AFFILIATE SHARE PROGRAM OPERATING AGREEMENT This Agreement contains the complete Terms and Conditions that apply to a party’s participation as an Affiliate Member in the Hawaiian Airlines Affiliate Share Program (“Program”). As used in this Agreement, Hawaiian Airlines will be referred to as “Hawaiian” and the Applicant party, as identified on the signature page will be referred to as “Applicant”. The HawaiianAirlines.com website will be referred to as “HawaiianAirlines.com”. The website onto which will host links to HawaiianAirlines.com through the LinkShare Network will be referred to as “Applicant’s Site”. The Terms for this Agreement as outlined below are valid for the contract period stated and become valid when the Agreement is signed and countersigned by both parties. 1. Enrollment in the Program 1.1 The Program Application (“Application”) is to be submitted by Applicant through the LinkShare network to begin the enrollment process. Hawaiian will evaluate Applicant’s Application and notify of acceptance or denial of enrollment in Program within a reasonable timeframe. Hawaiian reserves the right to deny the Application if it is determined for any reason, at the sole discretion of Hawaiian, that the Applicant’s site is unsuitable for the Program. Unsuitable sites include, without limitation, those that contain illegal, offensive, infringing, or objectionable content. 1.2 Use of Ad-ware/spy-ware, automated agents, pop-ups/pop-unders and other aggressive or questionable “Black Hat” search engine spam or optimization tactics, are unacceptable. Use of such tactics and other cheats will be considered grounds for immediate termination of this Agreement. 1.3 Current Hawaiian employees and their immediate family are prohibited from becoming Program members. 1.4 If Applicant is accepted as a Program Member, the Applicant is responsible to notify Hawaiian of any significant changes to the content or structure of Applicant’s site with ten (10) days of such change(s). 1.5 Hawaiian has the right to monitor Applicant’s site, as necessary, to check that links to HawaiianAirlines.com is appropriate. If Hawaiian decides, in sole discretion, that site’s links to HawaiianAirlines.com are, or affiliate marketing tactics are, not appropriate, then Hawaiian may either notify Applicant of any changes that should be made, or may terminate this Agreement upon notice. 1.6 If Hawaiian notifies Applicant of changes to make to site and such changes are not made immediately, then Hawaiian may terminate this Agreement upon notice. Applicant is to agree that upon termination of this Agreement and will immediately remove all links to HawaiianAirlines.com from site. 2. Links and Banners 2.1 Hawaiian requests that all banners and links used in the Program be served by LinkShare.com. Hawaiian cannot permit other serving mechanisms, third party or site served. Hawaiian may determine, in its sole discretion, to deny or discontinue affiliations based on non-compliance to this request. 2.2 Applicant may provide a link from Applicant’s site to HawaiianAirlines.com in a format to be approved by Hawaiian, in which approval shall not be unreasonably withheld. Such links may take the form of graphics, banners and buttons that Hawaiian will make available to Applicant upon approval in to the Program through the LinkShare Network. 2.3 General links may also include text links, which must receive approval by the Hawaiian program manager if the copy deviates from the words, “In association with Hawaiian Airlines,” or any other copy, text and promotions provided by Hawaiian through LinkShare. 2.4 Hawaiian will provide guidelines to use when linking to HawaiianAirlines.com and using Hawaiian trademarks and other intellectual property. Text or graphical links may be used within emails sent to registered user of Applicant’s site by Applicant’s own means. Links embedded in emails, 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 Hawaiian Program manager before the links – text, graphical or otherwise – are used to promote Applicant’s affiliation with Hawaiian in any way. 2.5 Additionally, emails making reference to Hawaiian, HawaiianAirlines.com, any other aspects of the Program or Hawaiian, may be sent only to individuals who have elected to receive such emails. “Spamming”, defined as emails unsolicited by the recipient, will not be tolerated and will lead to termination of this agreement. Any commissions generated incidentally through “Spamming” tactics will not be honored. 2.6 Applicant may provide a HawaiianAirlines.com Search Box or HTML Banner that may permit site visitors to navigate directly to individual areas on HawaiianAirlines.com or provide other functionality. When available, such HTML Banners will be made available to Applicant through LinkShare.com. The code used for these banners must not be tampered with in any way whatsoever. 2.7 Hawaiian may at any time, without prior notice, remove the links described above, require Applicant to remove the links, or dynamically replace the Hawaiian creative or text as Hawaiian sees fit. Hawaiian will not be responsible for errors that occur in the tracking of transactions due to modification by Applicant of the linking code in any of the various link types. 2.8 Affiliates may not engage in pay-per-click arbitrage techniques where a paid link is sent directly to HawaiianAirlines.com or automatically redirected from the Applicant’s site to HawaiianAirlines.com. This technique can create a bid environment hostile to Hawaiian’s own pay-per-click marketing activities and does not provide a good user experience. A “Sponsored Link” means a link offered, created or displayed for a fee (whether on a “cost-per-click” basis, commission, or any other commercial arrangement) by any Internet search engine using search terms or key words to identify, draw attention to, or direct Internet traffic to an Internet site. 3. Transaction Processing 3.1 Hawaiian will process transactions placed by customers who follow special links from Applicant’s site to HawaiianAirlines.com in accordance with applicable legal requirements. 3.2 Hawaiian reserves the right to reject transactions that do not comply with any reasonable requirements that Hawaiian may periodically establish. 3.3 Hawaiian will be responsible for all aspects of ticketing transaction, processing and fulfillment for ticketing. Linkshare will be responsible for all other aspects of transactions, processing and fulfillment. 3.4 Hawaiian will prepare order forms; process payments, and handle customer service. 3.5 Hawaiian will track transactions made with customers who purchase products using special links that Applicant will generate using LinkShare's technology, from Applicant’s site to Hawaiian’s site, and reports summarizing this sales activity will be available to Applicant also through LinkShare.com. The form, content, and frequency of the reports are limited to those reports and capabilities available through the LinkShare system. 3.6 Hawaiian 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 Hawaiian Airlines Affiliate Share Program. 3.7 To permit accurate tracking, reporting, and commission accrual, Applicant must ensure that the special links between Applicant’s site and HawaiianAirlines.com are properly formatted. 3.8 Hawaiian will not be responsible for improperly formatted links regardless of whether Applicant has made amendments to the code or not. 4. Commissions 4.1 Hawaiian will pay Applicant referral commissions on certain transactions to third parties. For a transaction to generate a commission, the customer must follow a special link (in the format specified by Company) from Applicant’s web site to HawaiianAirlines.com; purchase one or more Hawaiian Airlines tickets using Company’s automated reservation system; remit full payment to Hawaiian, and fly Hawaiian Airlines using the purchased ticket(s). 4.2 Hawaiian will not pay commissions on tickets that were purchased after the customer re-entered HawaiianAirlines.com (other than through a special link from Applicant’s site), even if the customer previously followed a link from Applicant’s site to HawaiianAirlines.com, unless the customer re-enters the site within thirty (30) days after the date they last entered site through a special link on Applicant’s site. 4.3 Hawaiian cannot accept responsibility for users who may delete or not accept or block technology used to track return visits to the Hawaiian website within the 30 day time frame and cannot be held to honor commissions for such untracked return visits. 4.4 Tickets or Products that are entitled to earn commissions under the rules set forth above are hereinafter referred to as “Qualifying Transactions.” 5. Commission Schedule 5.1 Applicant will earn Commissions based on the Qualifying Transactions generated by Applicant’s site, according to commission schedules to be established by Hawaiian. 6. Commission Payment 6.1 Hawaiian will pay Applicant commissions on a monthly basis through LinkShare Corporation approximately 30 days following the end of each calendar month. Applicant will receive a check for the commissions earned on qualifying transactions that were purchased during the month, less any taxes that Hawaiian is required by law to withhold or recalled commissions for refunded tickets. 6.2 Applicant will be able to track the number of Qualifying Transactions and commissions resulting from special links on Applicant’s site through the LinkShare.com Affiliate Reporting interface. 7. Policies and Pricing 7.1 Customers who buy products through this Program will be deemed to be customers of Hawaiian and HawaiianAirlines.com without affecting their status as Applicant’s customer. 7.2 Accordingly, all HawaiianAirlines.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 HawaiianAirlines.com. 7.3 Hawaiian may change the policies and operating procedures at any time consistent with applicable laws. For example, Hawaiian 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, Applicant may not display Hawaiian price information on Applicant’s site, unless made available through a Hawaiian banner or link provided through the Linkshare image inventory. 7.4 Hawaiian will use commercially reasonable efforts to present current and accurate information, but cannot guarantee the availability or price of any particular service or fare. 8. Promotion of Affiliation with Hawaiian 8.1 Hawaiian requests that Applicant be identified as a member of the Hawaiian Airlines Affiliate Share Program and this affiliation may not be promoted by Applicant in any way whatsoeverthat falls outside the scope of links described above, without prior approval by Hawaiian. 8.2 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 9.1 For the term of this Agreement, Hawaiian will grant Applicant a nonexclusive, revocable license to (i) access HawaiianAirlines.com through the links solely in accordance with the terms of this Agreement and (ii) use Hawaiian’s logos, trade names, trademarks, images, messages and similar identifying material (the "Licensed Materials"), for the sole purpose of identifying Applicant’s site as a Program participant and to assist in generating online transactions. 9.2 Applicant may not modify the Licensed Materials or any associated code (e.g. HTML) in any way. 9.3 Applicant may not bid on any of Hawaiian’s logos, trade names, trademarks, images, messages, similar identifying material, sponsored links on any Internet search engine or service which Sponsored Link uses or includes the terms “Hawaiian Airlines,” “Hawaiian Air,” “HawaiianAirlines.com,” HawaiianAir.com,” or “Hawaiian Miles” or any other trademarks, trade names, service marks, corporate names,or other similar general intellectual property right owned or licensed by Hawaiian or any parent, subsidiary, or other affiliate of Hawaiian. 9.4 A “Sponsored Link” means a link offered, created, or displayed for a fee (whether on a “cost-per-click” basis, commission, or any other commercial arrangement) by any Internet search engine using search terms or key words to identify, draw attention to, or direct Internet traffic to an Internet site. 9.5 Except as expressly granted in this Agreement, the Applicant shall have no other rights of any kind in regards to HawaiianAirlines.com, Hawaiian’s services, images, messages, codes, trade names and trademarks, and all other intellectual property. 9.6 Under no circumstances will anything in this Agreement be construed as granting by implication, or otherwise, a license to any of Hawaiian’s intellectual property or proprietary technology other than the use of the Licensed Materials, code and the linkage to HawaiianAirlines.com, in accordance with the terms of this Agreement. 9.7 Hawaiian may terminate your right to use the Licensed Materials for any reason at any time in sole and absolute discretion. 10. Responsibility for Site 10.1 Applicant will be solely responsible for the development, operation, and maintenance of Applicant’s site and for all content that appears on the site. For example, Applicant will be solely responsible for: *The technical operation of Applicant’s site and all related equipment *The selection of special links to HawaiianAirlines.com within the Linkshare image inventory *The accuracy, timeliness and appropriateness of content posted on Applicant’s site (including, among other things, all product-related materials) *Ensuring that materials posted on Applicant’s 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 Applicant’s site is not libelous or otherwiseil legal 10.2 Hawaiian disclaims all liability for these matters. Further, Applicant will indemnify and hold Hawaiian harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of Applicant’s site. 11. Term 11.1 The Term of this Agreement will begin upon acceptance by Hawaiian of Applicant’s Program application and will end when Hawaiian or Applicant terminates the agreement. Either party may terminate this Agreement at any time, with or without cause. Upon termination, all Hawaiian and Hawaiian Airlines Affiliate Share Program related content and links shall be promptly removed from Applicant’s site. 11.2 Applicant is only eligible to earn commissions on sales of Qualifying Transactions occurring during the term, and commissions earned through the date of termination will remain payable only if the related orders are not canceled and qualify as flown tickets. 11.3 In the event overpayment is made by Hawaiian, Applicant agrees to promptly remit such excess payment upon notification. Hawaiian may withhold final payment for a reasonable time to ensure that the correct amount is paid. 12. Modification 12.1 Hawaiian may modify any of the Terms and Conditions contained in this Agreement, at any time and in sole discretion, by posting a change notice or a new agreement on HawaiianAirlines.com or on LinkShare.com. Hawaiian will also make commercially reasonable efforts to notify Applicant of such changes prior to implementation. 12.2 Modifications may include, for example, changes in the scope of available commissions, commission schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE, THE APPLICANT’S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. THE APPLICANT’S CONTINUED PARTICIPATION IN THE PROGRAM AND COMPLIANCE WITH THE CHANGE OR NEW AGREEMENT FOLLOWING POSTING OF A CHANGE, NOTICE OR NEW AGREEMENT ON HAWAIIAN OR THE LINKSHARE SITE AND/OR SENDING APPLICANT THE CHANGE NOTICE VIA EMAIL WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. 13. Relationship of Parties 13.1 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. 13.2 Applicant will have no authority to make or accept any offers or representations on behalf of Hawaiian. Applicant will not make any statement, whether on Applicant’s site or otherwise, that reasonably would contradict anything in this Section. 14. Limitation of Liability 14.1 Hawaiian 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 Hawaiian has been advised of the possibility of such damages. 15. Disclaimers 15.1 Hawaiian makes 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). 15.2 Hawaiian makes no representation that the operation of HawaiianAirlines.com will be uninterrupted or error-free, and will not be liable for the consequences of any interruptions or errors. However, Hawaiian will make commercially reasonable efforts to correct errors or interruptions promptly. 16. Independent Investigation 16.1 APPLICANT IS TO ACKNOWLEDGE THAT THIS AGREEMENT HAS BEEN READ AND AGREE TO ALL ITS TERMS AND CONDITIONS. APPLICANT UNDERSTANDS THAT HAWAIIAN 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 APPLICANT’S SITE. APPLICANT HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND IS NOT RELYING ON ANY REPRESENTATIONS, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. 17. Miscellaneous 17.1 This Agreement will be governed by the laws of the United States and the State of Hawaii, 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 Honolulu, Hawaii and Applicant irrevocably consents to the jurisdiction of such courts. 17.2 Applicant may not assign this Agreement, by operation of law or otherwise, without Hawaiian’s 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. Hawaiian’s 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 Hawaiian’s right to subsequently enforce such provision or any other provision of this Agreement. AFFILIATE SHARE PROGRAM OPERATING AGREEMENT BETWEEN HAWAIIAN AIRLINES, INC. AND AFFILIATE