SpaFinder Europe Affiliate Programme Agreement

Please read this document carefully.

MASTER AGREEMENT

This Master Agreement ("Agreement") is made between [SpaFinder] ("SpaFinder") and Affiliate ("Partner").

BACKGROUND

Partner and SpaFinder are each enrolled in either the AffiliateFuture or Affiliate Window networks. Partner and SpaFinder each desire to establish the general terms and conditions which shall govern advertising and commission arrangements between Partner and SpaFinder which result from their participation in either the AffiliateFuture or Affiliate Window networks.

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 either the AffiliateFuture or Affiliate Window networks, 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, SpaFinder 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 for an Offer or an Engagement. Partner agrees to promptly implement any request from SpaFinder to remove, alter or modify any graphic or banner ad submitted by SpaFinder that is being used by Partner as part of an Engagement.

1. Offers and Engagements.

1.1. From time to time, SpaFinder may post on the AffiliateFuture or Affiliate Window networks 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 either AffiliateFuture or Affiliate Window 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 AffiliateFuture or Affiliate Window networks, 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, SpaFinder 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 for an Offer or an Engagement. Partner agrees to promptly implement any request from SpaFinder to remove, alter or modify any graphic or banner ad submitted by SpaFinder that is being used by Partner as part of an Engagement.

1.4. As a condition to your acceptance and participation in the Programme, 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" or variations or misspellings in the domain name(s) of your Site(s); (b) Modify or alter the SpaFinder 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 SpaFinder Site; e.g., "framing" the SpaFinder Site (d) Use "SpaFinder" or "SpaFinder" as domain name, or portion thereof, unless expressly and explicitly authorized in writing by "SpaFinder", (e) Purchase or bid for placement of "SpaFinder.com", "SpaFinder.co.uk", "SpaFinder.fr", "SpaFinder.de", "SpaFinder" or any variation or misspelling thereof, or the name of any SpaFinder-affiliated brand or of any of SpaFinder 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" 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 website.

2. Partner's Responsibilities.

2.1. Partner will link its site to areas within SpaFinder'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'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, SpaFinder's site, any of SpaFinder's products or services, or SpaFinder's site policies, except as expressly authorized by the Engagement.

2.3. Partner is responsible for notifying SpaFinder and the AffiliateFuture or Affiliate Window networks of any malfunctioning of the Required URLs or other problems with Partner's participation in the Engagement. SpaFinder will respond promptly to all concerns upon notification by Partner.

3.Commissions.

3.1. SpaFinder agrees to pay Partner the commission specified in the Engagement if SpaFinder sells to a visitor to SpaFinder's site (a "Customer") a product or service that is the subject of the Engagement and if that Customer has accessed SpaFinder'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 SpaFinder's using one of the Required URLs or any other URL provided by SpaFinder for use in the AffiliateFuture or Affiliate Window networks if it is the last link to the SpaFinder'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's site via a link from the Partner's site and terminating when the Customer either returns to the SpaFinder's site via a link from a site other than Partner's site or the Engagement expires or is terminated.

3.3. SpaFinder 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 SpaFinder and the Customer.

3.4. All determinations of Qualifying Links and whether a commission is payable will be made by AffiliateFuture or Affiliate Window and will be final and binding on both SpaFinder and Partner. Prices for the products will be set solely by SpaFinder 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 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 either the AffiliateFuture or Affiliate Window networks, on Partner's site solely for the purpose of creating links from Partner's site to SpaFinder'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 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's site to Partner's site. SpaFinder 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 AffiliateFuture or Affiliate Window networks. 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 either the AffiliateFuture or Affiliate Window networks. 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 SpaFinderABILITY 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. Limitation of Liability.

8.1. 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.

8.2. The parties agree that AffiliateFuture or Affiliate Window 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.

9. General.

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

9.2. The parties agree that AffiliateFuture and Affiliate Window are intended third party beneficiaries under this Agreement.

9.3. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of SpaFinder'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's legal department.

9.4. 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.

9.5. 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