety precautions include, without
limitation, using hand and guard rails at all times and paying attention to the safety briefing given by Employees at
the commencement of Cruising. Guests are required to take particular care in conditions of inclement, rough or heavy
weather or as advised by the Employees. Neither Aqualounge, the Vessel nor any Employee or Captain shall be
held responsible for any loss or damage (including personal injury) suffered by any person, as a result of that
person’s breach of the foregoing safety obligations or that person’s failure to utilize all safety devices and follow
safety precautions as provided and/or advised on board the Vessel.
11. Alterations to Event Agenda. The Charterer is not entitled to any extension of the Event Agenda without
prior approval of Aqualounge. The Event Agenda may be altered for any cause which the Captain in his or her or
their absolute discretion shall be considered just and reasonable for the safety and security of the Vessel as well as the
comfort and enjoyment of the Guests and, if the circumstances so permit, the Event Agenda will be revised by the
Captain in consultation with Aqualounge and the Charterer. The Captain may also alter the Event Agenda, without
limitation: where caused by circumstances beyond his or her or their control; to save life or property in distress; to
provide and/or to receive medical assistance; to cope with any other urgent matter which may arise; and to replenish
bunkers and/or stores as a consequence of any of the foregoing causes (covered in clause 3). Aqualounge shall
have the option at any time to substitute a vessel of similar size and quality for the Vessel. In the event that
Aqualounge intends to substitute a vessel, the Charterer shall be afforded an opportunity to inspect the proposed
substitute and approve the substitution, which approval shall not be unreasonably withheld or delayed.
12. Cancellation by Charterer. Charterer may cancel the Cruise without cause upon written notice to Aqualounge
at any time prior to the Charter Period but remains responsible for payment of the Charter Price in full in accordance
with the Payment Schedule.
13. Cancellation by Aqualounge. Aqualounge reserves the right, exercisable in its uncontrolled discretion, to
postpone the Event Date to an alternative date to be agreed upon by the Parties or to cancel the Cruise, for any reason
whatsoever. The Charterer agrees that Aqualounge and the Vessel shall not be responsible for any loss or damage,
consequential or otherwise, direct or indirect, suffered by the Charterer as a result of such postponement or
cancellation. Aqualounge shall provide a credit note for a future charter on a date to be agreed upon by the Parties and
Aqualounge shall not be liable for a refund to the Charterer of any monies paid in connection with this Agreement.
Should Aqualounge (i) fail to provide Charterer with an alternate date for future charter; or (ii) cancel the Cruise,
Aqualounge shall not be liable for a refund to the Charterer of any monies paid in connection with this Agreement.
14. Insurance. It is recommended that Charterer carry and keep in force during the entire Charter Period
passenger liability insurance in the amount of C$350,000 per Guest and a standard marine insurance policy including
hull coverage, to full value, and protection and indemnity coverage in such form, with such carrier or carriers so as to
protect Aqualounge against any and all liability incident to the operation of the Vessel.
15. Salvage and Loss of Vessel. Any salvage recoveries are for Aqualounge’ account. Should the Vessel become
an actual, constructive or compromised total loss, before the commencement of the Charter Period, the Cruise shall be
cancelled, without refund of any monies paid by the Charterer. Aqualounge shall not be liable for any damages,
expenses or loss caused to the Charterer by such cancellation.
16. Indemnification. Aqualounge, its officers, directors, and the hired Employees, Captain, servants, agents,
representatives, contractors and the Vessel (“Aqualounge Group”) shall not be responsible for any injury, death,
damage, cost, expense, or loss (“Loss”) whatsoever suffered by Charterer Group, whether or not such Loss resulted
from the act, omission, negligence, gross negligence or willful misconduct of Aqualounge Group. The Charterer shall
hold harmless and indemnify Aqualounge Group from and against all Loss and against all claims in respect thereof,
including without limitation, third party claims and reasonable legal fees and costs associated with having the Vessel
released from any arrest or pending arrest, where such Loss arose in connection with the act, omission, negligence,
willful misconduct or other wrongdoing of Charterer Group.
17. Limitation of Liability. Should any liability be found on Aqualounge Group, Aqualounge Group shall be entitled
to limit its liability in accordance with the provisions of the Athens Convention relating to the Carriage of Passengers
and their Luggage by Sea, 1974, as set out in Schedule 2 of the Marine Liability Act (Canada) (“MLA”), and specifically
Article 7 which is incorporated herein by reference. It shall also be entitled to the general limitation in Part 3 of the
18. Notice of Claim. The Charterer or its Guest must notify Aqualounge in writing within three months of the date of
the incident from which any alleged Loss arose, otherwise any claim for Loss shall be barred.
19. Force Majeure. Failure to perform any term or condition of this Agreement as a result of conditions beyond a
Party’s control such as, but not limited to, war, acts of terrorism, strikes, fires, floods, acts of God, governmental
restrictions, epidemics, pandemics, power failures, or damaging or destruction of any network facilities or servers, or any
other event which could not be prevented by the exercise of due diligence, or the consequences of which could not be
avoided by the exercise of due diligence, shall not be deemed a breach of this Agreement.
20. Amendment. This Agreement shall not be amended except by instrument in writing executed by both Parties.
21. Assignment: The Charterer shall not assign this Agreement nor sub-charter the Vessel without prior written
consent of Aqualounge.
22. Entire Agreement and Survival. This Agreement constitutes the entire Agreement between the Parties relating
to the subject matter contained herein. In the event that the Cruise is cancelled by either Party, the terms of this
Agreement shall remain in full force and effect up to and including the date by which any action or proceeding may be
brought by any persons against either Party in connection with this Agreement.
23. Severability. If any term of this Agreement is found to be invalid or unenforceable, it shall be entirely severable
from the remainder of the Agreement, and all other terms of this Agreement shall continue in full force and effect for all
other purposes.
24. Jurisdiction. This Agreement shall be construed and interpreted according to the laws of Canada. The Federal
Court of Canada shall have exclusive jurisdiction over any claim, dispute or other matter arising out of this Agreement
or the carriage of passengers.
25. Term. This Agreement shall commence as of the Effective date until the date the Charter Price has been paid in
full in accordance with the terms of section 2 hereof, but shall not end prior to the end of the Charter Period under any
circumstances, unless terminated earlier in accordance with the terms of this Agreement. The terms and conditions of
sections 2, 3, 5, 10, 13, and 15-18 shall survive the termination of this Agreement.
26. Execution. This Agreement may be signed in any number of counterparts, which taken together, shall be deemed
one and the same instrument. This Agreement may be delivered electronically, which have the same force and effect at
shall law as an originally signed version.
27. General. The Charterer shall ensure that Aqualounge’ telephone number or email address is not published or
advertised in connection with the Cruise and shall ensure all ticket inquiries are addressed to the Charterer only.

IN WITNESS WHEREOF, the Parties have read, understood, signed,or agree by checking read terms & conditions box and
delivery of this Demise Charter Agreement as of the Effective Date to Aqualounge