Flex Partner Program Terms & Conditions

Revision date May 2013

Terms & Conditions (including Gift Card/Gift Certificate Rider)

1. Description of Service. Spafinder Wellness ("Spafinder") shall (i) deliver the marketing support for the Property, and (ii) display on the Spafinder.com website(s) the Property Listing for the Property, all as set forth in detail in the Insertion Order. The services to be provided by Spafinder herein are only for the specific location identified in the Insertion Order, and only that location may seek to redeem Spafinder Gift Certificates and Gift Cards. If the Property has additional locations, each location must enter into a separate Insertion Order (unless Spafinder specifically agrees in writing to include such locations in this Insertion Order).

2. Standards for Property Listings.
(a) The Property will provide in a timely manner as requested by Spafinder, the content and graphics to enable Spafinder to display the Property Listing. Spafinder will provide a preview link to the Property to review and approve its Property Listing. If the Property has not responded to this link within ten (10) business days, the Property Listing will be deemed approved by the Property and will go live on spafinder.com. The Property shall be responsible for ensuring that the information provided to Spafinder is true and correct and complete in all respects. Spafinder shall not be responsible or liable for any mistakes, errors or omissions in any Property Listing. The Property shall be responsible for notifying Spafinder of any changes in the Property Listing as soon as such revised information is available.
(b) The Property shall use its best efforts to make sure that all reservations agents, customer service agents, and other personnel are familiar with and knowledgeable of all deals and other specials promoted by the Property on the Spafinder websites.
(c) Spafinder reserves the right to reject, remove and/or cancel any Property Listing which contains or links to content which Spafinder in its sole discretion deems to be: (i) offensive or otherwise inconsistent with Spafinder's content standards; (ii) violating law or third party rights; or (iii) otherwise objectionable to Spafinder. Spafinder may also cancel any Property Listing in the event the Property does not meet the standards set forth in (b) above. Spafinder's sole liability for taking such action shall be to refund the pro-rata portion of amounts paid for the unfulfilled Property Listing, if any. The information contained in the Property Listing will not infringe upon, or be a misappropriation of, any third party copyright, trademark, patent, trade secret, or other intellectual property or proprietary right of any third party, be libelous or obscene or otherwise violate any law or right of any third party. The Property shall be solely responsible for the content of its Property Listing and any website linked to from such Property Listing and shall indemnify Spafinder for all loss, costs, and damages in connection with any claims by any third parties relating to the Property Listing.
(d) Spafinder will have and retain full and exclusive right, title and ownership interest in and to the Spafinder websites and all content and graphics contained therein, except for the Property's content and graphics contained therein. The Property will have and retain full and exclusive right, title and ownership interest in and to content and graphics provided to Spafinder for inclusion in the Spafinder websites. The Property grants to Spafinder a non-exclusive, royalty free license to use, reproduce and to edit any content for inclusion in the Spafinder website(s) or other distribution channels as Spafinder deems reasonably appropriate.

3. Compliance. The Property represents and warrants that (i) its business is, and will at all times be operated in compliance with all licensing and similar requirements to which it is subject, and (ii) its staff is, and will at all times be in compliance with all licensing and similar requirements to which it is subject and properly trained to perform the procedures/services the Property performs.

4. Effective Date, Term, Termination, Default. The Effective Date of this Insertion Order is the date it is signed by Property. The term of this Insertion Order is for one (1) year commencing from the Effective Date. Unless Property delivers to Spafinder in writing its request to terminate this Insertion Order no less than thirty (30) days prior to any anniversary of the Effective Date, this Insertion Order shall renew annually on each anniversary of the Effective Date for additional one (1) year terms. If Property terminates this Insertion Order, Property will be precluded from entering into any marketing arrangement or agreement with Spafinder for one (1) year thereafter. Spafinder may terminate this Insertion Order at any time for any reason upon written notice to Property.

5. Limitations of Liability.
(a) IN NO EVENT WILL SPAFINDER BE RESPONSIBLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA, REGARDLESS OF WHETHER SPAFINDER WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. MOREOVER, SPAFINDER'S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE PROPERTY LISTING THAT IS THE SUBJECT MATTER OF THIS INSERTION ORDER, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE AMOUNT PAID BY THE PROPERTY TO SPAFINDER HEREUNDER DURING THE PRIOR 12 MONTH PERIOD. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS INSERTION ORDER.
(b) EXCEPT AS OTHERWISE STATED HEREIN, SPAFINDER DISCLAIMS ANY AND ALL WARRANTIES AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES AS TO THE NUMBER OF VISITORS TO OR PAGES DISPLAYED ON A SPAFINDER WEBSITE OR THE FUNCTIONALITY, PERFORMANCE, OR RESPONSE TIMES OF A SPAFINDER WEBSITE. THIS PROVISION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS INSERTION ORDER.
(c) Each party shall indemnify, defend and hold harmless the other party and the other party's officers, directors, partners, agents, employees, and affiliates (collectively, "Indemnitees") from and against any and all claims, damages, liabilities, judgments, costs and expenses (including reasonable attorney's fees and disbursements) arising out of any breach of its representations or warranties to the other party, or any material breach of its covenants or agreements made to the other party hereunder. The Property shall indemnify, defend, and hold Spafinder and its Indemnitees harmless from and against any and all claims, damages, liabilities, judgments, costs, and expenses (including reasonable attorney's fees and disbursements) arising out of any action brought by any third party relating to the services provided (or not provided), or actions (or failure to act), of Property or any of its representatives or any other individual or entity, including, without limitation any action brought in connection with any particular visit to the Property.
(d) This paragraph shall survive any expiration or termination of the Insertion Order.

6. Confidentiality. The terms and conditions of this Insertion Order are confidential information of Spafinder and the Property shall not make any public statement, press release, or other announcement relating to, or otherwise disclose to any third party, the terms and conditions of or existence of this Insertion Order without the prior written approval of Spafinder. This provision shall survive any expiration or termination of the Insertion Order.

7. Miscellaneous. Spafinder reserves the right to modify the policies relating to this Insertion Order at any time, effective upon posting of an updated version of these Terms and Conditions on Spafinder.com. You are responsible for regularly reviewing these Terms and Conditions on Spafinder.com. Continued use of Spafinder's services after any such changes shall constitute your consent to such changes. This Insertion Order shall be interpreted under and construed in accordance with the laws of the State of New York, without regard to principles governing conflicts of law, and the parties unconditionally agree to submit themselves and their respective property in any legal action or proceeding to the jurisdiction of the courts in and of the State of New York and waive any objection that it now or may hereafter have as to the venue to such action of proceeding. Spafinder and the Property are independent contractors and neither party is the legal representative, agent, joint venture, partner, or employee of the other party. Either party may assign this Insertion Order by providing the other party 30 day written notice, provided that the assignee agrees to be bound by the terms and conditions of this Insertion Order. In the event of a change in ownership of the Property, the Property must arrange for the new owner to deliver to Spafinder a copy of the relevant documentation memorializing the transaction. This Insertion Order sets forth the entire agreement of the parties with respect to the subject matter hereof, supersedes all prior discussions, negotiations, representations or agreements, whether written or oral, relating to the subject matter hereof, and there are no understandings or agreements that are not fully set forth herein.

Gift Certificate/Gift Card Rider

This Gift Certificate/Gift Card Rider is part of the terms and conditions of the Insertion Order.

1. The Property agrees to accept and honor Spafinder Gift Certificates and Gift Cards at full face value in exchange for services and products, the same as they accept cash or credit/debit cards, without exception or limitation, charging prices no greater than the Property's posted or publically advertised and available rates.

2. The Property must remit to Spafinder to be redeemed all Gift Certificates and Gift Cards used by customers in order to receive reimbursement, and will follow applicable Spafinder's redemption procedures as in effect from time to time. Spafinder will remit to the Property the face value of the redeemed Gift Certificate or Gift Card less a 22% marketing fee. Any remaining balance on a Gift Certificate or Gift Card will be returned to the customer in the form of the Property's own gift certificate or credit. The Property keeps any and all sales dollars received from customer in excess of the face value of the Gift Certificate or Gift Card.

3. The Property may redeem Spafinder Gift Certificates and Gift Cards either by mail or online redemption. For redemptions by mail, Spafinder will pay the Property within 20 business days of receiving the Spafinder Gift Certificate or Gift Card in the Spafinder New York office. For faster payment, the Property may sign up for online redemption of Gift Certificates and Gift Cards. (Ask your sales representative or contact Spafinder at 212-716-1217.)
(a) The Property acknowledges and agrees that it will only seek to redeem Gift Certificates or Gift Cards actually used by a customer at the specific Property location(s) address(es) set forth in this Insertion Order and presented to the Property for payment. In the event that any Gift Certificate or Gift Card submitted by the Property for redemption is thereafter re-submitted by any other party for redemption, the Property will indemnify, defend and hold harmless Spafinder for all costs incurred by Spafinder in connection with such re-submission. The Property will be responsible for any damage to Spafinder's computer system that is occasioned by the Property downloading any information (e.g. computer viruses, bugs, etc.) in connection with any online redemption.
(b) The Property acknowledges that Spafinder may, at any time within six (6) months of a redemption, require the Property to deliver the original Gift Certificate or Gift Card directly to Spafinder and thus the Property agrees to keep all original Gift Certificates or Gift Cards for at least six (6) months after redemption.
(c) In addition to online redemption, the Property may also sign up for Automated Clearing House payments. (Ask your sales representative or contact Spafinder at 212-716-1217.) If the Property does not sign up for Automated Clearing House payments, it will be charged a $15 dollar handling fee for each reimbursement check received from Spafinder.

4. The Property agrees to abide by any fraud protection policies, procedures and devices that Spafinder implements from time to time in order to protect both Spafinder and the Property from fraudulent use of Gift Certificates or Gift Cards. The Property acknowledges that Spafinder reserves the right to change the look of its Gift Certificate and Gift Card from time to time, particularly in connection with an arrangement with a corporate partner. If the Property is uncertain about the validity of a Spafinder Gift Certificate or Gift Card, the Property must call Spafinder quality control department at (212) 924-6800, extension 250 for clarification before accepting the Gift Certificate or Gift Card. For increased security protection, Spafinder safeguards Gift Certificates and Gift Cards by having detailed records of Gift Certificate of Gift Card number, value, and name of recipient. The Property's failure to abide by such policies, procedures and devices may limit or preclude the Property's reimbursement for any Gift Certificate or Gift Card.

5. Spafinder reserves the right to terminate its Gift Certificate or Gift Card program upon 30 days' notice to the Property. However, Spafinder Gift Certificates and Gift Cards will be honored for redemption if presented to the Property before the expiration of said 30 day period.

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Standard Partner Program Terms & Conditions

Revision date April 2013

Terms and Conditions (including Gift Card/Gift Certificate Rider)

1. Description of Service. Spafinder Wellness ("Spafinder") shall (i) deliver the marketing support for the Property, and (ii) display on the Spafinder.com website(s) the Property Listing for the Property, all as set forth in detail in the Insertion Order. The services to be provided by Spafinder herein are only for the specific location identified in the Insertion Order, and only that location may seek to redeem Spafinder Gift Certificates and Gift Cards. If the Property has additional locations, each location must enter into a separate Insertion Order (unless Spafinder specifically agrees in writing to include such locations in this Insertion Order). In the event the Property seeks to redeem Spafinder Gift Certificates or Gift Cards from a location which has not entered into an Insertion Order with Spafinder, Property agrees that it will owe and be obligated to pay to Spafinder, and Spafinder shall be authorized to immediately invoice Property for, all monthly fees that would have been due from such location(s) from the date of this Insertion Order.

2. Standards for Property Listings.
(a) The Property will provide in a timely manner as requested by Spafinder, the content and graphics to enable Spafinder to display the Property Listing. Spafinder will provide a preview link to the Property to review and approve its Property Listing. If the Property has not responded to this link within ten (10) business days, the Property Listing will be deemed approved by the Property and will go live on spafinder.com. The Property shall be responsible for ensuring that the information provided to Spafinder is true and correct and complete in all respects. Spafinder shall not be responsible or liable for any mistakes, errors or omissions in any Property Listing. The Property shall be responsible for notifying Spafinder of any changes in the Property Listing as soon as such revised information is available.
(b) The Property shall use its best efforts to make sure that all reservations agents, customer service agents, and other personnel are familiar with and knowledgeable of all deals and other specials promoted by the Property on the Spafinder websites.
(c) Spafinder reserves the right to reject, remove and/or cancel any Property Listing which contains or links to content which Spafinder in its sole discretion deems to be: (i) offensive or otherwise inconsistent with Spafinder's content standards; (ii) violating law or third party rights; or (iii) otherwise objectionable to Spafinder. Spafinder may also cancel any Property Listing in the event the Property does not meet the standards set forth in (b) above. Spafinder's sole liability for taking such action shall be to refund the pro-rata portion of amounts paid for the unfulfilled Property Listing, if any. The information contained in the Property Listing will not infringe upon, or be a misappropriation of, any third party copyright, trademark, patent, trade secret, or other intellectual property or proprietary right of any third party, be libelous or obscene or otherwise violate any law or right of any third party. The Property shall be solely responsible for the content of its Property Listing and any website linked to from such Property Listing and shall indemnify Spafinder for all loss, costs, and damages in connection with any claims by any third parties relating to the Property Listing.
(d) Spafinder will have and retain full and exclusive right, title and ownership interest in and to the Spafinder websites and all content and graphics contained therein, except for the Property's content and graphics contained therein. The Property will have and retain full and exclusive right, title and ownership interest in and to content and graphics provided to Spafinder for inclusion in the Spafinder websites. The Property grants to Spafinder a non-exclusive, royalty free license to use, reproduce and to edit any content for inclusion in the Spafinder website(s) or other distribution channels as Spafinder deems reasonably appropriate.

3. Payments. Payments due to Spafinder must be made by credit card only. The first monthly payment is due upon execution of this Insertion Order; ongoing installments will be charged monthly thereafter. If your credit card is not accepted for payment at any time and an alternate card is not provided at the time any installment is due, your website listing will be suspended and may be subject to a reinstatement fee. All payments due to the Property shall be paid directly to the Property; Spafinder cannot make payments to any other third party. Spafinder may offset from any redemption any amounts due and owing to Spafinder from the Property.

4. Compliance. The Property represents and warrants that (i) its business is, and will at all times be operated in compliance with all licensing and similar requirements to which it is subject, and (ii) its staff is, and will at all times be in compliance with all licensing and similar requirements to which it is subject and properly trained to perform the procedures/services the Property performs.

5. Effective Date, Termination, Default. The Effective Date of this Insertion Order is the date it is signed by Property. Property may terminate this Insertion Order at any time upon 30 day prior written notice provided to Spafinder. If Property terminates this Insertion Order, Property will be precluded from entering into any marketing arrangement or agreement with Spafinder for one (1) year thereafter. Spafinder may terminate this Insertion Order at any time for any reason upon written notice to Property.

6. Limitations of Liability.
(a) IN NO EVENT WILL SPAFINDER BE RESPONSIBLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA, REGARDLESS OF WHETHER SPAFINDER WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. MOREOVER, SPAFINDER'S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE PROPERTY LISTING THAT IS THE SUBJECT MATTER OF THIS INSERTION ORDER, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE AMOUNT PAID BY THE PROPERTY TO SPAFINDER HEREUNDER DURING THE PRIOR 12 MONTH PERIOD. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS INSERTION ORDER.
(b) EXCEPT AS OTHERWISE STATED HEREIN, SPAFINDER DISCLAIMS ANY AND ALL WARRANTIES AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES AS TO THE NUMBER OF VISITORS TO OR PAGES DISPLAYED ON A SPAFINDER WEBSITE OR THE FUNCTIONALITY, PERFORMANCE, OR RESPONSE TIMES OF A SPAFINDER WEBSITE. THIS PROVISION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS INSERTION ORDER.
(c) Each party shall indemnify, defend and hold harmless the other party and the other party's officers, directors, partners, agents, employees, and affiliates (collectively, "Indemnitees") from and against any and all claims, damages, liabilities, judgments, costs and expenses (including reasonable attorney's fees and disbursements) arising out of any breach of its representations or warranties to the other party, or any material breach of its covenants or agreements made to the other party hereunder. The Property shall indemnify, defend, and hold Spafinder and its Indemnitees harmless from and against any and all claims, damages, liabilities, judgments, costs, and expenses (including reasonable attorney's fees and disbursements) arising out of any action brought by any third party relating to the services provided (or not provided), or actions (or failure to act), of Property or any of its representatives or any other individual or entity, including, without limitation any action brought in connection with any particular visit to the Property.
(d) This paragraph shall survive any expiration or termination of the Insertion Order.

7. Confidentiality. The terms and conditions of this Insertion Order are confidential information of Spafinder and the Property shall not make any public statement, press release, or other announcement relating to, or otherwise disclose to any third party, the terms and conditions of or existence of this Insertion Order without the prior written approval of Spafinder. This provision shall survive any expiration or termination of the Insertion Order.

8. Miscellaneous. Spafinder reserves the right to modify the policies relating to this Insertion Order at any time, effective upon posting of an updated version of these Terms and Conditions on Spafinder.com. You are responsible for regularly reviewing these Terms and Conditions on Spafinder.com. Continued use of Spafinder's services after any such changes shall constitute your consent to such changes. This Insertion Order shall be interpreted under and construed in accordance with the laws of the State of New York, without regard to principles governing conflicts of law, and the parties unconditionally agree to submit themselves and their respective property in any legal action or proceeding to the jurisdiction of the courts in and of the State of New York and waive any objection that it now or may hereafter have as to the venue to such action of proceeding. Spafinder and the Property are independent contractors and neither party is the legal representative, agent, joint venture, partner, or employee of the other party. Either party may assign this Insertion Order by providing the other party 30 day written notice, provided that the assignee agrees to be bound by the terms and conditions of this Insertion Order. In the event of a change in ownership of the Property, the Property must arrange for the new owner to deliver to Spafinder a copy of the relevant documentation memorializing the transaction. This Insertion Order sets forth the entire agreement of the parties with respect to the subject matter hereof, supersedes all prior discussions, negotiations, representations or agreements, whether written or oral, relating to the subject matter hereof, and there are no understandings or agreements that are not fully set forth herein.

Gift Certificate/Gift Card Rider

This Gift Certificate/Gift Card Rider is part of the terms and conditions of the Insertion Order.

1. The Property agrees to accept and honor Spafinder Gift Certificates and Gift Cards at full face value in exchange for services and products, the same as they accept cash or credit/debit cards, without exception or limitation, charging prices no greater than the Property's posted or publically advertised and available rates.

2. The Property must remit to Spafinder to be redeemed all Gift Certificates and Gift Cards used by customers in order to receive reimbursement, and will follow applicable Spafinder's redemption procedures as in effect from time to time. Spafinder will remit to the Property the face value of the redeemed Gift Certificate or Gift Card less a 17% marketing fee. Any remaining balance on a Gift Certificate or Gift Card will be returned to the customer in the form of the Property's own gift certificate or credit. The Property keeps any and all sales dollars received from customer in excess of the face value of the Gift Certificate or Gift Card.

3. The Property may redeem Spafinder Gift Certificates and Gift Cards either by mail or online redemption. For redemptions by mail, Spafinder will pay the Property within 20 business days of receiving the Spafinder Gift Certificate or Gift Card in the Spafinder New York office. For faster payment, the Property may sign up for online redemption of Gift Certificates and Gift Cards. (Ask your sales representative or contact Spafinder at 212-716-1217.)
(a) The Property acknowledges and agrees that it will only seek to redeem Gift Certificates or Gift Cards actually used by a customer at the specific Property location(s) address(es) set forth in this Insertion Order and presented to the Property for payment. In the event that any Gift Certificate or Gift Card submitted by the Property for redemption is thereafter re-submitted by any other party for redemption, the Property will indemnify, defend and hold harmless Spafinder for all costs incurred by Spafinder in connection with such re-submission. The Property will be responsible for any damage to Spafinder's computer system that is occasioned by the Property downloading any information (e.g. computer viruses, bugs, etc.) in connection with any online redemption.
(b) The Property acknowledges that Spafinder may, at any time within six (6) months of a redemption, require the Property to deliver the original Gift Certificate or Gift Card directly to Spafinder and thus the Property agrees to keep all original Gift Certificates or Gift Cards for at least six (6) months after redemption.
(c) In addition to online redemption, the Property may also sign up for Automated Clearing House payments. (Ask your sales representative or contact Spafinder at 212-716-1217.) If the Property does not sign up for Automated Clearing House payments, it will be charged a $15 dollar handling fee for each reimbursement check received from Spafinder.

4. The Property agrees to abide by any fraud protection policies, procedures and devices that Spafinder implements from time to time in order to protect both Spafinder and the Property from fraudulent use of Gift Certificates or Gift Cards. The Property acknowledges that Spafinder reserves the right to change the look of its Gift Certificate and Gift Card from time to time, particularly in connection with an arrangement with a corporate partner. If the Property is uncertain about the validity of a Spafinder Gift Certificate or Gift Card, the Property must call Spafinder quality control department at (212) 924-6800, extension 250 for clarification before accepting the Gift Certificate or Gift Card. For increased security protection, Spafinder safeguards Gift Certificates and Gift Cards by having detailed records of Gift Certificate of Gift Card number, value, and name of recipient. The Property's failure to abide by such policies, procedures and devices may limit or preclude the Property's reimbursement for any Gift Certificate or Gift Card.

5. Spafinder reserves the right to terminate its Gift Certificate or Gift Card program upon 30 days' notice to the Property. However, Spafinder Gift Certificates and Gift Cards will be honored for redemption if presented to the Property before the expiration of said 30 day period.

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Enhanced Partner Program Terms & Conditions

Revision date April 2013

Terms and Conditions (including Gift Card/Gift Certificate Rider)

1. Description of Service. Spafinder Wellness ("Spafinder") shall (i) deliver the marketing support for the Property, and (ii) display on the Spafinder.com website(s) the Property Listing for the Property, all as set forth in detail in the Insertion Order. The services to be provided by Spafinder herein are only for the specific location identified in the Insertion Order, and only that location may seek to redeem Spafinder Gift Certificates and Gift Cards. If the Property has additional locations, each location must enter into a separate Insertion Order (unless Spafinder specifically agrees in writing to include such locations in this Insertion Order). In the event the Property seeks to redeem Spafinder Gift Certificates or Gift Cards from a location which has not entered into an Insertion Order with Spafinder, Property agrees that it will owe and be obligated to pay to Spafinder, and Spafinder shall be authorized to immediately invoice Property for, all monthly fees that would have been due from such location(s) from the date of this Insertion Order.

2. Standards for Property Listings.
(a) The Property will provide in a timely manner as requested by Spafinder, the content and graphics to enable Spafinder to display the Property Listing. Spafinder will provide a preview link to the Property to review and approve its Property Listing. If the Property has not responded to this link within ten (10) business days, the Property Listing will be deemed approved by the Property and will go live on spafinder.com. The Property shall be responsible for ensuring that the information provided to Spafinder is true and correct and complete in all respects. Spafinder shall not be responsible or liable for any mistakes, errors or omissions in any Property Listing. The Property shall be responsible for notifying Spafinder of any changes in the Property Listing as soon as such revised information is available.
(b) The Property shall use its best efforts to make sure that all reservations agents, customer service agents, and other personnel are familiar with and knowledgeable of all deals and other specials promoted by the Property on the Spafinder websites.
(c) Spafinder reserves the right to reject, remove and/or cancel any Property Listing which contains or links to content which Spafinder in its sole discretion deems to be: (i) offensive or otherwise inconsistent with Spafinder's content standards; (ii) violating law or third party rights; or (iii) otherwise objectionable to Spafinder. Spafinder may also cancel any Property Listing in the event the Property does not meet the standards set forth in (b) above. Spafinder's sole liability for taking such action shall be to refund the pro-rata portion of amounts paid for the unfulfilled Property Listing, if any. The information contained in the Property Listing will not infringe upon, or be a misappropriation of, any third party copyright, trademark, patent, trade secret, or other intellectual property or proprietary right of any third party, be libelous or obscene or otherwise violate any law or right of any third party. The Property shall be solely responsible for the content of its Property Listing and any website linked to from such Property Listing and shall indemnify Spafinder for all loss, costs, and damages in connection with any claims by any third parties relating to the Property Listing.
(d) Spafinder will have and retain full and exclusive right, title and ownership interest in and to the Spafinder websites and all content and graphics contained therein, except for the Property's content and graphics contained therein. The Property will have and retain full and exclusive right, title and ownership interest in and to content and graphics provided to Spafinder for inclusion in the Spafinder websites. The Property grants to Spafinder a non-exclusive, royalty free license to use, reproduce and to edit any content for inclusion in the Spafinder website(s) or other distribution channels as Spafinder deems reasonably appropriate.

3. Payments. Payments due to Spafinder must be made by credit card only. If the installment payment option is chosen, the first monthly payment is due upon execution of this Insertion Order; ongoing installments will be charged monthly thereafter. If the annual fee payment option is chosen, payment in full is due upon execution of the Insertion Order. If your credit card is not accepted for payment at any time and an alternate card is not provided at the time any installment is due, your website listing will be suspended and may be subject to a reinstatement fee. All payments due to the Property shall be paid directly to the Property; Spafinder cannot make payments to any other third party. Spafinder may offset from any redemption any amounts due and owing to Spafinder from the Property.

4. Compliance. The Property represents and warrants that (i) its business is, and will at all times be operated in compliance with all licensing and similar requirements to which it is subject, and (ii) its staff is, and will at all times be in compliance with all licensing and similar requirements to which it is subject and properly trained to perform the procedures/services the Property performs.

5. Effective Date, Term, Termination, Default. The Effective Date of this Insertion Order is the date it is signed by the Property. The term of this Insertion Order is for one (1) year commencing from the Effective Date. This Insertion Order shall renew annually on the anniversary of the Effective Date for additional one (1) year terms. If at any time Spafinder should seek to increase or decrease the program fee, it will provide the Property with thirty (30) days prior written notice, and if the Property chooses not to accept the revised fee, the Property may terminate this Insertion Order by providing thirty (30) days written notice to Spafinder. After the first anniversary of the Effective Date, the Property may terminate this Insertion Order upon thirty (30) day prior written notice and, if the Property has paid the annual fee in advance, it shall receive a pro-rata refund. No refunds will be made on monthly installment payments. If the Property terminates this Insertion Order, the Property will be precluded from entering into any marketing arrangement or agreement with Spafinder for one (1) year thereafter. Spafinder may terminate this Insertion Order at any time for any reason upon written notice to the Property, and unless Spafinder terminated this Insertion Order due to a breach of this Insertion Order or other misconduct by the Property, the Property shall receive a pro-rata refund on any annual fee payment paid in advance beyond the date of termination. In the event of any default, including, without limitation, any payment default, the defaulting party agrees to pay all costs, fees and expenses, including reasonable attorney's fees, incurred as a result of such default.

6. Limitations of Liability.
(a) IN NO EVENT WILL SPAFINDER BE RESPONSIBLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA, REGARDLESS OF WHETHER SPAFINDER WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. MOREOVER, SPAFINDER'S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE PROPERTY LISTING THAT IS THE SUBJECT MATTER OF THIS INSERTION ORDER, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE AMOUNT PAID BY THE PROPERTY TO SPAFINDER HEREUNDER DURING THE PRIOR 12 MONTH PERIOD. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS INSERTION ORDER.
(b) EXCEPT AS OTHERWISE STATED HEREIN, SPAFINDER DISCLAIMS ANY AND ALL WARRANTIES AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES AS TO THE NUMBER OF VISITORS TO OR PAGES DISPLAYED ON A SPAFINDER WEBSITE OR THE FUNCTIONALITY, PERFORMANCE, OR RESPONSE TIMES OF A SPAFINDER WEBSITE. THIS PROVISION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS INSERTION ORDER.
(c) Each party shall indemnify, defend and hold harmless the other party and the other party's officers, directors, partners, agents, employees, and affiliates (collectively, "Indemnitees") from and against any and all claims, damages, liabilities, judgments, costs and expenses (including reasonable attorney's fees and disbursements) arising out of any breach of its representations or warranties to the other party, or any material breach of its covenants or agreements made to the other party hereunder. The Property shall indemnify, defend, and hold Spafinder and its Indemnitees harmless from and against any and all claims, damages, liabilities, judgments, costs, and expenses (including reasonable attorney's fees and disbursements) arising out of any action brought by any third party relating to the services provided (or not provided), or actions (or failure to act), of the Property or any of its representatives or any other individual or entity, including, without limitation any action brought in connection with any particular visit to the Property.
(d) This paragraph shall survive any expiration or termination of the Insertion Order.

7. Confidentiality. The terms and conditions of this Insertion Order are confidential information of Spafinder and the Property shall not make any public statement, press release, or other announcement relating to, or otherwise disclose to any third party, the terms and conditions of or existence of this Insertion Order without the prior written approval of Spafinder. This provision shall survive any expiration or termination of the Insertion Order.

8. Miscellaneous. Spafinder reserves the right to modify the policies relating to this Insertion Order at any time, effective upon posting of an updated version of these Terms and Conditions on Spafinder.com. You are responsible for regularly reviewing these Terms and Conditions on Spafinder.com. Continued use of Spafinder's services after any such changes shall constitute your consent to such changes. This Insertion Order shall be interpreted under and construed in accordance with the laws of the State of New York, without regard to principles governing conflicts of law, and the parties unconditionally agree to submit themselves and their respective property in any legal action or proceeding to the jurisdiction of the courts in and of the State of New York and waive any objection that it now or may hereafter have as to the venue to such action of proceeding. Spafinder and the Property are independent contractors and neither party is the legal representative, agent, joint venture, partner, or employee of the other party. Either party may assign this Insertion Order by providing the other party 30 day written notice, provided that the assignee agrees to be bound by the terms and conditions of this Insertion Order. In the event of a change in ownership of the Property, the Property must arrange for the new owner to deliver to Spafinder a copy of the relevant documentation memorializing the transaction. This Insertion Order sets forth the entire agreement of the parties with respect to the subject matter hereof, supersedes all prior discussions, negotiations, representations or agreements, whether written or oral, relating to the subject matter hereof, and there are no understandings or agreements that are not fully set forth herein.

Gift Certificate/Gift Card Rider

This Gift Certificate/Gift Card Rider is part of the terms and conditions of the Insertion Order.

1. The Property agrees to accept and honor Spafinder Gift Certificates and Gift Cards at full face value in exchange for services, and products, the same as they accept cash or credit/debit cards, without exception or limitation, charging prices no greater than the Property's posted or publically advertised and available rates.

2. The Property must remit to Spafinder to be redeemed all Gift Certificates and Gift Cards used by customers in order to receive reimbursement, and will follow applicable Spafinder's redemption procedures as in effect from time to time. Spafinder will remit to the Property the face value of the redeemed Gift Certificate or Gift Card less a 17% marketing fee. Any remaining balance on a Gift Certificate or Gift Card will be returned to the customer in the form of the Property's own gift certificate or credit. The Property keeps any and all sales dollars received from customer in excess of the face value of the Gift Certificate or Gift Card.

3. The Property may redeem Spafinder Gift Certificates and Gift Cards either by mail or online redemption. For redemptions by mail, Spafinder will pay the Property within 20 business days of receiving the Spafinder Gift Certificate or Gift Card in the Spafinder New York office. For faster payment, the Property may sign up for online redemption of Gift Certificates and Gift Cards. (Ask your sales representative or contact Spafinder at 212-716-1217.)
(a) The Property acknowledges and agrees that it will only seek to redeem Gift Certificates or Gift Cards actually used by a customer at the specific Property location(s) address(es) set forth in this Insertion Order and presented to the Property for payment. In the event that any Gift Certificate or Gift Card submitted by the Property for redemption is thereafter re-submitted by any other party for redemption, the Property will indemnify, defend and hold harmless Spafinder for all costs incurred by Spafinder in connection with such re-submission. The Property will be responsible for any damage to Spafinder's computer system that is occasioned by the Property downloading any information (e.g. computer viruses, bugs, etc.) in connection with any online redemption.
(b) The Property acknowledges that Spafinder may, at any time within six (6) months of a redemption, require the Property to deliver the original Gift Certificate or Gift Card directly to Spafinder and thus the Property agrees to keep all original Gift Certificates or Gift Cards for at least six (6) months after redemption.
(c) In addition to online redemption, the Property may also sign up for Automated Clearing House payments. (Ask your sales representative or contact Spafinder at 212-716-1217.) If the Property does not sign up for Automated Clearing House payments, it will be charged a $15 dollar handling fee for each reimbursement check received from Spafinder.

4. The Property agrees to abide by any fraud protection policies, procedures and devices that Spafinder implements from time to time in order to protect both Spafinder and the Property from fraudulent use of Gift Certificates or Gift Cards. The Property acknowledges that Spafinder reserves the right to change the look of its Gift Certificate and Gift Card from time to time, particularly in connection with an arrangement with a corporate partner. If the Property is uncertain about the validity of a Spafinder Gift Certificate or Gift Card, the Property must call Spafinder quality control department at (212) 924-6800, extension 250 for clarification before accepting the Gift Certificate or Gift Card. For increased security protection, Spafinder safeguards Gift Certificates and Gift Cards by having detailed records of Gift Certificate of Gift Card number, value, and name of recipient. The Property's failure to abide by such policies, procedures and devices may limit or preclude the Property's reimbursement for any Gift Certificate or Gift Card.

5. Spafinder reserves the right to terminate its Gift Certificate or Gift Card program upon 30 days' notice to the Property. However, Spafinder Gift Certificates and Gift Cards will be honored for redemption if presented to the Property before the expiration of said 30 day period.

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Standard Medical Partner Program Terms & Conditions

Revision date April 2013

Terms and Conditions (including Gift Card/Gift Certificate Rider)

1. Description of Service. Spafinder Wellness ("Spafinder") shall (i) deliver the marketing support for the Property, and (ii) display on the Spafinder.com website(s) the Property Listing for the Property, all as set forth in detail in the Insertion Order. The services to be provided by Spafinder herein are only for the specific location identified in the Insertion Order, and only that location may seek to redeem Spafinder Gift Certificates and Gift Cards. If the Property has additional locations, each location must enter into a separate Insertion Order (unless Spafinder specifically agrees in writing to include such locations in this Insertion Order). In the event the Property seeks to redeem Spafinder Gift Certificates or Gift Cards from a location which has not entered into an Insertion Order with Spafinder, Property agrees that it will owe and be obligated to pay to Spafinder, and Spafinder shall be authorized to immediately invoice Property for, all monthly fees that would have been due from such location(s) from the date of this Insertion Order.

2. Standards for Property Listings.
(a) The Property will provide in a timely manner as requested by Spafinder, the content and graphics to enable Spafinder to display the Property Listing. Spafinder will provide a preview link to the Property to review and approve its Property Listing. If the Property has not responded to this link within ten (10) business days, the Property Listing will be deemed approved by the Property and will go live on spafinder.com. The Property shall be responsible for ensuring that the information provided to Spafinder is true and correct and complete in all respects. Spafinder shall not be responsible or liable for any mistakes, errors or omissions in any Property Listing. The Property shall be responsible for notifying Spafinder of any changes in the Property Listing as soon as such revised information is available.
(b) The Property shall use its best efforts to make sure that all reservations agents, customer service agents, and other personnel are familiar with and knowledgeable of all deals and other specials promoted by the Property on the Spafinder websites.
(c) Spafinder reserves the right to reject, remove and/or cancel any Property Listing which contains or links to content which Spafinder in its sole discretion deems to be: (i) offensive or otherwise inconsistent with Spafinder's content standards; (ii) violating law or third party rights; or (iii) otherwise objectionable to Spafinder. Spafinder may also cancel any Property Listing in the event the Property does not meet the standards set forth in (b) above. Spafinder's sole liability for taking such action shall be to refund the pro-rata portion of amounts paid for the unfulfilled Property Listing, if any. The information contained in the Property Listing will not infringe upon, or be a misappropriation of, any third party copyright, trademark, patent, trade secret, or other intellectual property or proprietary right of any third party, be libelous or obscene or otherwise violate any law or right of any third party. The Property shall be solely responsible for the content of its Property Listing and any website linked to from such Property Listing and shall indemnify Spafinder for all loss, costs, and damages in connection with any claims by any third parties relating to the Property Listing.
(d) Spafinder will have and retain full and exclusive right, title and ownership interest in and to the Spafinder websites and all content and graphics contained therein, except for the Property's content and graphics contained therein. The Property will have and retain full and exclusive right, title and ownership interest in and to content and graphics provided to Spafinder for inclusion in the Spafinder websites. The Property grants to Spafinder a non-exclusive, royalty free license to use, reproduce and to edit any content for inclusion in the Spafinder website(s) or other distribution channels as Spafinder deems reasonably appropriate.

3. Payments. Payments due to Spafinder must be made by credit card only. The first monthly payment is due upon execution of this Insertion Order; ongoing installments will be charged monthly thereafter. If your credit card is not accepted for payment at any time and an alternate card is not provided at the time any installment is due, your website listing will be suspended and may be subject to a reinstatement fee. All payments due to the Property shall be paid directly to the Property; Spafinder cannot make payments to any other third party. Spafinder may offset from any redemption any amounts due and owing to Spafinder from the Property.

4. Compliance. The Property represents and warrants that (i) its business is, and will at all times be operated in compliance with all licensing and similar requirements to which it is subject, and (ii) its staff is, and will at all times be in compliance with all licensing and similar requirements to which it is subject and properly trained to perform the procedures/services the Property performs.

5. Effective Date, Termination, Default. The Effective Date of this Insertion Order is the date it is signed by Property. Property may terminate this Insertion Order at any time upon 30 day prior written notice provided to Spafinder. If Property terminates this Insertion Order, Property will be precluded from entering into any marketing arrangement or agreement with Spafinder for one (1) year thereafter. Spafinder may terminate this Insertion Order at any time for any reason upon written notice to Property.

6. Limitations of Liability.
(a) IN NO EVENT WILL SPAFINDER BE RESPONSIBLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA, REGARDLESS OF WHETHER SPAFINDER WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. MOREOVER, SPAFINDER'S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE PROPERTY LISTING THAT IS THE SUBJECT MATTER OF THIS INSERTION ORDER, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE AMOUNT PAID BY THE PROPERTY TO SPAFINDER HEREUNDER DURING THE PRIOR 12 MONTH PERIOD. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS INSERTION ORDER.
(b) EXCEPT AS OTHERWISE STATED HEREIN, SPAFINDER DISCLAIMS ANY AND ALL WARRANTIES AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES AS TO THE NUMBER OF VISITORS TO OR PAGES DISPLAYED ON A SPAFINDER WEBSITE OR THE FUNCTIONALITY, PERFORMANCE, OR RESPONSE TIMES OF A SPAFINDER WEBSITE. THIS PROVISION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS INSERTION ORDER
(c) Each party shall indemnify, defend and hold harmless the other party and the other party's officers, directors, partners, agents, employees, and affiliates (collectively, "Indemnitees") from and against any and all claims, damages, liabilities, judgments, costs and expenses (including reasonable attorney's fees and disbursements) arising out of any breach of its representations or warranties to the other party, or any material breach of its covenants or agreements made to the other party hereunder. The Property shall indemnify, defend, and hold Spafinder and its Indemnitees harmless from and against any and all claims, damages, liabilities, judgments, costs, and expenses (including reasonable attorney's fees and disbursements) arising out of any action brought by any third party relating to the services provided (or not provided), or actions (or failure to act), of Property or any of its representatives or any other individual or entity, including, without limitation any action brought in connection with any particular visit to the Property.
(d) This paragraph shall survive any expiration or termination of the Insertion Order.

7. Confidentiality. The terms and conditions of this Insertion Order are confidential information of Spafinder and the Property shall not make any public statement, press release, or other announcement relating to, or otherwise disclose to any third party, the terms and conditions of or existence of this Insertion Order without the prior written approval of Spafinder. This provision shall survive any expiration or termination of the Insertion Order.

8. Miscellaneous. Spafinder reserves the right to modify the policies relating to this Insertion Order at any time, effective upon posting of an updated version of these Terms and Conditions on Spafinder.com. You are responsible for regularly reviewing these Terms and Conditions on Spafinder.com. Continued use of Spafinder's services after any such changes shall constitute your consent to such changes. This Insertion Order shall be interpreted under and construed in accordance with the laws of the State of New York, without regard to principles governing conflicts of law, and the parties unconditionally agree to submit themselves and their respective property in any legal action or proceeding to the jurisdiction of the courts in and of the State of New York and waive any objection that it now or may hereafter have as to the venue to such action of proceeding. Spafinder and the Property are independent contractors and neither party is the legal representative, agent, joint venture, partner, or employee of the other party. Either party may assign this Insertion Order by providing the other party 30 day written notice, provided that the assignee agrees to be bound by the terms and conditions of this Insertion Order. In the event of a change in ownership of the Property, the Property must arrange for the new owner to deliver to Spafinder a copy of the relevant documentation memorializing the transaction. This Insertion Order sets forth the entire agreement of the parties with respect to the subject matter hereof, supersedes all prior discussions, negotiations, representations or agreements, whether written or oral, relating to the subject matter hereof, and there are no understandings or agreements that are not fully set forth herein.

Gift Certificate/Gift Card Rider

This Gift Certificate/Gift Card Rider is part of the terms and conditions of the Insertion Order.

1. The Property agrees to accept and honor Spafinder Gift Certificates and Gift Cards at full face value in exchange for services and products, the same as they accept cash or credit/debit cards, without exception or limitation, charging prices no greater than the Property's posted or publically advertised and available rates.

2. The Property must remit to Spafinder to be redeemed all Gift Certificates and Gift Cards used by customers in order to receive reimbursement, and will follow applicable Spafinder's redemption procedures as in effect from time to time. Spafinder will remit to the Property the face value of the redeemed Gift Certificate or Gift Card less a 17% marketing fee. Any remaining balance on a Gift Certificate or Gift Card will be returned to the customer in the form of the Property's own gift certificate or credit. The Property keeps any and all sales dollars received from customer in excess of the face value of the Gift Certificate or Gift Card.

3. The Property may redeem Spafinder Gift Certificates and Gift Cards either by mail or online redemption. For redemptions by mail, Spafinder will pay the Property within 20 business days of receiving the Spafinder Gift Certificate or Gift Card in the Spafinder New York office. For faster payment, the Property may sign up for online redemption of Gift Certificates and Gift Cards. (Ask your sales representative or contact Spafinder at 212-716-1217.)
(a) The Property acknowledges and agrees that it will only seek to redeem Gift Certificates or Gift Cards actually used by a customer at the specific Property location(s) address(es) set forth in this Insertion Order and presented to the Property for payment. In the event that any Gift Certificate or Gift Card submitted by the Property for redemption is thereafter re-submitted by any other party for redemption, the Property will indemnify, defend and hold harmless Spafinder for all costs incurred by Spafinder in connection with such re-submission. The Property will be responsible for any damage to Spafinder's computer system that is occasioned by the Property downloading any information (e.g. computer viruses, bugs, etc.) in connection with any online redemption.
(b) The Property acknowledges that Spafinder may, at any time within six (6) months of a redemption, require the Property to deliver the original Gift Certificate or Gift Card directly to Spafinder and thus the Property agrees to keep all original Gift Certificates or Gift Cards for at least six (6) months after redemption.
(c) In addition to online redemption, the Property may also sign up for Automated Clearing House payments. (Ask your sales representative or contact Spafinder at 212-716-1217.) If the Property does not sign up for Automated Clearing House payments, it will be charged a $15 dollar handling fee for each reimbursement check received from Spafinder.

4. The Property agrees to abide by any fraud protection policies, procedures and devices that Spafinder implements from time to time in order to protect both Spafinder and the Property from fraudulent use of Gift Certificates or Gift Cards. The Property acknowledges that Spafinder reserves the right to change the look of its Gift Certificate and Gift Card from time to time, particularly in connection with an arrangement with a corporate partner. If the Property is uncertain about the validity of a Spafinder Gift Certificate or Gift Card, the Property must call Spafinder quality control department at (212) 924-6800, extension 250 for clarification before accepting the Gift Certificate or Gift Card. For increased security protection, Spafinder safeguards Gift Certificates and Gift Cards by having detailed records of Gift Certificate of Gift Card number, value, and name of recipient. The Property's failure to abide by such policies, procedures and devices may limit or preclude the Property's reimbursement for any Gift Certificate or Gift Card.

5. Spafinder reserves the right to terminate its Gift Certificate or Gift Card program upon 30 days' notice to the Property. However, Spafinder Gift Certificates and Gift Cards will be honored for redemption if presented to the Property before the expiration of said 30 day period.

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Enhanced Medical Spa Partner Program Terms & Conditions

Revision date April 2013

Terms and Conditions (including Gift Card/Gift Certificate Rider)

1. Description of Service. Spafinder Wellness ("Spafinder") shall (i) deliver the marketing support for the Property, and (ii) display on the Spafinder.com website(s) the Property Listing for the Property, all as set forth in detail in the Insertion Order. The services to be provided by Spafinder herein are only for the specific location identified in the Insertion Order, and only that location may seek to redeem Spafinder Gift Certificates and Gift Cards. If the Property has additional locations, each location must enter into a separate Insertion Order (unless Spafinder specifically agrees in writing to include such locations in this Insertion Order). In the event the Property seeks to redeem Spafinder Gift Certificates or Gift Cards from a location which has not entered into an Insertion Order with Spafinder, Property agrees that it will owe and be obligated to pay to Spafinder, and Spafinder shall be authorized to immediately invoice Property for, all monthly fees that would have been due from such location(s) from the date of this Insertion Order.

2. Standards for Property Listings.
(a) The Property will provide in a timely manner as requested by Spafinder, the content and graphics to enable Spafinder to display the Property Listing. The Property shall be responsible for ensuring that the information provided to Spafinder is true and correct and complete in all respects. Spafinder shall not be responsible or liable for any mistakes, errors or omissions in any Property Listing. The Property shall be responsible for notifying Spafinder of any changes in the Property Listing as soon as such revised information is available.
(b) The Property shall use its best efforts make sure that all reservations agents, customer service agents, and other personnel are familiar with and knowledgeable of all deals and other specials promoted by the Property on the Spafinder websites.
(c) Spafinder reserves the right to reject, remove and/or cancel any Property Listing which contains or links to content which Spafinder in its sole discretion deems to be: (i) offensive or otherwise inconsistent with Spafinder's content standards; (ii) violating law or third party rights; or (iii) otherwise objectionable to Spafinder. Spafinder may also cancel any Property Listing in the event the Property does not meet the standards set forth in (b) above. Spafinder's sole liability for taking such action shall be to refund the pro-rata portion of amounts paid for the unfulfilled Property Listing, if any. The information contained in the Property Listing will not infringe upon, or be a misappropriation of, any third party copyright, trademark, patent, trade secret, or other intellectual property or proprietary right of any third party, be libelous or obscene or otherwise violate any law or right of any third party. The Property shall be solely responsible for the content of its Property Listing and any website linked to from such Property Listing and shall indemnify Spafinder for all loss, costs, and damages in connection with any claims by any third parties relating to the Property Listing.
(d) Spafinder will have and retain full and exclusive right, title and ownership interest in and to the Spafinder websites and all content and graphics contained therein, except for the Property's content and graphics contained therein. The Property will have and retain full and exclusive right, title and ownership interest in and to content and graphics provided to Spafinder for inclusion in the Spafinder websites. The Property grants to Spafinder a non-exclusive, royalty free license to use, reproduce and to edit any content for inclusion in the Spafinder website(s) or other distribution channels as Spafinder deems reasonably appropriate.

3. Payments. Payments due to Spafinder must be made by credit card only. If the installment payment option is chosen, the first monthly payment is due upon execution of this Insertion Order; ongoing installments will be charged monthly thereafter. If the annual fee payment option is chosen, payment in full is due upon execution of the Insertion Order. If your credit card is not accepted for payment at any time and an alternate card is not provided at the time any installment is due, your website listing will be suspended and may be subject to a reinstatement fee. All payments due to the Property shall be paid directly to the Property; Spafinder cannot make payments to any other third party. Spafinder may offset from any redemption any amounts due and owing to Spafinder from the Property.

4. Compliance. The Property represents and warrants that (i) its business is, and will at all times be operated in compliance with all licensing and similar requirements to which it is subject, and (ii) its staff is, and will at all times be in compliance with all licensing and similar requirements to which it is subject and properly trained to perform the procedures/services the Property performs.

5. Effective Date, Term, Termination, Default. The Effective Date of this Insertion Order is the date it is signed by the Property. The term of this Insertion Order is for one (1) year commencing from the Effective Date. This Insertion Order shall renew annually on the anniversary of the Effective Date for additional one (1) year terms. If at any time Spafinder should seek to increase or decrease the program fee, it will provide the Property with thirty (30) days prior written notice, and if the Property chooses not to accept the revised fee, the Property may terminate this Insertion Order by providing thirty (30) days written notice to Spafinder. After the first anniversary of the Effective Date, the Property may terminate this Insertion Order upon thirty (30) day prior written notice and, if the Property has paid the annual fee in advance, it shall receive a pro-rata refund. No refunds will be made on monthly installment payments. If the Property terminates this Insertion Order, the Property will be precluded from entering into any marketing arrangement or agreement with Spafinder for one (1) year thereafter. Spafinder may terminate this Insertion Order at any time for any reason upon written notice to the Property, and unless Spafinder terminated this Insertion Order due to a breach of this Insertion Order or other misconduct by the Property, the Property shall receive a pro-rata refund on any annual fee payment paid in advance beyond the date of termination. In the event of any default, including, without limitation, any payment default, the defaulting party agrees to pay all costs, fees and expenses, including reasonable attorney's fees, incurred as a result of such default.

6. Limitations of Liability.
(a) IN NO EVENT WILL SPAFINDER BE RESPONSIBLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA, REGARDLESS OF WHETHER SPAFINDER WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. MOREOVER, SPAFINDER'S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE PROPERTY LISTING THAT IS THE SUBJECT MATTER OF THIS INSERTION ORDER, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE AMOUNT PAID BY THE PROPERTY TO SPAFINDER HEREUNDER DURING THE PRIOR 12 MONTH PERIOD. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS INSERTION ORDER.
(b) EXCEPT AS OTHERWISE STATED HEREIN, SPAFINDER DISCLAIMS ANY AND ALL WARRANTIES AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES AS TO THE NUMBER OF VISITORS TO OR PAGES DISPLAYED ON A SPAFINDER WEBSITE OR THE FUNCTIONALITY, PERFORMANCE, OR RESPONSE TIMES OF A SPAFINDER WEBSITE. THIS PROVISION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS INSERTION ORDER.
(c) Each party shall indemnify, defend and hold harmless the other party and the other party's officers, directors, partners, agents, employees, and affiliates (collectively, "Indemnitees") from and against any and all claims, damages, liabilities, judgments, costs and expenses (including reasonable attorney's fees and disbursements) arising out of any breach of its representations or warranties to the other party, or any material breach of its covenants or agreements made to the other party hereunder. The Property shall indemnify, defend, and hold Spafinder and its Indemnitees harmless from and against any and all claims, damages, liabilities, judgments, costs, and expenses (including reasonable attorney's fees and disbursements) arising out of any action brought by any third party relating to the services provided (or not provided), or actions (or failure to act), of the Property or any of its representatives or any other individual or entity, including, without limitation any action brought in connection with any particular visit to the Property.
(d) This paragraph shall survive any expiration or termination of the Insertion Order.

7. Confidentiality. The terms and conditions of this Insertion Order are confidential information of Spafinder and the Property shall not make any public statement, press release, or other announcement relating to, or otherwise disclose to any third party, the terms and conditions of or existence of this Insertion Order without the prior written approval of Spafinder. This provision shall survive any expiration or termination of the Insertion Order.

8. Miscellaneous. Spafinder reserves the right to modify the policies relating to this Insertion Order at any time, effective upon posting of an updated version of these Terms and Conditions on Spafinder.com. You are responsible for regularly reviewing these Terms and Conditions on Spafinder.com. Continued use of Spafinder's services after any such changes shall constitute your consent to such changes. This Insertion Order shall be interpreted under and construed in accordance with the laws of the State of New York, without regard to principles governing conflicts of law, and the parties unconditionally agree to submit themselves and their respective property in any legal action or proceeding to the jurisdiction of the courts in and of the State of New York and waive any objection that it now or may hereafter have as to the venue to such action of proceeding. Spafinder and the Property are independent contractors and neither party is the legal representative, agent, joint venture, partner, or employee of the other party. Either party may assign this Insertion Order by providing the other party 30 day written notice, provided that the assignee agrees to be bound by the terms and conditions of this Insertion Order. In the event of a change in ownership of the the Property, the Property must arrange for the new owner to deliver to Spafinder a copy of the relevant documentation memorializing the transaction. This Insertion Order sets forth the entire agreement of the parties with respect to the subject matter hereof, supersedes all prior discussions, negotiations, representations or agreements, whether written or oral, relating to the subject matter hereof, and there are no understandings or agreements that are not fully set forth herein.

Gift Certificate/Gift Card Rider

This Gift Certificate/Gift Card Rider is part of the terms and conditions of the Insertion Order.
1. The Property agrees to accept and honor Spafinder Gift Certificates and Gift Cards at full face value in exchange for services and products, the same as they accept cash or credit/debit cards, without exception or limitation, charging prices no greater than the Property's posted or publically advertised and available rates.

2. The Property must remit to Spafinder to be redeemed all Gift Certificates and Gift Cards used by customers in order to receive reimbursement, and will follow applicable Spafinder's redemption procedures as in effect from time to time. Spafinder will remit to the Property the face value of the redeemed Gift Certificate or Gift Card less a 17% marketing fee. Any remaining balance on a Gift Certificate or Gift Card will be returned to the customer in the form of the Property's own gift certificate or credit. The Property keeps any and all sales dollars received from customer in excess of the face value of the Gift Certificate or Gift Card.

3. The Property may redeem Spafinder Gift Certificates and Gift Cards either by mail or online redemption. For redemptions by mail, Spafinder will pay the Property within 20 business days of receiving the Spafinder Gift Certificate or Gift Card in the Spafinder New York office. For faster payment, the Property may sign up for online redemption of Gift Certificates and Gift Cards. (Ask your sales representative or contact Spafinder at 212-716-1217.)
(a) The Property acknowledges and agrees that it will only seek to redeem Gift Certificates or Gift Cards actually used by a customer at the specific Property location(s) address(es) set forth in this Insertion Order and presented to the Property for payment. In the event that any Gift Certificate or Gift Card submitted by the Property for redemption is thereafter resubmitted by any other party for redemption, the Property will indemnify, defend and hold harmless Spafinder for all costs incurred by Spafinder in connection with such re-submission. The Property will be responsible for any damage to Spafinder's computer system that is occasioned by the Property downloading any information (e.g. computer viruses, bugs, etc.) in connection with any online redemption.
(b) The Property acknowledges that Spafinder may, at any time within six (6) months of a redemption, require the Property to deliver the original Gift Certificate or Gift Card directly to Spafinder and thus the Property agrees to keep all original Gift Certificates or Gift Cards for at least six (6) months after redemption.
(c) In addition to online redemption, the Property may also sign up for Automated Clearing House payments. (Ask your sales representative or contact Spafinder at 212-716-1217.) If the Property does not sign up for Automated Clearing House payments, it will be charged a $15 dollar handling fee for each reimbursement check received from Spafinder.

4. The Property agrees to abide by any fraud protection policies, procedures and devices that Spafinder implements from time to time in order to protect both Spafinder and the Property from fraudulent use of Gift Certificates or Gift Cards. The Property acknowledges that Spafinder reserves the right to change the look of its Gift Certificate and Gift Card from time to time, particularly in connection with an arrangement with a corporate partner. If the Property is uncertain about the validity of a Spafinder Gift Certificate or Gift Card, the Property must call Spafinder quality control department at (212) 924-6800, extension 250 for clarification before accepting the Gift Certificate or Gift Card. For increased security protection, Spafinder safeguards Gift Certificates and Gift Cards by having detailed records of Gift Certificate of Gift Card number, value, and name of recipient. The Property's failure to abide by such policies, procedures and devices may limit or preclude the Property's reimbursement for any Gift Certificate or Gift Card.

5. Spafinder reserves the right to terminate its Gift Certificate or Gift Card program upon 30 days' notice to the Property. However, Spafinder Gift Certificates and Gift Cards will be honored for redemption if presented to the Property before the expiration of said 30 day period.

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Travel Partner Program Terms & Conditions

Revision date August 2013

Terms and Conditions (including Gift Card/Gift Certificate Rider)

1. Description of Service. Spafinder Wellness ("Spafinder") shall (i) deliver the marketing support for the Property, and (ii) display on the Spafinder.com website(s) the Property Listing for the Property, all as set forth in detail in the Insertion Order. The services to be provided by Spafinder herein are only for the specific location identified in the Insertion Order, and only that location may seek to redeem Spafinder Gift Certificates and Gift Cards. If the Property has additional locations, each location must enter into a separate Insertion Order (unless Spafinder specifically agrees in writing to include such locations in this Insertion Order). In the event the Property seeks to redeem Spafinder Gift Certificates or Gift Cards from a location which has not entered into an Insertion Order with Spafinder, Property agrees that it will owe and be obligated to pay to Spafinder, and Spafinder shall be authorized to immediately invoice Property for, all monthly fees that would have been due from such location(s) from the date of this Insertion Order.

2. Standards for Property Listings.
(a) The Property will provide in a timely manner as requested by Spafinder, the content and graphics to enable Spafinder to display the Property Listing. The Property shall be responsible for ensuring that the information provided to Spafinder is true and correct and complete in all respects. Spafinder shall not be responsible or liable for any mistakes, errors or omissions in any Property Listing. The Property shall be responsible for notifying Spafinder of any changes in the Property Listing as soon as such revised information is available.
(b) The Property shall use its best efforts to respond to all booking requests within 24 hours of receipt, and to make sure that all reservations agents, customer service agents, and other personnel are familiar with and knowledgeable of all deals and other specials promoted by the Property on the Spafinder websites.
(c) Spafinder reserves the right to reject, remove and/or cancel any Property Listing which contains or links to content which Spafinder in its sole discretion deems to be: (i) offensive or otherwise inconsistent with Spafinder's content standards; (ii) violating law or third party rights; or (iii) otherwise objectionable to Spafinder. Spafinder may also cancel any Property Listing in the event the Property does not meet the standards set forth in above. Spafinder's sole liability for taking such action shall be to refund the pro-rata portion of amounts paid for the unfulfilled Property Listing, if any. The information contained in the Property Listing will not infringe upon, or be a misappropriation of, any third party copyright, trademark, patent, trade secret, or other intellectual property or proprietary right of any third party, be libelous or obscene or otherwise violate any law or right of any third party. The Property shall be solely responsible for the content of its Property Listing and any website linked to from such Property Listing and shall indemnify Spafinder for all loss, costs, and damages in connection with any claims by any third parties relating to the Property Listing.
(d) Spafinder will have and retain full and exclusive right, title and ownership interest in and to the Spafinder websites and all content and graphics contained therein, except for the Property's content and graphics contained therein. The Property will have and retain full and exclusive right, title and ownership interest in and to content and graphics provided to Spafinder for inclusion in the Spafinder websites. The Property grants to Spafinder a non-exclusive, royalty free license to use, reproduce and to edit any content for inclusion in the Spafinder website(s) or other distribution channels as Spafinder deems reasonably appropriate.

3. Payments. Payments due to Spafinder must be made by credit card only. If the installment payment option is chosen, the first monthly payment is due upon execution of this Insertion Order; ongoing installments will be charged monthly thereafter. If the annual fee payment option is chosen, payment in full is due upon execution of the Insertion Order. If your credit card is not accepted for payment at any time and an alternate card is not provided at the time any installment is due, your website listing will be suspended and may be subject to a reinstatement fee. All payments due to the Property shall be paid directly to the Property; Spafinder cannot make payments to any other third party. Spafinder may offset from any redemption any amounts due and owing to Spafinder from the Property.

4. Compliance. The Property represents and warrants that
(i) its business is, and will at all times be operated in compliance with all licensing and similar requirements to which it is subject, and
(ii) its staff is, and will at all times be in compliance with all licensing and similar requirements to which it is subject and properly trained to perform the procedures/services the Property performs.

5. Effective Date, Term, Termination, Default. The Effective Date of this Insertion Order is the date it is signed by the Property. The term of this Insertion Order is for one (1) year commencing from the Effective Date. Unless Property delivers to Spafinder in writing its request to terminate this Insertion Order no less than thirty (30) days prior to any anniversary of the Effective Date, this Insertion Order shall renew annually on each anniversary of the Effective Date for additional one (1) year terms. If at any time Spafinder should seek to increase or decrease the program fee, it will provide the Property with thirty (30) days prior written notice, and if the Property chooses not to accept the revised fee, the Property may terminate this Insertion Order by providing thirty (30) days written notice to Spafinder. If the Property terminates this Insertion Order, the Property will be precluded from entering into any marketing arrangement or agreement with Spafinder for one (1) year thereafter. Spafinder may terminate this Insertion Order at any time for any reason upon written notice to the Property, and unless Spafinder terminated this Insertion Order due to a breach of this Insertion Order or other misconduct by the Property, the Property shall receive a pro-rata refund on any annual fee payment paid in advance beyond the date of termination. In the event of any default, including, without limitation, any payment default, the defaulting party agrees to pay all costs, fees and expenses, including reasonable attorney's fees, incurred as a result of such default. IF THIS AGREEMENT IS TERMINATED BY THE PROPERTY OR THE PROPERTY IS REMOVED FROM THE PROGRAM FOR ANY REASON (E.G. NONPAYMENT, VIOLATION OF TERMS) AND THE PROPERTY THEREAFTER SEEKS TO RETURN TO THE PROGRAM, IT WILL BE SUBJECT TO A $1,500 REINSTATEMENT FEE.

6. Limitations of Liability.
(a) IN NO EVENT WILL SPAFINDER BE RESPONSIBLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA, REGARDLESS OF WHETHER SPAFINDER WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. MOREOVER, SPAFINDER'S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE PROPERTY LISTING THAT IS THE SUBJECT MATTER OF THIS INSERTION ORDER, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE AMOUNT PAID BY THE PROPERTY TO SPAFINDER HEREUNDER DURING THE PRIOR 12 MONTH PERIOD. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS INSERTION ORDER.
(b) EXCEPT AS OTHERWISE STATED HEREIN, SPAFINDER DISCLAIMS ANY AND ALL WARRANTIES AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES AS TO THE NUMBER OF VISITORS TO OR PAGES DISPLAYED ON A SPAFINDER WEBSITE OR THE FUNCTIONALITY, PERFORMANCE, OR RESPONSE TIMES OF A SPAFINDER WEBSITE. THIS PROVISION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS INSERTION ORDER.
(c) Each party shall indemnify, defend and hold harmless the other party and the other party's officers, directors, partners, agents, employees, and affiliates (collectively, "Indemnitees") from and against any and all claims, damages, liabilities, judgments, costs and expenses (including reasonable attorney's fees and disbursements) arising out of any breach of its representations or warranties to the other party, or any material breach of its covenants or agreements made to the other party hereunder. The Property shall indemnify, defend, and hold Spafinder and its Indemnitees harmless from and against any and all claims, damages, liabilities, judgments, costs, and expenses (including reasonable attorney's fees and disbursements) arising out of any action brought by any third party relating to the services provided (or not provided), or actions (or failure to act), of the Property or any of its representatives or any other individual or entity, including, without limitation any action brought in connection with any particular visit to the Property.
(d) This paragraph shall survive any expiration or termination of the Insertion Order.

7. Confidentiality. The terms and conditions of this Insertion Order are confidential information of Spafinder and the Property shall not make any public statement, press release, or other announcement relating to, or otherwise disclose to any third party, the terms and conditions of or existence of this Insertion Order without the prior written approval of Spafinder. This provision shall survive any expiration or termination of the Insertion Order.

8. Miscellaneous. Spafinder reserves the right to modify the policies relating to this Insertion Order at any time, effective upon posting of an updated version of these Terms and Conditions on Spafinder.com. You are responsible for regularly reviewing these Terms and Conditions on Spafinder.com. Continued use of Spafinder's services after any such changes shall constitute your consent to such changes. This Insertion Order shall be interpreted under and construed in accordance with the laws of the State of New York, without regard to principles governing conflicts of law, and the parties unconditionally agree to submit themselves and their respective property in any legal action or proceeding to the jurisdiction of the courts in and of the State of New York and waive any objection that it now or may hereafter have as to the venue to such action of proceeding. Spafinder and the Property are independent contractors and neither party is the legal representative, agent, joint venture, partner, or employee of the other party. Either party may assign this Insertion Order by providing the other party 30 day written notice, provided that the assignee agrees to be bound by the terms and conditions of this Insertion Order. In the event of a change in ownership of the Property, the Property must arrange for the new owner to deliver to Spafinder a copy of the relevant documentation memorializing the transaction. This Insertion Order sets forth the entire agreement of the parties with respect to the subject matter hereof, supersedes all prior discussions, negotiations, representations or agreements, whether written or oral, relating to the subject matter hereof, and there are no understandings or agreements that are not fully set forth herein.

Gift Certificate/Gift Card Rider

This Gift Certificate/Gift Card Rider is part of the terms and conditions of the Insertion Order.
1. The Property agrees to accept and honor Spafinder Gift Certificates and Gift Cards at full face value in exchange for services, accommodations, meals and products, the same as they accept cash or credit/debit cards, without exception or limitation, charging prices no greater than the Property's posted or publically advertised and available rates.

2. The Property must remit to Spafinder to be redeemed all Gift Certificates and Gift Cards used by customers in order to receive reimbursement, and will follow applicable Spafinder's redemption procedures as in effect from time to time. Spafinder will remit to the Property the face value of the redeemed Gift Certificate or Gift Card less a 17% marketing fee. Any remaining balance on a Gift Certificate or Gift Card will be returned to the customer in the form of the Property's own gift certificate or credit. The Property keeps any and all sales dollars received from customer in excess of the face value of the Gift Certificate or Gift Card.

3. The Property may redeem Spafinder Gift Certificates and Gift Cards either by mail or online redemption. For redemptions by mail, Spafinder will pay the Property within 20 business days of receiving the Spafinder Gift Certificate or Gift Card in the Spafinder New York office. For faster payment, the Property may sign up for online redemption of Gift Certificates and Gift Cards. (Ask your sales representative or contact Spafinder at 212-716-1217.)
(a) The Property acknowledges and agrees that it will only seek to redeem Gift Certificates or Gift Cards actually used by a customer at the specific Property location(s) address(es) set forth in this Insertion Order and presented to the Property for payment. In the event that any Gift Certificate or Gift Card submitted by the Property for redemption is thereafter resubmitted by any other party for redemption, the Property will indemnify, defend and hold harmless Spafinder for all costs incurred by Spafinder in connection with such re-submission. The Property will be responsible for any damage to Spafinder's computer system that is occasioned by the Property downloading any information (e.g. computer viruses, bugs, etc.) in connection with any online redemption.
(b) The Property acknowledges that Spafinder may, at any time within six (6) months of a redemption, require the Property to deliver the original Gift Certificate or Gift Card directly to Spafinder and thus the Property agrees to keep all original Gift Certificates or Gift Cards for at least six (6) months after redemption.
(c) In addition to online redemption, the Property may also sign up for Automated Clearing House payments. (Ask your sales representative or contact Spafinder at 212-716-1217.) If the Property does not sign up for Automated Clearing House payments, it will be charged a $15 dollar handling fee for each reimbursement check received from Spafinder.

4. The Property agrees to abide by any fraud protection policies, procedures and devices that Spafinder implements from time to time in order to protect both Spafinder and the Property from fraudulent use of Gift Certificates or Gift Cards. The Property acknowledges that Spafinder reserves the right to change the look of its Gift Certificate and Gift Card from time to time, particularly in connection with an arrangement with a corporate partner. If the Property is uncertain about the validity of a Spafinder Gift Certificate or Gift Card, the Property must call Spafinder quality control department at (212) 924-6800, extension 250 for clarification before accepting the Gift Certificate or Gift Card. For increased security protection, Spafinder safeguards Gift Certificates and Gift Cards by having detailed records of Gift Certificate of Gift Card number, value, and name of recipient. The Property's failure to abide by such policies, procedures and devices may limit or preclude the Property's reimbursement for any Gift Certificate or Gift Card.

5. Spafinder reserves the right to terminate its Gift Certificate or Gift Card program upon 30 days' notice to the Property. However, Spafinder Gift Certificates and Gift Cards will be honored for redemption if presented to the Property before the expiration of said 30 day period.

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Last Minute Service Provider Agreement

Revision date April 2013

Agreement and Terms & Conditions

This Service Provider Agreement (this "Agreement") and the terms and conditions contained herein set forth the terms by which you agree to make offers available to Last Minute. For purposes of this Agreement, the term "Last Minute Services" shall mean your use of the reservation software operated by Last Minute, (the "Software") being offered at http://lm.spafinder.com/deals and all affiliated websites owned and operated by Spafinder Wellness, Inc., (collectively, the "Site"), your use of the Site and any and all other services provided to you by Last Minute through the Site or otherwise. For purposes of this Agreement the term "offers" shall mean your posting of inventory for fulfillment to third parties on the Last Minute Site. By registering as a Service Provider with Last Minute and completing the information required by us for registration, you agree to comply with and be bound by the terms and conditions of this Agreement, as the same may be amended, modified and supplemented from time to time in accordance with this Agreement.

1. REPRESENTATIONS AND WARRANTIES OF SERVICE PROVIDER. You represent and warrant to Last Minute that (i) you own or have the right to use and sublicense all logos, artwork, text, trademarks, business names and/or other materials ("Service Provider Materials") used or placed on the Site by you and that all such information shall be accurate, true and correct; (ii) none of the Service Provider Materials shall infringe the intellectual property rights of any third party; (iii) your performance of the terms and conditions of this Agreement and your obligations hereunder will not cause a breach or violation of any agreement or contract to which you are a party or by which you are bound; (iv) you have the right, power and authority to enter into this Agreement and perform the obligations herein; (v) you will at all times comply with all applicable laws, rules and regulations; (vi) all profile information you provide to Last Minute will be accurate, current and truthful; and (vii) you grant to Last Minute a non-exclusive license to the Service Provider Materials to allow it to distribute the Offers to third party partner advertisers for additional publication on the identical terms and conditions contained herein.

2. PAYMENT TERMS.
(a) COMMISSION FEE. You agree to pay to Last Minute a fee for each Transaction of the corresponding percentage of the listed appointment price. For purposes of this Agreement, "Transaction" shall mean an appointment that a third party has booked with you through the Last Minute Service. Commission Fees due to Last Minute shall be based upon the date on which the appointment is booked in relation to when the offer is posted. Last Minute reserves the right to change its commission fee at any time by providing prior notice to you.
(i) For appointments that are booked for the same day on which your offer is posted, the commission due to Last Minute will be twenty-five (25%) percent of the Transaction price (not including sales tax).
(ii) For appointments that are booked for the day after your offer is posted, the commission due to Last Minute will be twenty-two and one-half (22.5%) percent of the Transaction price (not including sales tax).
(iii) For (A) appointments that are booked for two days (or more) after the day your offer is posted, and (B) all recurring offers, the commission due to Last Minute will be twenty (20%) percent of the Transaction price (not including sales tax).
(b) PAYMENTS TO SERVICE PROVIDER. When you register as a Service Provider, you must provide your address and bank information to Last Minute so that your payment account can be set up. By entering into this Agreement you authorize Last Minute to send payments due to you hereunder to this account. Offer proceeds due to you will be sent within seven (7) days of the date your offer ran on Last Minute. This payment may be in the form of check or direct deposit into your bank account and will be processed when your available balance has reached a minimum of $100.

3. CANCELATION/REFUND POLICY. All appointments booked on the Last Minute Site are final and not subject to cancellation or refund. Should you seek a refund of any commission paid to Last Minute as a result of your issuing a refund to a customer who booked an appointment on the Last Minutes Site, you should contact Last Minute directly and Last Minute will evaluate your request.

4. SERVICE PROVIDER ADVERTISING RULES. Service Provider is solely responsible for each offer (including the content of such offer) purchased by third party pursuant thereto, including, without limitation, the provision of all goods and services specified in the offer. You agree that you will accept all purchased offers. All terms and conditions of any offer have been created and determined by you in your sole discretion and Last Minute is not responsible for such terms and conditions. Service Provider is the seller of the offer and the provider of any goods and/or services received by third party consumers; Last Minute is only fulfilling the sale of the offer. You are responsible for all customer service issues related to and/or resulting from any offer. In the event you do not adequately resolve any customer service issue which Last Minute ultimately resolves on its behalf, Last Minute may withhold form any proceeds due to you an amount equal to any monies expended by Last Minute in resolution of such issue.

5. TERM AND TERMINATION. Either party may terminate this Agreement by providing written notice (email acceptable) during normal business hours (such termination to be effective upon the close of business (6:00 p.m.) on the day the notice is received by us), provided, however, that you shall be obligated to pay to Last Minute fees for all previously made appointments. Upon termination, it shall be your obligation to remove all offers from the Site. Nothing in this Section 4 shall limit the ability of Last Minute to immediately terminate this Agreement in its discretion.

6. LOWEST ADVERTISED PRICE GUARANTEE. You agree that you will not make available to any third party through any means any lower prices on any of the offers you make available on Last Minute, be it advertising on your own website, advertising through other media, private interaction with clients, or any other methods. You hereby agree the prices for services you offer on Last Minute are either lower, or equal to, those available to third parties through any other means.

7. USE OF THE SERVICES/PROFILE INFORMATION. You agree that you are only authorized to access, view, and retain a copy of pages of this Site for your use in connection with this Agreement. You agree that you shall not, without our express written consent, duplicate, download, publish, modify, or otherwise distribute the material on the Site for any reason or use other than in connection with this Agreement. We reserve the right to revoke your access to the Site and the Last Minute Services at any time for any reason in our sole discretion. All information about clients and users is confidential and for your use only in connection with this Agreement. You agree to maintain in confidence any and all information provided to you by users and clients.

8. SERVICE PROVIDER CALENDAR. As part of the Last Minute Services, we provide you with the opportunity to display current appointment time availability. Because the success of our business (as well as yours) is determined in part by the ability of a user to book reservations, you agree to timely update the appointment time availability and keep it current and accurate. You acknowledge and agree that your right to use our booking software will only be available to you during the term of this Agreement. While we will try to maintain the information of past appointments and current availabilities on our servers, you are ultimately responsible for maintaining this information in the event that our servers "crash" or otherwise experience a breakdown or failure. You acknowledge and agree that in no event shall we be liable to you in the event of such a crash or other failure or for the unavailability of your calendar.

9. LIABILITY LIMITATIONS.
(a) IN NO EVENT WILL LAST MINTE BE RESPONSIBLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA, REGARDLESS OF WHETHER LAST MINUTE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. MOREOVER, LAST MINUTE'S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES THAT ARE THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE AMOUNT PAID BY YOU TO LAST MINUTE HEREUNDER DURING THE PRIOR 12 MONTH PERIOD. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
(b) EXCEPT AS OTHERWISE SPECIFICALLY STATED HEREIN, LAST MINUTE DISCLAIMS ANY AND ALL WARRANTIES AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES AS TO THE NUMBER OF VISITORS TO OR PAGES DISPLAYED ON THE SITE OR THE FUNCTIONALITY, PERFORMANCE, OR RESPONSE TIMES OF THE SITE. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

10. INDEMNITY
(a) EACH PARTY SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER PARTY AND THE OTHER PARTY'S OFFICERS, DIRECTORS, PARTNERS, AGENTS, EMPLOYEES, AND AFFILIATES (COLLECTIVELY, "INDEMNITEES") FROM AND AGAINST AND ALL CLAIMS, DAMAGES, LIABILITIES, JUDGMENTS, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES AND DISBURSEMENTS) ARISING OUT OF ANY BREACH OF ITS REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, OR ANY MATERIAL BREACH OF ITS COVENANTS OR AGREEMENTS MADE TO THE OTHER PARTY HEREUNDER.
(b) YOU AGREE TO INDEMNIFY LAST MINUTE, AND ITS SUBSIDIARIES, AFFILIATES, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, AND HOLD THEM EACH HARMLESS FROM ANY AND ALL CLAIMS OR DEMANDS, INCLUDING REASONABLE ATTORNEY'S FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING FROM YOUR SERVICES AND YOUR USE OF THE LAST MINUTE SERVICES, OR ARISING FROM YOUR VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY INCLUDING USERS OF THE SITE.

11. MISCELLANEOUS. Last Minute reserves the right to modify the policies relating to this Agreement at any time, effective upon posting of an updated version of these Terms and Conditions on the Last Minute Site, and such changes shall take effect thirty (30) days thereafter. You are responsible for regularly reviewing these Terms and Conditions on the Last Minute Site. Continued use of Last Minute's services after any such changes shall constitute your consent to such changes. Any legal controversy or legal claim arising out of or relating to this Agreement or the Last Minute Services or the Site, excluding legal action taken by us to recover damages for, or obtain an injunction relating to the Site, our intellectual property, and the Last Minute Services, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in New York, New York, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. This Agreement shall be interpreted under and construed in accordance with the laws of the State of New York, without regard to principles governing conflicts of law, and the parties unconditionally agree to submit themselves and their respective property in any legal action or proceeding to the jurisdiction of the courts in and of the State of New York and waive any objection that it now or may hereafter have as to the venue to such action of proceeding. Last Minute and the Property are independent contractors and neither party is the legal representative, agent, joint venture, partner, or employee of the other party. Either party may assign this Agreement by providing the other party 30 day written notice, provided that the assignee agrees to be bound by the terms and conditions of this Agreement. In the event of a change in ownership of the Property, the Property must arrange for the new owner to deliver to Last Minute a copy of the relevant documentation memorializing the transaction. This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof, supersedes all prior discussions, negotiations, representations or agreements, whether written or oral, relating to the subject matter hereof, and there are no understandings or agreements that are not fully set forth herein. If any of the provisions, or portions thereof, of this Agreement are found to be invalid under any applicable law, then, that provision notwithstanding, this Agreement shall remain in full force and effect and such provision or portion thereof shall be deemed omitted.

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Standard Terms & Conditions for Internet Advertising

Revision date August 2013

Terms & Conditions

These Standard Terms and Conditions for Internet Advertising are intended to offer media companies and advertising agencies a standard for conducting business in a manner acceptable to both. This document, when incorporated into an insertion order, represents the parties’ common understanding for doing business. This document may not fully cover online marketing agreements, sponsorships and other arrangements, and/or special production, but may be used as the basis for the media components of such contracts. This document is not meant to cover the relationship between a publisher and a network, or direct advertiser buys with publishers.

DEFINITIONS
"Ad" means any advertisement provided by Agency on behalf of an Advertiser.
"Advertiser" means the advertiser for which Agency is the agent under an applicable IO.
"Advertising Materials" means artwork, copy, or active URLs for Ads.
"Affiliate" means, as to an entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity.
"Agency" means the advertising agency (or direct Advertiser) listed on the applicable IO.
"Deliverable" or "Deliverables" means the inventory delivered by Media Company.
"IO" means a mutually agreed insertion order that incorporates these Terms, under which Media Company will deliver Ads on Sites for the benefit of Agency or Advertiser.
"Media Company" means the publisher listed on the applicable IO.
"Media Company Properties" are websites specified on an IO that are owned, operated, or controlled by Media Company.
"Network Properties" means websites specified on an IO that are not owned, operated, or controlled by Media Company, but on which Media Company has a contractual right to serve Ads.
"Policies" means advertising criteria or specifications made conspicuously available, including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with Media Company’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and Advertising Materials due dates.
"Representative" means, as to an entity and/or its Affiliate(s), any director, officer, employee, consultant, contractor, agent, and/or attorney.
"Site" or "Sites" means Media Company Properties and Network Properties.
"Terms" means these Standard Terms and Conditions for Internet.
"Third Party" means an entity or person that is not a party to an IO; for purposes of clarity, Media Company, Agency, Advertiser, and any Affiliates or Representatives of the foregoing are not Third Parties.
"Third Party Ad Server" means a Third Party that will serve and/or track Ads.

I. INSERTION ORDERS AND INVENTORY AVAILABILITY
a. IO Details. From time to time, Media Company and Agency may execute IOs that will be accepted as set forth in Section I(b). As applicable, each IO will specify: (i) the type(s) and amount(s) of Deliverables, (ii) the price(s) for such Deliverables, (iii) the maximum amount of money to be spent pursuant to the IO, (iv) the start and end dates of the campaign, and (v) the identity of and contact information for any Third Party Ad Server. Other items that may be included are, but are not limited to, reporting requirements, any special Ad delivery scheduling and/or Ad placement requirements, and specifications concerning ownership of data collected.
b. Availability; Acceptance. Media Company will make commercially reasonable efforts to notify Agency within two (2) business days of receipt of an IO signed by Agency if the specified inventory is not available. Acceptance of the IO and these Terms will be deemed the earlier of (i) written (which, unless otherwise specified, for purposes of these Terms, will include paper, fax, or e-mail communication) approval of the IO by Media Company and Agency, or (ii) the display of the first Ad impression by Media Company, unless otherwise agreed on the IO. Notwithstanding the foregoing, modifications to the originally submitted IO will not be binding unless approved in writing by both Media Company and Agency.
c. Revisions. Revisions to accepted IOs will be made in writing and acknowledged by the other party in writing.

II. AD PLACEMENT AND POSITIONING
a. Compliance with IO. Media Company will comply with the IO, including all Ad placement restrictions, and, except as set forth in Section VI(c), will create a reasonably balanced delivery schedule. Media Company will provide, within the scope of the IO, an Ad to the Site specified on the IO when such Site is visited by an Internet user. Any exceptions will be approved by Agency in writing.
b. Changes to Site. Media Company will use commercially reasonable efforts to provide Agency at least 10 business days prior notification of any material changes to the Site that would materially change the target audience or materially affect the size or placement of the Ad specified on the applicable IO. Should such a modification occur with or without notice, as Agency’s and Advertiser’s sole remedy for such change, Agency may cancel the remainder of the affected placement without penalty within the 10-day notice period. If Media Company has failed to provide such notification, Agency may cancel the remainder of the affected placement within 30 days of such modification and, in such case, will not be charged for any affected Ads delivered after such modification.
c. Technical Specifications. Media Company will submit or otherwise make electronically accessible to Agency final technical specifications within ten (10) business days of the acceptance of an IO. Changes by Media Company to the specifications of already-purchased Ads after that ten (10) business day period will allow Advertiser to suspend delivery of the affected Ad for a reasonable time (without impacting the end date, unless otherwise agreed by the parties) in order to (i) send revised Advertising Materials; (ii) request that Media Company resize the Ad at Media Company’s cost, and with final creative approval of Agency, within a reasonable time period to fulfill the guaranteed levels of the IO; (iii) accept a comparable replacement; or (iv) if the parties are unable to negotiate an alternate or comparable replacement in good faith within five (5) business days, immediately cancel the remainder of the affected placement without penalty.
d. Editorial Adjacencies. Media Company acknowledges that certain Advertisers may not want their Ads placed adjacent to content that promotes pornography, violence, or the use of firearms, contains obscene language, or falls within another category stated on the IO ("Editorial Adjacency Guidelines"). Media Company will use commercially reasonable efforts to comply with the Editorial Adjacency Guidelines with respect to Ads that appear on Media Company Properties, although Media Company will at all times retain editorial control over the Media Company Properties. For Ads shown on Network Properties, Media Company and Agency agree that Media Company’s sole responsibilities with respect to compliance with these Editorial Adjacency Guidelines will be to obtain contractual representations from its participating network publishers that such publishers will comply with Editorial Adjacency Guidelines on all Network Properties and to provide the remedy specified below to Agency with respect to violations of Editorial Adjacency Guidelines on Network Properties. Should Ads appear in violation of the Editorial Adjacency Guidelines, Advertiser's sole and exclusive remedy is to request in writing that Media Company remove the Ads and provide makegoods or, if no makegood can be agreed upon, issue a credit to Advertiser equal to the value of such Ads, or not bill Agency for such Ads. In cases where a makegood and a credit can be shown to be commercially infeasible for the Advertiser, Agency and Media Company will negotiate an alternate solution. After Agency notifies Media Company that specific Ads are in violation of the Editorial Adjacency Guidelines, Media Company will make commercially reasonable efforts to correct such violation within 24 hours. If such correction materially and adversely impacts such IO, Agency and Media Company will negotiate in good faith mutually agreed changes to such IO to address such impacts. Notwithstanding the foregoing, Agency and Advertiser each acknowledge and agree that no Advertiser will be entitled to any remedy for any violation of the Editorial Adjacency Guidelines resulting from: (i) Ads placed at locations other than the Sites, or (ii) Ads displayed on properties that Agency or Advertiser is aware, or should be aware, may contain content in potential violation of the Editorial Adjacency Guidelines.
For any page on the Site that primarily consists of user-generated content, the preceding paragraph will not apply. Instead, Media Company will make commercially reasonable efforts to ensure that Ads are not placed adjacent to content that violates the Site’s terms of use. Advertiser’s and Agency’s sole remedy for Media Company’s breach of such obligation will be to submit written complaints to Media Company, which will review such complaints and remove user-generated content that Media Company, in its sole discretion, determines is objectionable or in violation of such Site’s terms of use.

III. PAYMENT AND PAYMENT LIABILITY
a. Invoices. The initial invoice will be sent by Media Company as set forth in the IO. Invoices will be sent to Agency’s billing address as set forth on the IO and will include information reasonably specified by Agency, such as the IO number, Advertiser name, brand name or campaign name, and any number or other identifiable reference stated as required for invoicing on the IO. All invoices (other than corrections of previously provided invoices) pursuant to the IO will be sent within 90 days of delivery of all Deliverables. Media Company acknowledges that failure by Media Company to send an invoice within such period may cause Agency to be contractually unable to collect payment from the Advertiser. If Media Company sends the invoice after the 90-day period and the Agency either has not received the applicable funds from the Advertiser or does not have the Advertiser’s consent to dispense such funds, Agency will use commercially reasonable efforts to assist Media Company in collecting payment from the Advertiser or obtaining Advertiser’s consent to dispense funds.
Upon request from the Agency, Media Company should provide proof of performance for the invoiced period, which may include access to online or electronic reporting, as addressed in these Terms, subject to the notice and cure provisions of Section IV. Media Company should invoice Agency for the services provided on a calendar-month basis with the net cost (i.e., the cost after subtracting Agency commission, if any) based on actual delivery, flat-fee, or based on prorated distribution of delivery over the term of the IO, as specified on the applicable IO.
b. Payment Date. Agency will make payment 30 days from its receipt of invoice, or as otherwise stated in a payment schedule set forth on the IO. Media Company may notify Agency that it has not received payment in such 30-day period and whether it intends to seek payment directly from Advertiser pursuant to Section III(c), below, and Media Company may do so five (5) business days after providing such notice.
c. Payment Liability. Unless otherwise set forth by Agency on the IO, Media Company agrees to hold Agency liable for payments solely to the extent proceeds have cleared from Advertiser to Agency for Ads placed in accordance with the IO. For sums not cleared to Agency, Media Company agrees to hold Advertiser solely liable. Media Company understands that Advertiser is Agency’s disclosed principal and Agency, as agent, has no obligations relating to such payments, either joint or several, except as specifically set forth in this Section III(c) and Section X(c). Agency agrees to make every reasonable effort to collect and clear payment from Advertiser on a timely basis.
Agency’s credit is established on a client-by-client basis.
If Advertiser proceeds have not cleared for the IO, other advertisers from Agency will not be prohibited from advertising on the Site due to such non-clearance if such other advertisers’ credit is not in question.
Upon request, Agency will make available to Media Company written confirmation of the relationship between Agency and Advertiser. This confirmation should include, for example, Advertiser’s acknowledgement that Agency is its agent and is authorized to act on its behalf in connection with the IO and these Terms. In addition, upon the request of Media Company, Agency will confirm whether Advertiser has paid to Agency in advance funds sufficient to make payments pursuant to the IO.
If Advertiser’s or Agency’s credit is or becomes impaired, Media Company may require payment in advance.

IV. REPORTING
a. Media Company Reporting. Media Company will make reporting available, either electronically or in writing, as specified on the IO.
Once Media Company has provided the online or electronic report, it agrees that Agency and Advertiser are entitled to reasonably rely on it, subject to provision of Media Company’s invoice for such period.
b. Reporting Failure. If Agency informs Media Company that Media Company has delivered an incomplete or inaccurate report, or no report at all, Media Company will cure such failure within five (5) business days of receipt of such notice.

V. CANCELLATION AND TERMINATION
a. Without Cause. Unless designated on the IO as non-cancelable, Advertiser may cancel the entire IO, or any portion thereof, no less than thirty (30) days prior to the start date of the campaign, provided, however, that Advertiser will remain liable to Media Company for amounts due for any custom content or development ("Custom Material") provided to Advertiser or completed by Media Company or its third-party vendor prior to the effective date of termination. Advertiser will pay for such Custom Material within 30 days from receiving an invoice therefore.
b. For Cause. Either Media Company or Agency may terminate an IO at any time if the other party is in material breach of its obligations hereunder, which breach is not cured within 10 days after receipt of written notice thereof from the non-breaching party, except as otherwise stated in these Terms with regard to specific breaches. Additionally, if Agency or Advertiser breaches its obligations by violating the same Policy three times (and such Policy was provided to Agency or Advertiser) and receives timely notice of each such breach, even if Agency or Advertiser cures such breaches, then Media Company may terminate the IO or placements associated with such breach upon written notice. If Agency or Advertiser does not cure a violation of a Policy within the applicable 10-day cure period after written notice, where such Policy had been provided by Media Company to Agency, then Media Company may terminate the IO and/or placements associated with such breach upon written notice.

VI. FORCE MAJEURE
a. Generally. Excluding payment obligations, neither Agency nor Media Company will be liable for delay or default in the performance of its respective obligations under these Terms if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes ("Force Majeure event"). If Media Company suffers such a delay or default, Media Company will make reasonable efforts within five (5) business days to recommend a substitute transmission for the Ad or time period for the transmission. If no such substitute time period or makegood is reasonably acceptable to Agency, Media Company will allow Agency a pro rata reduction in the space, time, and/or program charges hereunder in the amount of money assigned to the space, time, and/or program charges at time of purchase. In addition, Agency will have the benefit of the same discounts that would have been earned had there been no default or delay.
b. Related to Payment. If Agency’s ability to transfer funds to third parties has been materially negatively impacted by an event beyond the Agency’s reasonable control, including, but not limited to, failure of banking clearing systems or a state of emergency, then Agency will make every reasonable effort to make payments on a timely basis to Media Company, but any delays caused by such condition will be excused for the duration of such condition. Subject to the foregoing, such excuse for delay will not in any way relieve Agency from any of its obligations as to the amount of money that would have been due and paid without such condition.
c. Cancellation. If a Force Majeure event has continued for five (5) business days, Media Company and/or Agency has the right to cancel the remainder of the IO without penalty.

VII. AD MATERIALS
a. Submission. Agency will submit Advertising Materials pursuant to Section II(c) in accordance with Media Company’s then-existing Policies. Media Company will request a final approval of Advertisement from Agency and Agency must respond within three (3) business days of Media Company’s request or Advertisement shall be deemed accepted and will be final.
b. Late Creative. If Advertising Materials are not received by the IO start date, Media Company will begin to charge the Advertiser on the IO start date on a pro rata basis based on the full IO, excluding portions consisting of performance-based, non-guaranteed inventory, for each full day the Advertising Materials are not received. If Advertising Materials are late based on the Policies, Media Company is not required to guarantee full delivery of the IO. Media Company and Agency will negotiate a resolution if Media Company has received all required Advertising Materials in accordance with Section VII(a) but fails to commence a campaign on the IO start date.
c. Compliance. Media Company reserves the right within its discretion to reject or remove from its Site any Ads for which the Advertising Materials, software code associated with the Advertising Materials (e.g. pixels, tags, JavaScript), or the website to which the Ad is linked do not comply with its Policies, or that in Media Company’s sole reasonable judgment, do not comply with any applicable law, regulation, or other judicial or administrative order. In addition, Media Company reserves the right within its discretion to reject or remove from its Site any Ads for which the Advertising Materials or the website to which the Ad is linked are, or may tend to bring, disparagement, ridicule, or scorn upon Media Company or any of its Affiliates (as defined below), provided that if Media Company has reviewed and approved such Ads prior to their use on the Site, Media Company will not immediately remove such Ads before making commercially reasonable efforts to acquire mutually acceptable alternative Advertising Materials from Agency.
d. Damaged Creative. If Advertising Materials provided by Agency are damaged, not to Media Company’s specifications, or otherwise unacceptable, Media Company will use commercially reasonable efforts to notify Agency within two (2) business days of its receipt of such Advertising Materials.
e. No Modification. Media Company will not edit or modify the submitted Ads in any way, including, but not limited to, resizing the Ad, without Agency’s approval. Media Company will use all Ads in strict compliance with these Terms and any written instructions provided on the IO.
f. Ad Tags. When applicable, Third Party Ad Server tags will be implemented so that they are functional in all aspects.
g. Trademark Usage. Media Company, on the one hand, and Agency and Advertiser, on the other, will not use the other’s trade name, trademarks, logos, or Ads in any public announcement (including, but not limited to, in any press release) regarding the existence or content of these Terms or an IO without the other’s prior written approval.

VIII. INDEMNIFICATION
a. By Media Company. Media Company will defend, indemnify, and hold harmless Agency, Advertiser, and each of its Affiliates and Representatives from damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, "Losses") resulting from any claim, judgment, or proceeding (collectively, "Claims") brought by a Third Party and resulting from (i) Media Company’s alleged breach of Section XII or of Media Company’s representations and warranties in Section XII(a), (ii) Media Company’s display or delivery of any Ad in breach of Section II(a) or Section VII(e), or (iii) Advertising Materials provided by Media Company for an Ad (and not by Agency, Advertiser, and/or each of its Affiliates and/or Representatives) ("Media Company Advertising Materials") that: (A) violate any applicable law, regulation, judicial or administrative action, or the right of a Third Party; or (B) are defamatory or obscene. Notwithstanding the foregoing, Media Company will not be liable for any Losses resulting from Claims to the extent that such Claims result from (1) Media Company’s customization of Ads or Advertising Materials based upon detailed specifications, materials, or information provided by the Advertiser, Agency, and/or each of its Affiliates and/or Representatives, or (2) a user viewing an Ad outside of the targeting set forth on the IO, which viewing is not directly attributable to Media Company’s serving such Ad in breach of such targeting.
b. By Advertiser. Advertiser will defend, indemnify, and hold harmless Media Company and each of its Affiliates and Representatives from Losses resulting from any Claims brought by a Third Party resulting from (i) Advertiser’s alleged breach of Section X or of Advertiser’s representations and warranties in Section XII(a), (ii) Advertiser’s violation of Policies (to the extent the terms of such Policies have been provided (e.g., by making such Policies available by providing a URL) via email or other affirmative means, to Agency or Advertiser at least 14 days prior to the violation giving rise to the Claim), or (iii) the content or subject matter of any Ad or Advertising Materials to the extent used by Media Company in accordance with these Terms or an IO.
c. By Agency. Agency represents and warrants that it has the authority as Advertiser’s agent to bind Advertiser to these Terms and each IO, and that all of Agency’s actions related to these Terms and each IO will be within the scope of such agency. Agency will defend, indemnify, and hold harmless Media Company and each of its Affiliates and Representatives from Losses resulting from (i) Agency’s alleged breach of the foregoing sentence, or (ii) Claims brought by a Third Party alleging that Agency has breached its express, Agency-specific obligations under Section X.
d. Procedure. The indemnified party(s) will promptly notify the indemnifying party of all Claims of which it becomes aware (provided that a failure or delay in providing such notice will not relieve the indemnifying party’s obligations except to the extent such party is prejudiced by such failure or delay), and will: (i) provide reasonable cooperation to the indemnifying party at the indemnifying party’s expense in connection with the defense or settlement of all Claims; and (ii) be entitled to participate at its own expense in the defense of all Claims. The indemnified party(s) agrees that the indemnifying party will have sole and exclusive control over the defense and settlement of all Claims; provided, however, the indemnifying party will not acquiesce to any judgment or enter into any settlement, either of which imposes any obligation or liability on an indemnified party(s) without its prior written consent.

IX. LIMITATION OF LIABILITY
Excluding Agency’s, Advertiser’s, and Media Company’s respective obligations under Section VIII, damages that result from a breach of Section X, or intentional misconduct by Agency, Advertiser, or Media Company, in no event will any party be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever, including, but not limited to, damages for loss of profits, business interruption, loss of information, and the like, incurred by another party arising out of an IO, even if such party has been advised of the possibility of such damages.

X. NON-DISCLOSURE, DATA USAGE AND OWNERSHIP, PRIVACY AND LAWS
a. Definitions and Obligations. "Confidential Information" will include (i) all information marked as "Confidential," "Proprietary," or similar legend by the disclosing party ("Discloser") when given to the receiving party ("Recipient"); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary. Without limiting the foregoing, Discloser and Recipient agree that each Discloser’s contribution to IO Details (as defined below) shall be considered such Discloser’s Confidential Information. Recipient will protect Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. Recipient shall not disclose Confidential Information to anyone except an employee, agent, Affiliate, or third party who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section. Recipient will not use Discloser’s Confidential Information other than as provided for on the IO.
b. Exceptions. Notwithstanding anything contained herein to the contrary, the term "Confidential Information" will not include information which: (i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of Recipient; (iii) was rightfully in Recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to Recipient by Discloser; (iv) was developed by employees or agents of Recipient independently of, and without reference to, Confidential Information; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidentiality. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange, or as necessary to establish the rights of either party under these Terms; provided, however, that both Discloser and Recipient will stipulate to any orders necessary to protect such information from public disclosure.
c. Additional Definitions. As used herein the following terms shall have the following definitions:
 i. "User Volunteered Data" is personally identifiable information collected from individual users by Media Company during delivery of an Ad pursuant to the IO, but only where it is expressly disclosed to such individual users that such collection is solely on behalf of Advertiser.
  ii. "IO Details" are details set forth on the IO but only when expressly associated with the applicable Discloser, including, but not limited to, Ad pricing information, Ad description, Ad placement information, and Ad targeting information.
  iii. "Performance Data" is data regarding a campaign gathered during delivery of an Ad pursuant to the IO (e.g., number of impressions, interactions, and header information), but excluding Site Data or IO Details.
  iv. "Site Data" is any data that is (A) preexisting Media Company data used by Media Company pursuant to the IO; (B) gathered pursuant to the IO during delivery of an Ad that identifies or allows identification of Media Company, Media Company’s Site, brand, content, context, or users as such; or (C) entered by users on any Media Company Site other than User Volunteered Data.
  v. "Collected Data" consists of IO Details, Performance Data, and Site Data.
  vi. "Repurposing" means retargeting a user or appending data to a non-public profile regarding a user for purposes other than performance of the IO.
  vii. "Aggregated" means a form in which data gathered under an IO is combined with data from numerous campaigns of numerous Advertisers and precludes identification, directly or indirectly, of an Advertiser.
d. Use of Collected Data.
  i. Unless otherwise authorized by Media Company, Advertiser will not: (A) use Collected Data for Repurposing; provided, however, that Performance Data may be used for Repurposing so long as it is not joined with any IO Details or Site Data; (B) disclose IO Details of Media Company or Site Data to any Affiliate or Third Party except as set forth in Section X (d)(iii).
  ii. Unless otherwise authorized by Agency or Advertiser, Media Company will not: (A) use or disclose IO Details of Advertiser, Performance Data, or a user’s recorded view or click of an Ad, each of the foregoing on a non-Aggregated basis, for Repurposing or any purpose other than performing under the IO, compensating data providers in a way that precludes identification of the Advertiser, or internal reporting or internal analysis; or (B) use or disclose any User Volunteered Data in any manner other than in performing under the IO.
  iii. Advertiser, Agency, and Media Company (each a "Transferring Party") will require any Third Party or Affiliate used by the Transferring Party in performance of the IO on behalf of such Transferring Party to be bound by confidentiality and non-use obligations at least as restrictive as those on the Transferring Party, unless otherwise set forth in the IO.
e. User Volunteered Data. All User Volunteered Data is the property of Advertiser, is subject to the Advertiser’s posted privacy policy, and is considered Confidential Information of Advertiser. Any other use of such information will be set forth on the IO and signed by both parties.
f. Privacy Policies. Agency, Advertiser, and Media Company will post on their respective Web sites their privacy policies and adhere to their privacy policies, which will abide by applicable laws. Failure by Media Company, on the one hand, or Agency or Advertiser, on the other, to continue to post a privacy policy, or non-adherence to such privacy policy, is grounds for immediate cancellation of the IO by the other party.
g. Compliance with Law. Agency, Advertiser, and Media Company will at all times comply with all federal, state, and local laws, ordinances, regulations, and codes which are applicable to their performance of their respective obligations under the IO.
h. Agency Use of Data. Agency will not: (i) use Collected Data unless Advertiser is permitted to use such Collected Data, nor (ii) use Collected Data in ways that Advertiser is not allowed to use such Collected Data. Notwithstanding the foregoing or anything to the contrary herein, the restrictions on Advertiser in Section X (d)(i) shall not prohibit Agency from (A) using Collected Data on an Aggregated basis for internal media planning purposes only (but not for Repurposing), or (B) disclosing qualitative evaluations of Aggregated Collected Data to its clients and potential clients, and Media Companies on behalf of such clients or potential clients, for the purpose of media planning.

XI. THIRD PARTY AD SERVING AND TRACKING (Applicable if Third Party Ad Server is used)
a. Ad Serving and Tracking. Media Company will track delivery through its ad server and, provided that Media Company has approved in writing a Third Party Ad Server to run on its properties, Agency will track delivery through such Third Party Ad Server. Agency may not substitute the specified Third Party Ad Server without Media Company’s prior written consent. For all purposes of this Agreement, Media Company tracking will be controlling.
b. Ad Server Reporting Access. As available, Media Company will provide Agency with online or automated access to relevant and non-proprietary statistics from the ad server within one (1) business day upon request. If such online or automated reporting is not available, Media Company will provide placement-level activity reports in a timely manner.

XII. MISCELLANEOUS
a. Necessary Rights. Media Company represents and warrants that Media Company has all necessary permits, licenses, and clearances to sell the Deliverables specified on the IO subject to these Terms. Advertiser represents and warrants that Advertiser has all necessary licenses and clearances to use the content contained in the Ads and Advertising Materials as specified on the IO and subject to these Terms, including any applicable Policies.
b. Assignment. Neither Agency nor Advertiser may resell, assign, or transfer any of its rights or obligations hereunder, and any attempt to resell, assign, or transfer such rights or obligations without Media Company’s prior written approval will be null and void. All terms and conditions in these Terms and each IO will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors, and assigns.
c. Entire Agreement. Each IO (including the Terms) will constitute the entire agreement of the parties with respect to the subject matter thereof and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the IO. The IO may be executed in counterparts, each of which will be an original, and all of which together will constitute one and the same document.
d. Conflicts; Governing Law; Amendment. In the event of any inconsistency between the terms of an IO and these Terms, the terms of the IO will prevail. All IOs will be governed by the laws of the State of New York. Media Company and Agency (on behalf of itself and Advertiser) agree that any claims, legal proceedings, or litigation arising in connection with the IO (including these Terms) will be brought solely in New York, and the parties consent to the jurisdiction of such courts. No modification of these Terms will be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions will remain in full force and effect. All rights and remedies hereunder are cumulative.
e. Notice. Any notice required to be delivered hereunder will be deemed delivered three days after deposit, postage paid, in U.S. mail, return receipt requested, one business day if sent by overnight courier service, and immediately if sent electronically or by fax. All notices to Media Company and Agency will be sent to the contact as noted on the IO with a copy to the Legal Department. All notices to Advertiser will be sent to the address specified on the IO.
f. Survival. Sections III, VIII, IX, X, and XII will survive termination or expiration of these Terms, and Section IV will survive for 30 days after the termination or expiration of these Terms. In addition, each party will promptly return or destroy the other party’s Confidential Information upon written request and remove Advertising Materials and Ad tags upon termination of these Terms.
g. Headings. Section or paragraph headings used in these Terms are for reference purposes only, and should not be used in the interpretation hereof.

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Gift Certificate/Gift Card Terms & Conditions

Revision date May 2013

1. The Property agrees to accept and honor Spafinder Gift Certificates and Gift Cards at full face value in exchange for services and products, the same as they accept cash or credit/debit cards, without exception or limitation, charging prices no greater than the Property's posted or publically advertised and available rates.

2. The Property must remit to Spafinder to be redeemed all Gift Certificates and Gift Cards used by customers in order to receive reimbursement, and will follow applicable Spafinder's redemption procedures as in effect from time to time. Spafinder will remit to the Property the face value of the redeemed Gift Certificate or Gift Card less a 17% marketing fee. Any remaining balance on a Gift Certificate or Gift Card will be returned to the customer in the form of the Property's own gift certificate or credit. The Property keeps any and all sales dollars received from customer in excess of the face value of the Gift Certificate or Gift Card.

3. The Property may redeem Spafinder Gift Certificates and Gift Cards either by mail or online redemption. For redemptions by mail, Spafinder will pay the Property within 20 business days of receiving the Spafinder Gift Certificate or Gift Card in the Spafinder New York office. For faster payment, the Property may sign up for online redemption of Gift Certificates and Gift Cards. (Ask your sales representative or contact Spafinder at 212-716-1217.)
(a) The Property acknowledges and agrees that it will only seek to redeem Gift Certificates or Gift Cards actually used by a customer at the specific Property location(s) address(es) set forth in this Insertion Order and presented to the Property for payment. In the event that any Gift Certificate or Gift Card submitted by the Property for redemption is thereafter re-submitted by any other party for redemption, the Property will indemnify, defend and hold harmless Spafinder for all costs incurred by Spafinder in connection with such re-submission. The Property will be responsible for any damage to Spafinder's computer system that is occasioned by the Property downloading any information (e.g. computer viruses, bugs, etc.) in connection with any online redemption.
(b) The Property acknowledges that Spafinder may, at any time within six (6) months of a redemption, require the Property to deliver the original Gift Certificate or Gift Card directly to Spafinder and thus the Property agrees to keep all original Gift Certificates or Gift Cards for at least six (6) months after redemption.
(c) In addition to online redemption, the Property may also sign up for Automated Clearing House payments. (Ask your sales representative or contact Spafinder at 212-716-1217.) If the Property does not sign up for Automated Clearing House payments, it will be charged a $15 dollar handling fee for each reimbursement check received from Spafinder.

4. The Property agrees to abide by any fraud protection policies, procedures and devices that Spafinder implements from time to time in order to protect both Spafinder and the Property from fraudulent use of Gift Certificates or Gift Cards. The Property acknowledges that Spafinder reserves the right to change the look of its Gift Certificate and Gift Card from time to time, particularly in connection with an arrangement with a corporate partner. If the Property is uncertain about the validity of a Spafinder Gift Certificate or Gift Card, the Property must call Spafinder quality control department at (212) 924-6800, extension 250 for clarification before accepting the Gift Certificate or Gift Card. For increased security protection, Spafinder safeguards Gift Certificates and Gift Cards by having detailed records of Gift Certificate of Gift Card number, value, and name of recipient. The Property's failure to abide by such policies, procedures and devices may limit or preclude the Property's reimbursement for any Gift Certificate or Gift Card.

5. Spafinder reserves the right to terminate its Gift Certificate or Gift Card program upon 30 days' notice to the Property. However, Spafinder Gift Certificates and Gift Cards will be honored for redemption if presented to the Property before the expiration of said 30 day period.

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Standard Terms & Conditions for Costco In-Store Marketing Program (October 2014-May 2015)

Revision date July 2014

1. Standards for Content
Content must be submitted in the form of an EPS vector file of the Advertiser’s logo. Media Company reserves the right, without liability, to reject, remove and/or cancel any content which Media Company in its sole discretion deems to be: a) offensive or otherwise inconsistent with Media Company’s content standards; b) violating law or third party rights; or c) implying that Media Company or its partners or subcontractors endorse the Advertiser’s products or services. Media Company’s sole liability for taking such action shall be to refund the pro-rata portion of amounts paid for the unfulfilled advertising term, if any. Advertiser shall be solely responsible for all content and shall indemnify Media Company for all loss, costs, and damages in connection with any claims of infringement of any third party rights.

2. Payment Terms
Advertiser is responsible for all payments due Media Company under any insertion order. All payments dues Media Company must be submitted with delivery of content proof provided for in Section 1) above. If payment is not received by Media Company by August 22, 2014, Media Company may cancel this insertion order in its sole discretion without any liability or further responsibility to Advertiser. No advertisement included in this insertion order may be cancelled by Advertiser under any circumstances. If Advertiser is represented by an Agency, Advertiser and Agency shall be jointly and severally liable for all payments due Publisher.

3. Advertiser's Representations and Warranties
Content is accepted based upon Advertiser’s representation and warranty that Advertiser has the right to publish content, without infringement of any rights, including without limitation, copyright and other intellectual property rights, of any third party or violation of any and all applicable laws, rules or regulations.

4. Liability
(a) Limitations of Liability. If Media Company fails to publish an advertisement in accordance with the insertion order (or in the event of any other failure, technical or otherwise, of such advertisement to appear as provided in the insertion order), Media Company’s sole liability to Advertiser will be limited to, at Media Company’s option, either a refund of the advertising fee relating thereto or placement of the advertisement at a later time in a comparable position. IN NO EVENT WILL MEDIA COMPANY OR ANY OF ITS AGENTS BE RESPONSIBLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND - INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA - REGARDLESS OF WHETHER MEDIA COMPANY OR ITS AGENT WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. MOREOVER, MEDIA COMPANY'S AND AGENT’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE ADVERTISEMENTS THAT ARE THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE AMOUNT PAID BY ADVERTISER TO MEDIA COMPANY HEREUNDER. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
(b) EXCEPT AS OTHERWISE STATED HEREIN, MEDIA COMPANY DISCLAIMS ANY AND ALL WARRANTIES AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS PROVISION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT.
(c) Advertiser agrees to defend, indemnify and hold harmless Media Company and each of Media Company’s agents, sales representatives, subcontractors and affiliates, and the officers, directors, and employees of any of the foregoing, from, against and in respect of any and all losses, costs, (including reasonable attorney’s fees) expenses, damages, assessments, or judgments (collectively, “Liabilities”), resulting from any claim or cause of action brought against any such parties in connection with Advertiser’s content, except to the extent that such claims directly resulted from the gross negligence or willful misconduct of Publisher.
(d) Media Company will not be liable by reason or any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, floods, storms, explosions, acts of God, war, acts of terrorism, governmental action, labor conditions, earthquakes, interruptions, in telecommunications services or Internet access, or any other cause which is beyond the reasonable control of Publisher.

5. Governing Law
This Agreement shall be governed by the laws of the State of New York without regard to principles governing conflicts of law. Each party agrees to subject their person and property to the jurisdiction of the federal and New York State courts sitting in New York County, New York (and the appellate courts to which judgments or orders of such courts may be appealed).

6. Entire Agreement
The insertion order and these terms & conditions constitute the entire understanding and agreement between the parties and supersedes any and all prior understandings and/or agreements between the parties with respect to the subject matter. No change, amendment or modification of any provision of this insertion order or waiver of any of its terms will be valid unless set forth in writing and mutually agreed to by the parties. The insertion order may be signed in counterparts.

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