Terms & Conditions: Business Partner Program

Terms & Conditions: Business Partner Program

Table of Contents
Standard Partner Program Terms and Conditions
Enhanced Partner Program Terms and Conditions
Gift Certificate/Gift Card Terms and Conditions

Standard Partner Program Terms And Conditions

Revision date: September 2018

1. Relationships and Agreement. These Standard Partner Program Terms And Conditions (these “Terms and Conditions”), together with any associated Insertion Orders, govern the relationship between you (“Partner”) and Blackhawk Issued Content, LLC (“Spafinder”). Insertion Orders, if any, may address certain other details of your arrangement with Spafinder.

2. Description of Service. Spafinder will (i) deliver the marketing support for the specific locations designated in the Insertion Order(s) or as otherwise communicated in writing (including electronically) by you to Spafinder (the “Property” or “Properties”), and (ii) display on the Spafinder.com website(s) the Property listing(s) (“Property Listing(s)”) for Partner, all as set forth in detail in the applicable Insertion Order, or as otherwise set forth in writing (including electronically) by you to Spafinder. The services to be provided by Spafinder herein are only for the Properties identified in an Insertion Order or as otherwise communicated to Spafinder by you during the online onboarding process, and Partner may only redeem Spafinder Gift Certificates and Gift Cards at such Properties. If the Partner has additional locations, Partner must enter into a separate Insertion Order for each such location (or separately enroll such additional location through the Spafinder online onboarding website), unless Spafinder specifically agrees in writing to include such locations in the same Insertion Order. If Partner seeks to redeem Spafinder Gift Certificates or Gift Cards from a location that is not subject to an Insertion Order with Spafinder, or has not been communicated in writing (including electronically) to Spafinder through Spafinder’s online onboarding process, Partner agrees that it will owe and be obligated to pay to Spafinder, and Spafinder shall be authorized to immediately invoice Partner for, all monthly fees that would have been due from such location(s) from the date of the applicable Insertion Order if such location(s) were Property(ies) subject to the Insertion Order, or the date of Partner’s initial acceptance of these Terms and Conditions.

3. Standards for Property Listings.

(a) Partner is responsible for ensuring that the information provided in each Property Listing is true and correct and complete in all respects. Spafinder is not responsible or liable for any mistakes, errors or omissions in any Property Listing. Partner shall notify Spafinder of any changes in a Property Listing as soon as such revised information is available.

(b) Partner 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 Partner at applicable Properties on the Spafinder websites.

(c) Spafinder reserves the right to reject, remove and/or cancel any Property Listing that contains or links to content that 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 if Partner does not meet the standards set forth in (b) above. Should Spafinder exercise this right, Partner shall be entitled only to a refund of the pro-rata portion of amounts paid for the unfulfilled Property Listing(s), if any, and Spafinder shall have no further liability for such cancellation. Partner represents and warrants to Spafinder that the information contained in each Property Listing does not and 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. Partner is solely responsible for the content of its Property Listing(s) and any website linked to from such Property Listing(s), and shall indemnify, defend and hold harmless Spafinder’s Indemnitees (defined below) for all Losses (defined below) in connection with any claims by any third parties relating to any Property Listing or any such website.

(d) Spafinder has and retains full and exclusive right, title and ownership interest in and to the Spafinder websites and all content and graphics contained therein, except for Partner’s content and graphics contained therein. Partner has and retains full and exclusive right, title and ownership interest in and to content and graphics provided by Partner to Spafinder for inclusion in the Spafinder websites. Partner grants to Spafinder (and its affiliates) a non-exclusive, world-wide, royalty-free license to use, reproduce and edit any content and graphics provided by Partner to Spafinder for inclusion in the Spafinder website(s) or other distribution channels as Spafinder deems appropriate.

4. Gift Cards / Gift Certificates. These Terms and Conditions also include the Gift Card/Gift Certificate Terms and Conditions below.

5. Payments. Payments due to Spafinder must be made by credit card only and as per the terms of the applicable Insertion Order or pursuant to Spafinder’s online onboarding process. The first monthly payment is due upon execution of the applicable Insertion Order or upon completion of Spafinder’s online onboarding process, as applicable; ongoing installments will be charged monthly thereafter. If Partner’s credit card cannot be accepted for payment at any time and an alternate card is not provided at the time any installment is due, Spafinder may, in its sole discretion, suspend Partner’s Property Listing(s) and make relisting subject to a reinstatement fee. Spafinder will not make payments to any other third party on behalf of Partner; all payments owed will be paid directly to Partner. Spafinder may offset amounts payable to Partner arising from redemptions against Partner’s payment obligations to Spafinder. If Partner breaches its payment obligations under these Terms and Conditions or any Insertion Order, Partner agrees to pay all costs, fees and expenses, including reasonable attorney’s fees, Spafinder incurs as a result of Partner’s breach.

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

7. Effective Date, Termination, Default. The Effective Date of any Insertion Order is the date it is signed by Partner. Partner may terminate any Insertion Order, or any services under these Terms and Conditions entered into without an Insertion Order, at any time and for any reason upon thirty (30) days’ prior written notice to Spafinder. Spafinder may terminate any Insertion Order, or any services under these Terms and Conditions entered into without an Insertion Order, at any time for any reason or for no reason upon written notice to Partner.

8. Limitations of Liability and Indemnification.

(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 HEREUNDER, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE AMOUNT PAID BY THE PARTNER TO SPAFINDER UNDER THE APPLICABLE INSERTION ORDER, OR FOR THE APPLICABLE SERVICES PROVIDED BY SPAFINDER WITHOUT AN INSERTION ORDER, DURING THE PRIOR TWELVE (12) MONTH PERIOD. THIS PROVISION WILL SURVIVE THE TERMINATION OF ANY OR ALL INSERTION ORDER(S) AND WILL SURVIVE THE TERMINATION OF ANY SERVICES PROVIDED BY SPAFINDER WITHOUT AN 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 WILL SURVIVE ANY EXPIRATION OR TERMINATION OF ANY OR ALL INSERTION ORDER(S) AND WILL SURVIVE THE TERMINATION OF ANY SERVICES PROVIDED BY SPAFINDER WITHOUT AN INSERTION ORDER.

(c) Each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party (the “Indemnified Party”) and the Indemnified Party’s officers, directors, partners, agents, employees, and affiliates (collectively, “Indemnitees”) from and against any and all losses, claims, damages, liabilities, judgments, costs and expenses (including reasonable attorney’s fees and disbursements) (“Losses”) arising from or relating to any third party claim, demand, allegation, action or threat of action arising from or relating to the Indemnifying Party’s: (i) actual or alleged breach of its representations, warranties, or covenants hereunder; (ii) violation of applicable law or regulation or (iii) fraud, theft, or willful misconduct. In addition, Partner shall indemnify, defend, and hold Spafinder and its Indemnitees harmless from and against any and all Losses arising from or relating to any third party claim, demand, allegation, action, or threat of action arising from or relating to services provided (or not provided) by, or actions (or failure to act) of, Partner or any of its representatives or any other individual or entity. This paragraph will survive any expiration or termination of any or all Insertion Order(s) and will survive the termination of any services provided by Spafinder without an Insertion Order.

9. Confidentiality. The terms and conditions of any Insertion Order are confidential information of Spafinder, and Partner 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 any Insertion Order without Spafinder’s prior written approval. This provision shall survive any expiration or termination of any Insertion Order and will survive the termination of any services provided by Spafinder without an Insertion Order.

10. Changes to Terms and Conditions. Spafinder may modify these Terms and Conditions at any time. Such changes are effective upon their posting on Spafinder.com. Partner is responsible for regularly reviewing these Terms and Conditions on Spafinder.com, and Partner’s continued use of Spafinder’s services after any such changes are made shall constitute Partner’s consent to such changes.

11. Governing Law; Arbitration. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of California, without giving effect to the conflict of law principles thereof. Any controversy or claim arising out of or in any way connected with these Terms and Conditions or the alleged breach thereof shall be resolved by one arbitrator, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect in San Francisco, California and shall be held in the San Francisco Bay Area. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Costs of AAA will be shared equally by both Parties.

12. Independent Contractors. Spafinder and Partner are independent contractors and neither Party is the legal representative, agent, joint venturer, partner, or employee of the other Party.

13. Assignment. Either party may assign any Insertion Order by providing the other party 30 day written notice, provided that the assignee agrees to be bound by these Terms and Conditions. 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.

Enhanced Partner Program Terms And Conditions

Revision date: September 2018

1. Relationships and Agreement. These Enhanced Partner Program Terms And Conditions (these “Terms and Conditions”), together with any associated Insertion Orders, govern the relationship between you (“Partner”) and Blackhawk Issued Content, LLC (“Spafinder”). Insertion Orders, if any, may address certain other details of your arrangement with Spafinder.

2. Description of Service. Spafinder will (i) deliver the marketing support for the specific locations designated in the Insertion Order(s) or as otherwise communicated in writing (including electronically) by you to Spafinder (the “Property,” or “Properties”), and (ii) display on the Spafinder.com website(s) the Property listing(s) (“Property Listing(s)”) for Partner, all as set forth in detail in the applicable Insertion Order, or as otherwise set forth in writing (including electronically) by you to Spafinder. The services to be provided by Spafinder herein are only for the Properties identified in an Insertion Order or as otherwise communicated to Spafinder by you during the online onboarding process, and Partner may only redeem Spafinder Gift Certificates and Gift Cards at such Properties. If Partner has additional locations, Partner must enter into a separate Insertion Order for each such location (or separately enroll such additional location through the Spafinder online onboarding website), unless Spafinder specifically agrees in writing to include such locations in the same Insertion Order. If Partner seeks to redeem Spafinder Gift Certificates or Gift Cards from a location that is not subject to an Insertion Order with Spafinder, or has not been communicated in writing (including electronically) to Spafinder through Spafinder’s online onboarding process, Partner agrees that it will owe and be obligated to pay to Spafinder, and Spafinder shall be authorized to immediately invoice Partner for, all monthly fees that would have been due from such location(s) from the date of the applicable Insertion Order if such location(s) had been Property(ies) subject to the Insertion Order, or the date of Partner’s initial acceptance of these Terms and Conditions.

3. Standards for Property Listings.

(a)Partner will provide, in a timely manner and as requested by Spafinder, the content and graphics to enable Spafinder to display each Property Listing. Spafinder will provide a preview link to the Partner to review and approve its Property Listing. If the Partner has not responded to this link within ten (10) business days, the Property Listing will be deemed to have been approved by the Partner and will go live on Spafinder.com. Partner is responsible for ensuring that the information provided in each Property Listing is true and correct and complete in all respects. Spafinder is not responsible or liable for any mistakes, errors or omissions in any Property Listing. Partner shall notify Spafinder of any changes in a Property Listing as soon as such revised information is available.

(c) Spafinder reserves the right to reject, remove and/or cancel any Property Listing that contains or links to content that 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 if Partner does not meet the standards set forth in (b) above. Should Spafinder exercise this right, Partner shall be entitled only to a refund of the pro-rata portion of amounts paid for the unfulfilled Property Listing(s), if any, and Spafinder shall have no further liability for such cancellation. Partner represents and warrants to Spafinder that the information contained in each Property Listing does not and 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. Partner is solely responsible for the content of its Property Listing(s) and any website linked to from such Property Listing(s) and shall indemnify, defend and hold harmless Spafinder’s Indemnitees (defined below) for all Losses (defined below) in connection with any claims by any third parties relating to any Property Listing or any such website.

(d) Spafinder has and retains full and exclusive right, title and ownership interest in and to the Spafinder websites and all content and graphics contained therein, except for Partner’s content and graphics contained therein. Partner has and retains full and exclusive right, title and ownership interest in and to content and graphics provided by Partner to Spafinder for inclusion in the Spafinder websites. Partner grants to Spafinder and its affiliates a non-exclusive, world-wide, royalty-free license to use, reproduce and edit any content and graphics provided by Partner to Spafinder for inclusion in the Spafinder website(s) or other distribution channels as Spafinder deems appropriate.

4. Gift Cards / Gift Certificates. These Terms and Conditions also include the Gift Card/Gift Certificate Terms and Conditions below.

5. Payments. Payments due to Spafinder must be made by credit card only and as per the terms of the applicable Insertion Order or pursuant to Spafinder’s online onboarding process. If the monthly installment payment option is chosen, the first monthly payment is due upon execution of the applicable Insertion Order or upon completion of Spafinder’s online onboarding process, as applicable; 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 or pursuant to Spafinder’s online onboarding process. If Partner’s credit card cannot be accepted for payment at any time and an alternate card is not provided at the time any installment is due, Spafinder may, in its sole discretion, suspend Partner’s Property Listing(s) and make relisting subject to a reinstatement fee. Spafinder will not make payments to any other third party on behalf of Partner; payments owed will be paid directly to Partner. Spafinder may offset amounts payable to Partner arising from redemptions against Partner’s payment obligations to Spafinder. If Partner breaches its payment obligations under these Terms and Conditions or any Insertion Order, Partner agrees to pay all costs, fees and expenses, including reasonable attorney’s fees, Spafinder incurs as a result of Partner’s breach.

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

7. Effective Date, Term, Termination, Default. The Effective Date of the agreement for services under these terms and conditions is (i) the date an applicable Insertion Order is signed by the Partner or (ii) the date Partner completes the Spafinder online onboarding process, as applicable. The term of any agreement for the provision of services pursuant to these Terms and Conditions is one year beginning on the applicable Effective Date. Any such agreement for the provision of services under these Terms and Conditions will automatically renew annually on the anniversary of the Effective Date for subsequent one year terms.

After the first anniversary of the applicable Effective Date, Partner may terminate related services for any reason upon thirty (30) days’ prior written notice to Spafinder; and, if Partner has already paid the annual fee, Partner will receive a pro-rata refund. No refunds will be made on monthly installment payments. During the first year of any applicable term, Partner may elect to downgrade its listing to Spafinder’s Standard Partner Program for the remainder of the initial year-long term. Effective upon the execution of such election, Partner will be subject to the Terms and Conditions of the Standard Partner Program.

Spafinder may terminate services, whether pursuant to an Insertion Order or otherwise, at any time for any reason or for no reason upon written notice to the Partner. If Spafinder terminates any services for any reason other than a breach of an Insertion Order, these Terms and Conditions, or other misconduct by the Partner, Partner shall receive a pro-rata refund on any annual fee payment paid in advance.

Spafinder may change the Enhanced Partner Program fee at any time; however, Spafinder will provide Partner with thirty (30) days’ prior written notice of any such change. If Partner elects not to accept the revised program fee, Partner may terminate the services it receives from Spafinder by providing written notice to Spafinder within thirty (30) days’ of its receipt of Spafinder’s notice of change.

8. Limitations of Liability and Indemnification.

(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 HEREUNDER, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE AMOUNT PAID BY PARTNER TO SPAFINDER UNDER THE APPLICABLE INSERTION ORDER, OR FOR THE APPLICABLE SERVICES PROVIDED BY SPAFINDER WITHOUT AN INSERTION ORDER, DURING THE PRIOR TWELVE (12) MONTH PERIOD. THIS PROVISION WILL SURVIVE THE TERMINATION OF ANY OR ALL INSERTION ORDER(S) AND WILL SURVIVE THE TERMINATION OF ANY SERVICES PROVIDED BY SPAFINDER WITHOUT AN 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 WILL SURVIVE ANY EXPIRATION OR TERMINATION OF ANY OR ALL INSERTION ORDER(S) AND WILL SURVIVE THE TERMINATION OF ANY SERVICES PROVIDED BY SPAFINDER WITHOUT AN INSERTION ORDER.

(c) Each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party (the “Indemnified 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) (“Losses”) arising from or relating to any third party claim, demand, allegation, action or threat of action arising from or relating to the Indemnifying Party’s: (i) actual or alleged breach of its representations, warranties, or covenants hereunder; (ii) violation of applicable law or regulation or (iii) fraud, theft, or willful misconduct. In addition, Partner shall indemnify, defend, and hold Spafinder and its Indemnitees harmless from and against any and all Losses arising from or relating to any third party claim, demand, allegation, action, or threat of action arising from or relating to the services provided (or not provided) by, or actions (or failure to act) of, Partner or any of its representatives or any other individual or entity. This paragraph will survive any expiration or termination of any or all Insertion Order(s) and will survive the termination of any services provided by Spafinder without an Insertion Order.

9. Confidentiality. The terms and conditions of any Insertion Order are confidential information of Spafinder and Partner 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 any Insertion Order without the prior written approval of Spafinder. This provision shall survive any expiration or termination of any Insertion Order and will survive the termination of any services provided by Spafinder without an Insertion Order.

12. Independent Contractors. Spafinder and Partner are independent contractors and neither Party is the legal representative, agent, joint venturer, partner, or employee of the other Party.

Gift Certificate/Gift Card Terms And Conditions

Revision date September 2018

These Gift Certificate/Gift Card Terms & Conditions are applicable to each of the Standard, Enhanced, Travel, and Flex Partner Programs.

1. Definitions:

(a) “Gift Card” means an Old Gift Card or a New Gift Card

(b) “Network” means Visa or another payment network (including its members) through which Transactions on a Card are routed and processed.

(d) “New Gift Card” means a gift card bearing the Spafinder or SpaWish brands: (i) issued by Metabank or another financial institution under a contract with Spafinder or an affiliate of Spafinder; (ii) that is redeemed at point-of-sale; and (iii) that can be redeemed in one or multiple transactions.

(e) “Old Gift Card” means a gift card or gift certificate bearing the Spafinder or SpaWish brands: (i) issued by Spafinder (or a predecessor of Spafinder); (ii) that is redeemed via the Spafinder online portal; and (iii) that can only be redeemed in full in one transaction.

2. Partner agrees to accept and honor 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 Partner’s posted or publically advertised and available rates.

3. Old Gift Cards: With respect to Old Gift Cards, the following will apply:

(a) Partner 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 in effect from time to time. Spafinder will remit to Partner the face value of the redeemed Gift Certificate or Gift Card less (i) for Partners under the Standard Partner Program, Enhanced Partner Program, or Travel Partner Program, a 17% marketing fee and (ii) for Partners under the Flex Partner Program, a 22% marketing fee.

(b) Partner will return any remaining balance on a Gift Card to the customer in the form of Partner’s own gift certificate or credit. Partner may keep any and all sales dollars received from customer in excess of the face value of the Gift Card.

(c) Partner may redeem Gift Cards either by mail or online redemption. For redemptions by mail, Partner must send the Gift Card to: Spafinder, Brickell City Center, 78 SW 7th St., Miami, FL 33130. Spafinder will pay Partner within twenty (20) business days of receipt. For faster payment, Partner may sign up for online redemption of. (Ask your sales representative or contact Spafinder at directdepositforms@spafinder.com).

(d) Partner acknowledges and agrees that it will only seek to redeem Gift Certificates or Gift Cards actually used by a customer at a specific Property and presented to Partner at a Property for payment. In the event that any Gift Certificate or Gift Card submitted by Partner for redemption is thereafter re-submitted by any other party for redemption, Partner will indemnify, defend and hold harmless Spafinder for all costs incurred by Spafinder in connection with such re-submission. Partner will be responsible for any damage to Spafinder’s computer system resulting from Partner downloading any information (e.g. computer viruses, bugs, etc.) in connection with any online redemption.

(e) For online redemptions, Partner acknowledges that Spafinder may, at any time within six (6) months of a redemption, require Partner to deliver the original Gift Card directly to Spafinder. Accordingly, Partner agrees to keep all original Gift Cards for at least six (6) months following each redemption.

(f) Partner may, but is not required to, sign up for Automated Clearing House payments. (Ask your sales representative or contact Spafinder at sfpp@spafinder.com). If Partner 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. New Gift Cards: With respect to New Gift Cards, Gift Card transactions will be settled through the Visa network. Partner will receive payment upon redemption as it does for any other Visa signature debit transaction; provided, however, that the interchange rate will be set at twenty percent (20%). Partner will honor any active New Gift Card presented by a cardholder at Partner locations in accordance with the Network Rules, including after the termination or expiration of any agreement between Partner and Spafinder. Partner will inform its Network acquirer (i) of each New Gift Card it will accept and (ii) in each case, that the acquirer will incur internal transfer pricing fees on New Gift Card transactions processed through the Network. Partner acknowledges that the Network Rules do not permit cardholders to initiate so-called “chargebacks.” To the extent that Partner or Spafinder provides a refund or credit to a cardholder, it does so at its own expense. Partner agrees not to allow cardholders to add any additional amount to a redemption transaction after the redemption transaction has been authorized (e.g., tips). To the extent Partner allows such an additional amount to be added postauthorization and the transaction creates a negative balance: (i) Partner will be responsible for any such negative balance; (ii) Spafinder may invoice Partner for any amount settled by the Network to Partner’s acquiring bank as a result of such negative balance; and (iii) Partner will pay such invoice within thirty (30) days of receipt.

5. Partner 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 Partner from fraudulent use of Gift Cards. Partner acknowledges that Spafinder can 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 Partner is uncertain about the validity of a Gift Card, Partner must contact Spafinder’s quality control department at sfpp@spafinder.com for clarification before accepting the Gift Card. For increased security protection, Spafinder safeguards Gift Cards by having detailed records of the Gift Card number, value, and (in some cases) name of recipient. Partner’s failure to abide by such policies, procedures and devices may (i) limit or preclude Partner’s reimbursement for an OldGift Card and/or (ii) limit Partner’s ability to redeem New Gift Cards.

6. Spafinder may terminate its Old Gift Card program upon thirty (30) days’ notice to Partner. However, Old Gift Cards will be honored for redemption if presented to Partner before the expiration of said thirty 30 day period.