Spa Week Media Group, Ltd. ("SWMG") through its Issuer; Wellness Media Group, LLC (“WMG”) created the Spa & Wellness Gift Card Program to provide certain business development and marketing opportunities to spas and wellness facilities that agree to accept Spa & Wellness Gift Cards (“Gift Cards”) as payment for services and/or goods. WMG is a wholly owned subsidiary of SWMG.

In order to participate in the Gift Card Program, you must agree, on behalf of your spa/ wellness facility, to the following terms and conditions:

PARTICIPATION TERMS AND CONDITIONS

1. After the date of this Agreement, your Spa/ Wellness Facility (“Facility") agrees to accept WMG Spa & Wellness Gift Cards as payment for all services, treatments, and products offered by Facility. Facility shall accept Gift Cards as payment regardless of whether a customer notifies Facility of his/ her intent to use a Gift Card prior, during, or after he/ she has purchased and/ or received Facility's services, treatments, and/ or products. For purposes of this Agreement, "Gift Cards" are defined as the following:
   1. Gift Cards sold exclusively on SWMG's website (www.spaweek.com) and certain partner sites ("eGift Cards"); eGift Cards are printed by the consumer;
   2. Gift Cards formally sold exclusively on www.spaweek.com (“SW Cards"); SW Cards have only the SWMG SPA WEEK® logo on the face of the card; and
   3. Gift Cards formally sold on www.spaweek.com (“SPA. Cards"); SPA. Cards have only the word; SPA. on the face of the card; and
   4. Spa & Wellness Retail gift cards sold exclusively in third-party retail locations ("Retail Cards").
   5. Spa & Wellness Gift Cards and eGift Cards sold in the Gift Card Corporate Sales Program.
2. After accepting a Gift Card as payment, Facility must adhere to the process on the Spa & Wellness Redemption Instruction Form for validation and redemption which includes signing up their facility for Automated Clearing House (“ACH”) processing of their redemptions.
3. If the face value of a Fixed Denomination Gift Card is greater than the amount due from a customer, Facility must issue the customer a Facility credit. No balance or credit shall remain on the Gift Card.
4. If the value of a Variable Load Gift Card (no denomination indicated on the face of the gift card) is greater than the amount due from a customer, Facility must redeem only the amount attributed to the service preformed or the product sold by the Facility.
5. Not redeemable for cash in New Jersey, or for cash in any other state unless the state requires cash redemption. Each Gift Card has a cash value of $0.0001.
6. Facility shall accept all valid Spa & Wellness Gift Cards.
7. A Purchased Spa & Wellness Gift Card has no expiration date.
8. A Promotional Spa & Wellness Gift Card will be subject to an expiration date of up to one (1) year (as indicated on the front of the gift card in the upper left hand corner).
9. A Spa & Wellness Gift Card is not replaceable if lost, stolen, or discarded by a customer or by Spa/ Wellness Facility.
10. Within five (5) business days after WMG receives and accepts Facility's completed online application, WMG shall place Facility on the Directory found on SWMG's website (www.spaweek.com). Facility's listing shall include the following: (a) Facility's name; (b) Facility's address; (c) Facility's phone number; (d) Facility's website address; (e) up to one hundred (100) words that describe Facility and/ or Facility's services; and (f) up to five (5) photographs (jpeg files) of Facility.
11. Facilities participating in either the Spring or Fall Spa Week® Event will be paid One Hundred Percent (100%) of the face value of all valid/ properly redeemed Gift Cards actually used by customers during the one (1) week period encompassing each of SWMG's Spring and Fall SPA WEEK® events that they are participating in. The Spring SPA WEEK® event takes place each year in April; and the Fall SPA WEEK® event takes place each year in October. At all other times, WMG shall pay Facility Eighty-Two Percent (82%) of the face value of all valid Gift Cards actually used by customers.
12. Facilities that do not participate in a Spa Week® Event shall be paid Eighty-Two Percent (82%) of the face value of all valid Gift Cards actually used by customers. Facility must submit, all properly redeemed Gift Cards to WMG for proper validation and redemption. For valid and properly submitted Gift Cards, WMG shall directly deposit funds into an account owned by Facility (assuming that facility is signed up for ACH processing), no later than seven (7) business days after the end of month in which WMG receives the valid and properly redeemed Gift Card from Facility.
13. Facility agrees to retain the serial numbers of all gift cards submitted to WMG for redemption for up to ninety (90) days or until payment from WMG is received and reconciled.
14. In the event of a dispute, WMG is not liable for the payment of any gift cards submitted by Facility unless Facility can produce the serial numbers of the disputed gift card.
15. Facility represents and warrants that it shall only submit Gift Cards to WMG that have been actually used by a consumer and presented to Facility as payment. In the event that any Gift Card submitted by Facility for redemption is thereafter re-submitted by any other spa or wellness facility for redemption, Facility will indemnify, defend, and hold harmless WMG for all costs and expenses (including reasonable attorneys' fees) incurred by WMG in connection with such re-submission.
16. Facility shall abide by any fraud protection policies, procedures, and devices that WMG implements from time to time in order to protect WMG and Facility from fraudulent use of Gift Cards. If Facility is uncertain about the validity of a Gift Card, Facility must call WMG's Gift Card Program Coordinator, at 212 352 8098, for clarification before accepting the Gift Card as payment. Facility's failure to abide by such policies, procedures, and devices may limit or preclude Facility's reimbursement for any Gift Card.
17. Facility must provide WMG with thirty (30) days' written notice of its intent to terminate its participation in the Gift Card Program. Facility agrees to continue to accept valid Gift Cards throughout that thirty (30) day period. Within three (3) business days after the end of the thirty (30) period, WMG shall remove Spa/ Wellness Facility from its online list of spas and salons participating in the Gift Card Program. After the end of the thirty (30) day period, Spa/ Wellness Facility may inform customers that it has left the Gift Card Program and can no longer accept Gift Cards. If, after the end of the thirty (30) day period, a customer presents a Gift Card for payment after he/ she has already received services and/ or treatments at the Spa/ Wellness Facility, Spa/ Wellness Facility may accept the Gift Card, at its discretion, and submit the used Gift Card to WMG pursuant to Section 2 above. WMG shall continue to accept used Gift Cards from Spa/ Wellness Facility for up to one (1) month after Spa/ Wellness Facility's removal from the Gift Card Program.
18. WMG reserves the right to deny, at its sole discretion, any spa or wellness facility from participating in the Gift Card Program.
19. WMG reserves the right to immediately remove, at its sole discretion, any spa or wellness facility from the Gift Card Program at any time for any reason. In the event that WMG removes Facility from the Gift Card Program, Facility agrees to continue to accept valid Gift Cards for a thirty (30) day period after WMG notifies Facility, in writing, of its removal from the Gift Card Program. If, after the end of the thirty (30) day period, a customer presents a Gift Card for payment after he/ she has already received services and/ or treatments at the Facility, Facility may accept the Gift Card, at its discretion, and submit the used Gift Card to SWMG pursuant to Section 2 above. WMG shall continue to accept used Gift Cards from Facility for up to forty-five (45) days after WMG removes Facility from the Gift Card Program.
20. Facility shall not use SWMG's SPA WEEK® trademarks at any time without having first received SWMG's written permission. In the event that Facility uses any of SWMG's SPA WEEK® trademarks without having first obtained SWMG's written approval, Facility shall be liable to SWMG for all damages, of whatever kind or nature, incurred by SWMG related or connected, in any way, to said wrongful use as well as all reasonable attorneys' fees and expenses, court costs, and other costs incurred by SWMG. This provision shall survive any termination of this Agreement.
21. Facility shall indemnify and hold harmless WMG (including, without limitation, its officers, directors, employees, agents, affiliates, and permitted assigns) from and against any and all claims or actions (whether or not groundless), liabilities, damages, costs and expenses (including, without limitation, court costs and reasonable attorneys' fees), arising out of or in connection with (i) Facility's breach of this Agreement; (ii) any negligent act or omission or willful misconduct of Facility, or its directors, officers, employees, agents, independent contractors, or representatives, in connection with the performance of this Agreement; (iii) the provision of services, treatments, and/ or products, or failure to provide services, treatments, and/ or products, by Facility, or an agent, independent contractor, or representative of Facility, to a third-party; and (iv) any action brought by or on behalf of a third-party relating to Facility's failure to accept a valid Gift Card as payment for services, treatments, and/ or products.
22. This Agreement may not be assigned by Facility without the prior written consent of WMG, and any purported assignment without the required consent shall be null and void. This Agreement may be assigned by WMG without the prior consent (written or oral) of Spa/ Wellness Facility.
23. Nothing in this Agreement shall be construed to create or give rise to any agency relationship, partnership, or joint venture between WMG and Facility.
24. This Agreement, and all disputes arising between WMG and Facility, shall be governed, construed, and enforced in accordance with the laws of the State of New York, without regard to choice of law provisions. Each of the parties hereto irrevocably consents to the exclusive jurisdiction of the federal and state courts located in New York County, New York, with respect to any matter relating hereto, and hereby waives the defense of forum non conveniens to any such action.
25. To the extent permitted by, and subject to the mandatory requirements of all applicable laws, rules, and regulations, each and every right, power, and remedy which either party may have pursuant to this Agreement shall be cumulative and shall be in addition to every other right, power, and remedy herein specifically given or now or hereafter existing at law, in equity, or by statute. The exercise or the beginning of the exercise of any such power or remedy shall not be construed as a waiver of the right to exercise at the same time or thereafter any other right, remedy, or power or be construed to be a waiver of any default on the part of such party or to be an acquiescence therein. No express or implied waiver by either party of any breach or default hereunder by the other party shall in any way be, or be construed to be, a waiver of any future subsequent breach or default hereunder by such other party.
26. Any delay or forbearance by any of the parties hereto in exercising any right hereunder shall not be deemed a waiver of that right.
27. This Agreement sets forth the entire agreement and understanding between the parties hereto with respect to the subject matter herein, and supersedes and merges all prior oral and written agreements, discussions, and understandings between the parties with respect thereto. The parties shall not be bound by any conditions, inducements, or representations other than as expressly provided for herein or as fully set forth in a writing, dated on or subsequent to the date hereof, and signed by the proper and duly authorized representative of the party to be bound hereby.
28. The provisions of this Agreement shall be severable, and if any one of them is held invalid or unenforceable for any reason, such provision(s) shall be adjusted to the minimum extent necessary to cure such validity; the remaining provisions shall continue in full force and effect to the fullest extent permitted by law. The invalidity or unenforceability of one or more of the provisions contained in this Agreement shall not affect any other provision of this Agreement. Further, the invalidity or unenforceability of any provision hereof in any particular jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.
29. Any individual signing this Agreement on behalf of any corporate party represents and warrants that he/ she has full authority to do so.
30. WMG reserves the right to change these terms and conditions at any time by posting such change(s) on SWMG’s website (www.spaweek.com).