Operating Agreement Delta Air Lines Affiliate Network This Agreement contains the complete terms and conditions that apply to a party's participation as an Affiliate in the Affiliate Network of Delta Air Lines and delta.com (the "Program"). As used in this Agreement, "we" or "Delta " means Delta Air Lines, and "you" means the applicant party, as identified on the signature page. "Site" means a World Wide Web site and, depending on the context refers either to the delta.com site or to the web site on which you will host links to delta.com through the LinkShare Network(tm). 1. Enrollment in the Program You must submit a completed Program application through the LinkShare Network to begin the enrollment process. We will evaluate your application and notify you of your acceptance or rejection within a reasonable timeframe. We may reject your application if, in our sole discretion, we determine for any reason that your site is unsuitable for the Program. Unsuitable sites include, without limitation, those that contain illegal, offensive, infringing or objectionable content. If you are accepted as an Affiliate, you agree to notify us of any significant changes to the content or structure of your site within ten (10) days of such change(s). 2. Links on Your Site Delta requests that all links used in the Program be served by the LinkShare Network. This includes all links described below. Delta will consider written requests to use other serving mechanisms, third party or site served, on a case by case basis, and may determine, in its sole discretion, to deny or discontinue affiliations based on non-compliance to this request. * General Links to delta.com: You may provide a link on your site to the Delta web site in a format to be approved by us, which approval shall not be unreasonably withheld. Such links may take the form of graphics, banners, and buttons that Delta will make available to you upon approval in to the Program through the LinkShare Network. General links may also include text links, which must receive approval by the Delta program manager if the copy deviates from the words "in association with Delta Air Lines," or any other copy, text and promotions provided to Affiliates by Delta through LinkShare. Delta will provide guidelines to use when linking to our web site and using our trademarks and other intellectual property. * E-mail Links: You may use text or graphical links within e-mails that you send to registered users of your web site by your own means. Links embedded in e-mails, text or graphical, require the same treatment as all links described above. Any deviations from the guidelines and treatment described in this document must be approved in advance by the Delta program manager before the links - text, graphical, or otherwise -- are used to promote your affiliation with Delta in any way. Additionally, e-mails making reference to Delta, its web site, any other aspect of the Affiliate Network or Delta, may be sent only to individuals who have elected to receive such e-mails. "Spamming", defined as e-mails unsolicited by the recipient, will not be tolerated and will lead to termination of this agreement. Any referral fees generated incidentally through Spamming tactics will not be honored. * Search Box and HTML Banners: You may provide a delta.com Search Box or HTML Banner that may permit site visitors to navigate directly to individual areas on the Delta site or provide other functionality. When available, such HTML Banners will be made available to you through the LinkShare Network. The code used for these banners must not be tampered with in any way whatsoever. In addition, Delta may at any time, without prior notice, remove the links described above, require you to remove the links, or dynamically replace the Delta creative or text with creative or text Delta sees fit. Delta will not be responsible for errors that occur in the tracking of transactions due to modification by you of the linking code in any of the various link types. 3. Transaction Processing We will process transactions placed by customers who follow special links from your site to the Delta site in accordance with applicable legal requirements. We reserve the right to reject transactions that do not comply with any reasonable requirements that we periodically may establish. We will be responsible for all aspects of transactions processing and fulfillment. Among other things, we will prepare order forms; process payments, cancellations, and handle customer service. We will track transactions made with customers who purchase products using special links that you will generate using LinkShare's technology, from your site to our site, and reports summarizing this sales activity will be available to you also through the LinkShare Network. The form, content, and frequency of the reports are limited to those reports and capabilities available through the LinkShare system. Delta is not responsible for any changes that LinkShare may make in their reporting format, timing, or types of reports available to members of LinkShare and the Delta Air Lines Affiliate Network. To permit accurate tracking, reporting, and fee accrual, you must ensure that the special links between your site and our site are properly formatted. Delta will not be responsible for improperly formatted links regardless of whether you, the affiliate, has made amendments to the code or not. 4. Referral Fees We will pay you referral fees on certain transactions to third parties. For a transaction to generate a referral fee, the customer must follow a special link (in the format specified by Delta) from your web site to the delta.com site; purchase one or more Delta tickets using our automated reservation system; remit full payment to us, and fly Delta Air Lines using the purchased ticket(s). We will not pay referral fees on tickets that were purchased after the customer re-entered our site (other than through a special link from your site), even if the customer previously followed a link from your site to our site, unless the customer re-enters our site within seven (7) days after the date they last entered our site through a special link on your site. Delta cannot accept responsibility for users who may delete or not otherwise accept cookies used to track return visits to the Delta web site within the 7 day time frame and cannot be held to honor referral fees for such untracked return visits. Tickets or Products that are entitled to earn referral fees under the rules set forth above are hereinafter referred to as "Qualifying Transactions." 5. Fee Schedule You will earn Referral fees based on the number of Qualifying Transactions generated by your site, according to fee schedules to be established by us. Referral fees are set at $3.00 per Qualifying Transaction made through a special link on your web site. 6. Fee Payment We will pay you referral fees on a monthly basis through the LinkShare Network. Approximately 45 days following the end of each calendar month, you will receive a check for the referral fees earned on qualifying transactions that were purchased and flown during the month, less any taxes that we are required by law to withhold. Referral fees for Qualifying Transactions that are purchased but not flown during the same calendar month will be held until confirmation of flight can be made. However, if the fees payable to you for any calendar month are less than $50.00, we will hold those fees until the total amount due is at least $50.00 or (if earlier) until this Agreement is terminated. You will be able to track the number of Qualifying Transactions and associate referral fees resulting from special links on your web site through the LinkShare Affiliate Reporting interface. 7. Policies and Pricing Customers who buy products through this Program will be deemed to be customers of Delta and Delta.com without affecting their status as your customer. Accordingly, all delta.com rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers with respect to their transactions at delta.com. We may change our policies and operating procedures at any time consistent with applicable laws. For example, we will determine the prices to be charged for services sold under this Program in accordance with our own pricing policies. Since prices and availability may vary from time, you may not display Delta price information on your site. We will use commercially reasonable efforts to present current and accurate information, but we cannot guarantee the availability or price of any particular service or fare. 8. Promotion of Affiliation with Delta Air Lines In addition, while we request that you identify yourself as a member of the Delta Air Lines Affiliate Network, this affiliation may not be promoted by you, the Affiliate, in any way whatsoever that falls outside the scope of links described above, without prior approval by Delta. Such promotions may include, but are not limited to, press releases, marketing materials, offline print advertising or marketing campaigns, media kits, screen shots, graphics altered for co-branding or any other such format. Any such promotion will be considered grounds for immediate termination of this Agreement and may invoke further legal action. 9. Limited License For the term of this Agreement, we grant you a nonexclusive, revocable license to (i) access our site through the links solely in accordance with the terms of this Agreement and (ii) use Delta's logos, trade names, trademarks, images, messages and similar identifying material (the "Licensed Materials"), for the sole purpose of identifying your site as a Program participant and to assist in generating online transactions. You may not modify the Licensed Materials or any associated code (e.g. HTML) in any way. Except as expressly granted in this Agreement, the Affiliate shall have no other rights of any kind in regards to the Delta web site, Delta's services, Delta images, messages, codes, trade names and trademarks, and all other intellectual property. Under no circumstances will anything in this Agreement be construed as granting by implication, or otherwise, a license to any of Delta's intellectual property or proprietary technology other than the use of the Licensed Materials, code and the linkage to Delta web site, in accordance with the terms of this Agreement. We may terminate your right to use the Licensed Materials for any reason at any time in our sole and absolute discretion. 10. Responsibility for Your Site You will be solely responsible for the development, operation, and maintenance of your site and for all content that appears on your site. For example, you will be solely responsible for: * the technical operation of your site and all related equipment * the creation of special links to Delta.com as described above * the accuracy, timeliness and appropriateness of content posted on your site (including, among other things, all product-related materials) * ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) * ensuring that content posted on your site is not libelous or otherwise illegal We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site. 11. Agreement Term The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party prior notice. Upon termination, all Delta and Delta Air Lines Affiliate Network related content and links shall be promptly removed from your site. You are only eligible to earn referral fees on sales of Qualifying Transactions occurring during the term, and fees earned through the date of termination will remain payable only if the related orders are not canceled and qualify as flown tickets. In the event overpayment is made by us, you agree to promptly remit such excess payment upon notification by us. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. 12. Modification We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site or on the LinkShare Network. We will also make commercially reasonable efforts to notify you of such changes prior to implementation. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM AND COMPLIANCE WITH THE CHANGE OR NEW AGREEMENT FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR OR THE LINKSHARE SITE AND/OR SENDING YOU THE CHANGE NOTICE VIA EMAIL WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. 13. Relationship of Parties The parties are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section. 14. Limitation of Liability We will not be liable in any event for indirect, special or consequential damages (or any loss of revenue, profits, goodwill or data) arising in connection with this Agreement or the Program, whether or not foreseeable and even if we have been advised of the possibility of such damages. 15. Disclaimers We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors; however, we will make commercially reasonable efforts to correct errors or interruptions promptly. 16. Independent Investigation YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATIONS, GUARANGEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. 17. Miscellaneous This Agreement will be governed by the laws of the United States and the state of Georgia, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Atlanta, Georgia and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure or agreement not to enforce your strict performance of any provision of this Agreement in a given instance will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.