Travel Marketing Program

SpaFinder Japan
Travel Marketing Program
Terms and Conditions

1. Description of Service

SpaFinder Japan shall (i) deliver the marketing support for the Property, and (ii) display on the SpaFinder Websites the Property Listing for the Property, all as set forth in detail in the Participation Agreement.

2. Standards for Property Listings

2.1. The Property will provide in a timely manner as requested by SpaFinder Japan, the content and graphics to enable SpaFinder Japan to display the Property Listing. The Property grants to SpaFinder and SpaFinder Japan a non-exclusive license to use such content and graphics at the SpaFinder Websites as SpaFinder and/or SpaFinder Japan deems reasonably appropriate. The Property shall be responsible for ensuring that the information provided to SpaFinder Japan is true and correct and complete in all respects. Neither SpaFinder nor SpaFinder Japan shall be responsible or liable for any mistakes, errors or omissions in any Property Listing. The Property shall be responsible for notifying SpaFinder Japan of any changes in the Property Listing as soon as such revised information is available.

2.2. 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, customer service and other personnel are familiar with and knowledgeable of all Best Buys and other Special Listings available from time to time at the SpaFinder Websites

2.3. SpaFinder or SpaFinder Japan reserves the right to reject, remove and/or cancel any Property Listing which contains or links to content which SpaFinder or SpaFinder Japan in its sole discretion deems to be: (i) offensive or otherwise inconsistent with SpaFinder or SpaFinder Japan's content standards; (ii) violating law or third party rights; or (iii) otherwise objectionable to SpaFinder or SpaFinder Japan. SpaFinder or SpaFinder Japan may also cancel any Property Listing in the event the Property does not meet the standards set forth in (b) above. SpaFinder and SpaFinder Japan'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 and SpaFinder Japan for all loss, costs, and damages in connection with any claims by any third parties relating to the Property Listing.

2.4. 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 provided to SpaFinder Japan for inclusion in the SpaFinder Websites. The Property grants to SpaFinder and SpaFinder Japan a royalty free license to use, reproduce and to edit any content for inclusion in the SpaFinder Websites or other distribution channels.

3. Effective Date, Term and Termination, Default

The Effective Date of this Agreement shall be when the Property's listing first appears on a SpaFinder Website (Property shall be notified by email when their listing goes online), and this Agreement shall remain in effect for an initial term of one (1) year from the Effective Date. SpaFinder Japan may terminate this Agreement if a material breach of this Agreement remains uncured after the Property has been given thirty (30) days prior written notice to the Property specifying the breach. 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.

4. Limitations of Liability

4.1. IN NO EVENT WILL SPAFINDER OR SPAFINDER JAPAN 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 OR SPAFINDER JAPAN WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. MOREOVER, SPAFINDER AND SPAFINDER JAPAN'S AGGREGATE MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE PROPERTY LISTING THAT IS 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 THE PROPERTY TO SPAFINDER JAPAN HEREUNDER. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

4.2. EXCEPT AS OTHERWISE STATED HEREIN, SPAFINDER AND SPAFINDER JAPAN 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 SPAFINDER WEBSITES OR THE FUNCTIONALITY, PERFORMANCE, OR RESPONSE TIMES OF THE SPAFINDER WEBSITES. THIS PROVISION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT.

4.3. Each party shall indemnify, defend, and hold the other party and the other party's officers, directors, partners, agents, employees, affiliates and licensees harmless from and against any and all claims, damages, liabilities, judgments, costs and expenses (including reasonable attorneys' 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 agrees to indemnify, defend, and hold harmless SpaFinder and SpaFinder Japan and each of SpaFinder and SpaFinder Japan's respective officers, directors, partners, agents, employees, affiliates and licensees from, against and in respect of any and claims, damages, liabilities, judgments, costs and expenses (including reasonable attorneys' fees and disbursements) resulting from any third party claim or cause of action brought against any such parties in connection with this Agreement, except to the extent that such claims directly resulted from the gross negligence or willful misconduct of SpaFinder and/or SpaFinder Japan.

5. Confidentiality.

The terms and conditions of this Agreement are confidential information of SpaFinder and SpaFinder Japan 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 Agreement without the prior written approval of SpaFinder Japan. This provision shall survive any expiration or termination of this Agreement.

6. Miscellaneous

SpaFinder reserves the right to modify the policies relating to the Travel Marketing Program 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 the Travel Marketing Program after any such changes shall constitute your consent to such changes. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, assigns, and legal representatives. 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. 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.