Spas Canada has established the Spas Canada Partner Program to help increase spa participation worldwide and to provide marketing and business development opportunities to its Partners. In addition, Spas Canada provides a branded Spas Canada Gift Certificate that is sold to corporations and consumers, and is redeemable through a network of spas that agree to accept the Spas Canada Gift Certificate as tender for the payment of goods and services. Partner desires to participate with Spas Canada ‘s programs according to the terms and conditions detailed below:

1. Website Listing: A basic listing for Partner on the Spas Canada web site at nominal cost. 2. Listing in the Gift Certificate Guide: The Guide is distributed to all consumers receiving Spas Canada Gift Certificates. New spas are included in the Guide on the next print run following their joining the partner program. 3. Marketing and Promotion: Spas Canada;s Partners will be highlighted where appropriate for media inquiries. Spas Canada will promote the sales of Spas Canada Gift Certificates through multiple channels including corporate gift programs, travel agents, web affiliate partners, the Spas Canada Magazine, and the Spas Canada web site (www.spascanada.com). 4. Payment: Spas Canada will pay Partner within 30 business days of receiving the Spas Canada Gift Certificate in the Spas Canada Toronto Ontario office. Certificates are valid from one (six) months of issuance. Spas Canada will honor certificates presented for redemption up to thirty (30) days after their expiration date.

1. Accept Spas Canada Gift Certificates: In addition to Partner's own gift certificate program (if applicable), Partner agrees to accept Spas Canada Gift Certificates for all products and services at the Partner facility(ies). The Partner will deliver the certificate to Spas Canada to be redeemed less a 15% commission/marketing fee. The Partner will keep 100% of any and all sales dollars in the excess of the face value of certificate.
2. Abide by Spas Canada Fraud Protection Measures. Partner agrees to abide by any fraud protection policies, procedures and devices that Spas Canada implements from time to time in order to protect both Spas Canada and Partner from fraudulent use of gift certificates. Partner acknowledges that Spas Canada reserves the right to change the look of its gift certificates from time to time, particularly in connection with an arrangement with a corporate partner. If Partner is uncertain about the validity of a Spas Canada gift certificate, Partner must e-mail Spas Canada Customer service department at info@spascanada.com for clarification before accepting the certificate. For increased security protection, Spas Canada safeguards gift certificates by having detailed records of certificate number, value, and name of recipient. Partner’s failure to abide by such policies, procedures and devices may limit or preclude Partner’s reimbursement for any gift certificate.

1. The term of this Agreement is three (3) years 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.
2. This Agreement shall be governed and interpreted in accordance with the laws of the Ontario Canada.
3. Spas Canada and Partner are independent contractors and neither party is the legal representative, agent, joint venturer, partner, or employee of the other party.
4. Either party may assign this agreement by providing the other party a 30-day written notice, provided that the assignee agrees to be bound by the terms and conditions of this agreement.
5. Spas Canada and Partner 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.
6. 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 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. Partner shall indemnify, defend, and hold Spas Canada 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 Partner or any of its representatives or any other individual or entity in connection with any particular visit by such party to Partner’s property. This paragraph shall survive the termination or expiration of this agreement.
7. 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 Spas Canada and Partner with respect to the subject matter hereof, and supercedes all prior, whether written or oral, between the parties with respect to such subject matter.