Spa Marketing Agreement

Premium & Enhanced Marketing Agreement  |  Basic Marketing Agreement

"Please review and read this agreement carefully. By purchasing our marketing program,
you agree to accept the full terms of this agreement."

Spavelous, LLC.
Spavelous Annual Premium and Enhanced Marketing Agreement

Terms and Conditions
1. Description of Service

Spavelous shall (i) deliver the Marketing support for the Spa, and (ii) display on the Spavelous Websites the Spa Listing for the Spa Location, all as set forth in detail on marketing.spavelous.com.

2. Standards for Spa Listings

2.1. The Spa will provide in a timely manner as requested by Spavelous, the content and graphics to enable Spavelous to display the Spa Listing. The Spa grants to Spavelous a non-exclusive license to use such content and graphics at the Spavelous Websites as Spavelous deems reasonably appropriate. The Spa shall be responsible for ensuring that the information provided to Spavelous is true and correct and complete in all respects. Spavelous shall not be responsible or liable for any mistakes, errors or omissions in any Spa Listing. The Spa shall be responsible for notifying Spavelous of any changes in the Spa Listing as soon as such revised information is available.   The spa agrees to provide a 10% discount to any B’Spavelous club members for any spa non discounted spa services. 

2.2. The Spa shall use its best efforts to respond to all booking requests within 24 hours of receipt should they allow contact by email, and to make sure that all reservations, customer service and other personnel are familiar with and knowledgeable of all Spa Deals and other Special Listings available from time to time at the Spavelous Websites

2.3. Spavelous reserves the right to reject, remove and/or cancel any Spa Listing which contains or links to content which Spavelous in its sole discretion deems to be: (i) offensive or otherwise inconsistent with Spavelous’ content standards; (ii) violating law or third party rights; or (iii) otherwise objectionable to Spavelous. Spavelous may also cancel any Spa Listing in the event the Spa does not meet the standards set forth in (b) above. Spavelous' sole liability for taking such action shall be to refund the pro-rata portion of amounts paid for the unfulfilled Spa Listing, if any. The information contained in the Spa Listing will not infringe upon, or be a misappropriation of, any third party copyright, trademark, patent, trade secret, or other intellectual Spa or proprietary right of any third party, be libelous or obscene or otherwise violate any law or right of any third party. The Spa shall be solely responsible for the content of its Spa Listing and any website linked to from such Spa Listing and shall indemnify Spavelous for all loss, costs, and damages in connection with any claims by any third parties relating to the Spa Listing.

2.4. Spavelous will have and retain full and exclusive right, title and ownership interest in and to the Spavelous Websites and all content and graphics contained therein, except for the Spa's content and graphics contained therein. The Spa will have and retain full and exclusive right, title and ownership interest in and to content provided to Spavelous for inclusion in the Spavelous Websites. The Spa grants to Spavelous a royalty free license to use, reproduce and to edit any content for inclusion in the Spavelous Websites or other distribution channels.

3. Effective Date, Term and Termination, Default

4. Limitations of Liability

4.1. IN NO EVENT WILL SPAVELOUS 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 SPAVELOUS WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. MOREOVER, SPAVELOUS'S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE SPA 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 SPA TO SPAVELOUS HEREUNDER. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

4.2. EXCEPT AS OTHERWISE STATED HEREIN, SPAVELOUS 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 SPAVELOUS WEBSITE OR THE FUNCTIONALITY, PERFORMANCE, OR RESPONSE TIMES OF THE SPAVELOUS WEBSITE. 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 Spa agrees to indemnify, defend, and hold harmless Spavelous and each of Spavelous’ 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 Spavelous.

5. Confidentiality.

The terms and conditions of this Agreement are confidential information of Spavelous and the Spa 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 Spavelous. This provision shall survive any expiration or termination of this Agreement.

6. Miscellaneous

Spavelous reserves the right to modify the policies relating to the Spavelous Annual Marketing Agreement at any time, effective upon posting of an updated version of these Terms and Conditions on Spavelous.com.

You are responsible for regularly reviewing these Terms and Conditions on marketing.spavelous.com. Continued use of the Spavelous Annual Marketing Agreement 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 Arizona, without regard to principles governing conflicts of law, and the parties unconditionally agree to submit themselves and their respective Spa in any legal action or proceeding to the jurisdiction of the courts in and of the State of Arizona 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.

Basic Spavelous Spa Program

Basic Spavelous Spa Program Agreement

Spavelous has established the Basic Spavelous Spa Program to help increase spa participation nationwide and to provide marketing and business development opportunities to its Spavelous approved participating spas. In addition, The Participating Spa agrees to provide a 10 % service discount to all B’Spavelous members.  This discount is only on services, and does not apply to services that are already discounted, any coupon offers, or to any spa products. 

A. Spavelous will provide to Spavelous Spa Link Participants:

1. Website Listing: A "basic listing" for Spavelous Spa Site Submission on the Spavelous web site at the cost of $99.00 per year.  The listing will include a Link to the participating spas web site.

2 Web Site Link: Should a spa desire a Spa link only the cost is $10 per month. 

3. The ability to post Employment Opportunities on the Employment forum board. 

4.  The ability to list Spa Specials in the Spa Deal area of the Spavelous website.

B. The Participating Spa will:

1. Provide a 10% discount to B’Spavelous Club members for all Services.  Discount will not apply to any already discounted services, coupons, special promotions or spa products.  Providing Guest tells them in at the time of booking the service that they are a B’Spavelous Club Member.

C. Miscellaneous

1. The term of this Agreement is one (1) year commencing from the date of signature and will renew automatically for successive one (1) year term limits unless canceled in writing with a 30-day notice by either party. Either party may cancel this agreement with 30-days written notice. If Participating Spa cancels this Agreement, the participating spa will be precluded from entering into any marketing arrangement with Spavelous for one (1) year thereafter.

3. This Agreement shall be governed and interpreted in accordance with the laws of the State of Arizona.

4. Spavelous and the participating spa each agree to preserve and protect the terms and conditions of this Agreement as well as the confidentiality of each other's non-public business information, and will not disclose such confidential information to third parties without prior written consent. This paragraph shall survive the termination or expiration of this Agreement.

7. Each party shall indemnify, defend and hold the other party and the other party's officers, directors, Spavelous, agents, employees, affiliates and licensees harmless from and against any and all claims, damages, liabilities, judgments, costs and expenses (including reasonable attorney's 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. Spavelous Spa Site Submission shall indemnify, defend, and hold Spavelous  harmless from and against any and all claims, damages, liabilities, judgments, costs, and expenses (including reasonable attorney's fees and disbursements) arising out of any action brought by any third party relating to the services provided (or not provided), or actions or (failure to act), of the participating spa or any of its representatives or any other individual or entity, including, without limitation any action brought in connection with any particular visit to the participating Spa. This paragraph shall survive the termination or expiration of this agreement.

8. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement. This Agreement and any attachments constitutes the entire agreement between Spavelous and the participating with respect to the subject matter hereof, and supersedes all prior, whether written or oral, between the parties with respect to such subject matter.

9. Spavelous reserves the right to change these terms and conditions at any time by positing such changes online.