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Spafinder Wellness 365, Inc. Affiliate Program Agreement



Please read this document carefully.

MASTER AGREEMENT

This Master Agreement ("Agreement") is made between [Spafinder Wellness 365] ("Spafinder Wellness 365") and Affiliate ("Partner").

BACKGROUND

Partner and Spafinder Wellness 365 are each enrolled in the The DoubleClick Performics Network(tm). Partner and Spafinder Wellness 365 each desire to establish the general terms and conditions which shall govern advertising and commission arrangements between Partner and Spafinder Wellness 365 which result from their participation in The DoubleClick Performics Network(tm).

TERMS AND CONDITIONS

In consideration of the promises set forth below, we agree as follows: 1.2. If an Offer made by one party is accepted by the other party in accordance with the Offer"s terms via The DoubleClick Performics Network(tm), an "Engagement" will have been formed. Each Engagement shall have the same identification number as the original Offer that lead to the Engagement and shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern. 1.3. At any time prior to Partner providing a Qualifying Link, Spa Finder may with or without notice (a) change, suspend or discontinue any aspect of an Offer or an Engagement or (b) remove, alter, or modify any graphic or banner ad submitted by Spafinder Wellness 365 for an Offer or an Engagement. Partner agrees to promptly implement any request from Spafinder Wellness 365 to remove, alter or modify any graphic or banner ad submitted by Spafinder Wellness 365 that is being used by Partner as part of an Engagement.

1. Offers and Engagements.

1.1. From time to time, Spafinder Wellness 365 may post on The DoubleClick Performics Network(tm) offers to pay to other participants a specified commission in return for certain advertising services leading to a Qualifying Link (defined below). If such offers receive an identification number from The DoubleClick Performics Network(tm) they shall be deemed to be an "Offer" for purposes of this Agreement. The term "Offer" shall also include any counter-offers resulting from an Offer.

1.2. If an Offer made by one party is accepted by the other party in accordance with the Offer"s terms via The DoubleClick Performics Network(tm), an "Engagement" will have been formed. Each Engagement shall have the same identification number as the original Offer that lead to the Engagement and shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern.

1.3. At any time prior to Partner providing a Qualifying Link, Spa Finder may with or without notice (a) change, suspend or discontinue any aspect of an Offer or an Engagement or (b) remove, alter, or modify any graphic or banner ad submitted by Spafinder Wellness 365 for an Offer or an Engagement. Partner agrees to promptly implement any request from Spafinder Wellness 365 to remove, alter or modify any graphic or banner ad submitted by Spafinder Wellness 365 that is being used by Partner as part of an Engagement.

1.4. As a condition to your acceptance and participation in the Program, you shall not undertake or engage in the following practices, and any violation of this Section shall be deemed a material breach of this Agreement: (a) Use or otherwise incorporate the words "Spafinder Wellness 365" or variations or misspellings in the domain name(s) of your Site(s); (b) Modify or alter the Spafinder Wellness 365 site in any way; (c) Make any representations, either express or implied, or create an appearance that a visitor to your Site is visiting the Spa Finder Site; e.g., "framing" the Spafinder Wellness 365 Site (d) Use "Spafinder Wellness 365" or "Spafinder Wellness 365" as domain name, or portion thereof, unless expressly and explicitly authorized in writing by "Spafinder Wellness 365", (e) Purchase or bid for placement of "Spafinder.com", "Spafinder" or any variation or misspelling thereof, or the name of any Spafinder-affiliated brand or of any of Spafinder Wellness 365 suppliers, within any third party search engine or portal, including but not limited to AOL.com, Yahoo!.com, MSN.com, Google.com, netscape.com, excite.com, overture.com, ask.com, looksmart.com, findwhat.com, inktomi.com, lycos.com, metacrawler.com and altavista.com, or (f) During the term of or after the expiration or termination of this Agreement, use any mark, name or domain name of any type which is confusingly similar to "Spafinder Wellness 365" or "Spafinder" or other "SpaFinder" trademarks. Affiliate keyword bidding on any of our trademarks or any variation or misspelling thereof is prohibited. Affiliates found in violation of this policy will be subject to termination following a single email warning. Affiliates are additionally prohibited from bidding on competitor trademarks and redirecting traffic to the Spafinder Wellness 365 website.

2. Partner"s Responsibilities.

2.1. Partner will link its site to areas within Spafinder Wellness 365"s site using special URLs specified in the Engagement (the "Required URLs"). Partner may post as many links to the Required URLs and the rest of Spafinder Wellness 365"s site as it likes on Partner"s site. The position, prominence and nature of links on the Partner"spafinder. site shall comply with any requirements specified in the Engagement, but otherwise will be in the discretion of Partner.

2.2. Partner agrees not to make any representations, warranties or other statements concerning Spafinder Wellness 365, Spafinder Wellness 365"s site, any of Spafinder Wellness 365"s products or services, or Spafinder Wellness 365"s site policies, except as expressly authorized by the Engagement.

2.3. Partner is responsible for notifying Spafinder Wellness 365 and The DoubleClick Performics Network(tm) of any malfunctioning of the Required URLs or other problems with Partner"s participation in the Engagement. Spa Finder will respond promptly to all concerns upon notification by Partner.

3.Commissions.

3.1. Spafinder Wellness 365 agrees to pay Partner the commission specified in the Engagement if Spafinder Wellness 365 sells to a visitor to Spafinder Wellness 365"s site (a "Customer") a product or service that is the subject of the Engagement and if that Customer has accessed Spafinder Wellness 365"s site and purchased the product or service via a Qualifying Link.

3.2. A "Qualifying Link" is a link from Partner"s site to Spa Finder"s using one of the Required URLs or any other URL provided by Spafinder Wellness 365 for use in The DoubleClick Performics Network(tm) if it is the last link to the Spafinder Wellness 365"s site that the Customer uses during a Session where a sale of a product or a service to Customer occurs. A "Session" is the period of time beginning from a Customer"s initial contact with Spafinder Wellness 365"s site via a link from the Partner"s site and terminating when the Customer either returns to the Spafinder Wellness 365"s site via a link from a site other than Partner"s site or the Engagement expires or is terminated.

3.3. Spafinder Wellness 365 shall have the sole right and responsibility for processing all orders made by Customers. Partner acknowledges that all agreements relating to sales to Customers shall be between Spa Finder and the Customer.

3.4. All determinations of Qualifying Links and whether a commission is payable will be made by The DoubleClick Performics Network(tm) and will be final and binding on both Spafinder Wellness 365 and Partner. Prices for the products will be set solely by Spafinder Wellness 365 in its discretion.

4. Ownership and Licenses.

4.1. Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.

4.2. Spafinder Wellness 365 grants Partner a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in the Engagement or during the registration process in The DoubleClick Performics Network(tm), on Partner"s site solely for the purpose of creating links from Partner"s site to Spafinder Wellness 365"s site during Engagements. Except as expressly set forth in this Agreement or permitted by applicable law, Partner may not copy, distribute, modify, reverse engineer, or create derivative works from the same. Partner may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.

4.3. Partner grants Spafinder Wellness 365 a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by Partner solely for co-branding purposes or as a return link from Spafinder Wellness 365"s site to Partner"s site. Spafinder Wellness 365 will remove such graphic or banner ad upon Partner"s request.

5. Termination.

5.1. Either party may terminate any Engagement at any time by deleting their acceptance of the Engagement through The DoubleClick Performics Network(tm). Termination of an Engagement shall not terminate this Agreement or any other Engagement.

5.2. Either party may terminate this Agreement at any time, for any reason, provided that they provide at least five day"s prior written notice of such termination to the other party and The DoubleClick Performics Network(tm). Termination of this Agreement shall also terminate any outstanding Engagements. However, all rights to payment, causes of action and any provisions which by their terms are intended to survive termination, shall survive termination of this Agreement.

6. Representations.

6.1. Each party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (b) any material which is provided to the other party and displayed on the other party"s site will not (i) infringe on any third party"s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, antidiscrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.

6.2. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF Spafinder Wellness 365 ABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. Cross-Indemnification.

7.1. Each party hereby agrees to indemnify, defend and hold harmless the other party and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys" fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.

8. DoubleClick Performics Required Provisions.

8.1. Spafinder Wellness 365 and Partner jointly and severally hereby agree to indemnify, defend, and hold harmless The DoubleClick Performics Network(tm) and DoubleClick Corporation and its affiliates, officers, directors, employees and agents (collectively, "DoubleClick Performics") from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys" fees) directly or indirectly arising from or relating to any Offer, Engagement, any other matter related to this Agreement or the subject matter hereof any dispute relating thereto.

8.2. The parties agree that DoubleClick Performics may rely on any data, notice, instruction or request furnished to DoubleClick Performics by either party which is reasonably believed by DoubleClick Performics to be genuine and to have been sent or presented by a person reasonably believed by DoubleClick Performics to be authorized to act on behalf of one of the parties. In the event of any dispute between the parties, the parties agree that to the extent the parties contact and involve DoubleClick Performics, DoubleClick Performics may consult with and use counsel of its own choice in connection with such dispute and the reasonable fees and disbursements of DoubleClick Performics"s counsel shall be within the costs and disbursements covered by the indemnity specified in Section 8.1 above.

8.3. The parties acknowledge and agree that this Agreement and the Engagements are only made possible due to DoubleClick Performics and that the parties shall not, for the duration of this Agreement and for twenty-four (24) months thereafter, enter into any advertising, collaborations or other commercial arrangements with each other in connection with their sites on the World Wide Web except via The DoubleClick Performics Network(tm).

8.4. Spafinder Wellness 365 and Partner acknowledge and agree that the nature of the Product is such that in its normal operation it may access and download elements of software data from resources which are external to the computer or device running the Product, such as Product enabled servers. Spafinder Wellness 365 and Partner acknowledge that DoubleClick Performics has not undertaken to provide such external resources or servers and specifically disclaims any representation or warranty as the availability, quality or performance of such resources or whether they may contain any defects which may affect the performance of the Product or Spafinder Wellness 365 or Partner"s computer. DoubleClick Performics shall not be responsible for provision of any communications facilities or the costs associated with such communications.

8.5. Spafinder Wellness 365 and Partner agree that DoubleClick Performics is an intended third party beneficiary."

9. Limitation of Liability.

9.1. In no event shall either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages.

9.2. The parties agree that The DoubleClick Performics Network(tm) and DoubleClick Performics Corporation and its affiliates, officers, directors, employees and agents shall not be liable to either party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages.

10. General.

10.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.

10.2. The parties agree that The The DoubleClick Performics Network(tm) and DoubleClick Corporation are intended third party beneficiaries under this Agreement.

10.3. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of Spafinder Wellness 365"s headquarters. Any action to enforce this Agreement shall be brought in the federal or state courts located in that state. If you need to send official correspondence, send it via registered mail to Spafinder"s headquarters to the attention of Spafinder Wellness 365"s legal department.

10.4. This Agreement may be agreed to in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution may be achieved in any format convenient to the parties.

10.5. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.