Operating Agreement Carlson Hotels Worldwide Affiliate Network Agreement This Agreement contains the complete terms and conditions that apply to a party's participation as an Affiliate in the Affiliate Network of Carlson Hotels Worldwide (the "Program"), and the establishment of links from your Web site to our Carlson Hotels Worldwide brand sites (i.e. Radisson.com, CountryInns.com, ParkInns.com, ParkPlaza.com, or RegentHotels.com) through the LinkShare Network ™. As used in this Agreement, "we" or "Carlson" means Carlson Hotels Worldwide, and "you" or “your” means the Affiliate applicant. By submitting your Affiliate Application and participating in the Program you are confirming that you have read this Agreement and you agree to be bound by these terms and conditions. 1. Enrollment in the Program: To begin the enrollment process, you must submit a complete Affiliate Application through The LinkShare Network. We will evaluate your application and will notify you of your acceptance or rejection for participation in the Program. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program for any reason. Unsuitable sites include, but are not limited to, those that: * Promote sexually explicit materials * Promote violence or hate toward any persons or groups * Promote discrimination based on race, sex, age, religion, nationality, disability or sexual orientation * Promote illegal activities * Promote tobacco or gambling * Contain, in our sole judgment, material that is defamatory, fraudulent or harassing * Misrepresent themselves as a Carlson Hotels Worldwide brand web site by using the "look and feel" of or text from our site * Include "Carlson Hotels Worldwide", "Radisson Hotels & Resorts", "Country Inns & Suites", "Park Inn", "Park Plaza", "Regent Hotels International", or variations or misspellings thereof in their domain names * Otherwise violate intellectual property rights of Carlson or its affiliates * Do not clearly state an online privacy policy to their visitors * Are unable to direct a reasonable amount of traffic by way of sales volume, clicks and page views to our site * Otherwise are considered (in our sole judgment) offensive or inappropriate * Link to or provide a portion of their commission or affiliate benefits to sites or organizations that violate any of the above criteria. Our acceptance criteria are subject to change at any time without prior notice. If your Application is not accepted, you may reapply to the Program at any time; however, you may not link to our site unless you are approved for the Program. If you are accepted into the Program, you will be able to participate in the Program subject to the terms and conditions of this Agreement. You should also note that if you are accepted to participate in the Program and your site is thereafter determined (in our sole discretion) to be unsuitable based on our criteria for the Program, we may terminate this Agreement. 2. Links on Your Site: a. Links Provided by Carlson: Upon acceptance into the Program, we will make available to you Qualifying Links that, subject to the terms and conditions of this Agreement, you may display as often and in as many areas on your site as you desire. Such Qualifying Links may take the form of graphics, banners, and buttons that Carlson will make available to you upon approval in to the Program through the LinkShare Network. The Qualifying Links will serve to identify your site as a member of the Program and will establish a link from your site to ours. You also agree that you will display in your site only those graphic images (indicating a Qualifying Link) that are provided by us, and you will substitute such images with any new images provided by us from time to time throughout the term of this Agreement. Only valid Qualifying Links generated by The LinkShare Network will be tracked for purposes of determining referral fees that you may be eligible to receive on sales of Consumed Hotel bookings generated through your site. b. 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. Qualifying Links embedded in e-mails, text or graphical, require the same treatment as all links described above. E-mails making reference to Carlson Hotels, its brand web site, any other aspect of the Affiliate Network or Carlson, 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. c. Search Box and HTML Banners: You may provide a Carlson Hotels Search Box or HTML Banner that may permit site visitors to navigate directly to individual areas on the Carlson Hotels brand web sites 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. d. Additional Requirements: As a condition to your acceptance and participation in the Program, you agree to not undertake or engage in the following practices, and any violation of this Section shall be deemed a material breach of this Agreement: * use the "Carlson Hotels Worldwide", "Radisson Hotels & Resorts", "Country Inns & Suites", "Park Inn", "Park Plaza", "Regent Hotels International" name, or any variation thereof, in any manner not expressly authorized by this Agreement; * use or otherwise incorporate the word Include "Carlson Hotels Worldwide", "Radisson Hotels & Resorts", "Country Inns & Suites", "Park Inn", "Park Plaza", "Regent Hotels International", or variations or misspellings thereof in the domain name(s) of your site(s), on any meta tags of Web pages comprising your site(s), in hidden text or source code, or in searchable keywords; * engineer your site in such a manner that pulls Internet traffic away from the Carlson Hotels Worldwide brand sites (i.e. Radisson.com, CountryInns.com, ParkInns.com, ParkPlaza.com, or RegentHotels.com) * attempt to modify or alter our site in any way; * make any representations, either express or implied, or create an appearance that a visitor to your site is visiting our site, e.g., "framing" the Carlson Hotels Worldwide brand sites, without our prior written approval; or * "scrape" or "spider" Carlson Hotels Worldwide brand sites for content (such as images, logos or text). If your site donates any portion of its referral fees to any school, foundation or other charitable organization, you may not state or imply that Carlson endorses such activities or is responsible in any way for the inclusion and donation of funds to any of the schools, foundations or charities associated with your site. e. Compliance with the Agreement: We have the right in our sole and absolute discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement, and you agree to provide us with unrestricted access to your site for such purpose. In addition, Carlson may at any time, without prior notice, remove the links described above, require you to remove the links, or dynamically replace the Carlson creative or text with creative or text Carlson sees fit. Carlson 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. Your Responsibilities: 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 accuracy, timeliness and appropriateness of content posted on your site (including, among other things, all product-related materials); * ensuring that your site complies with all applicable copyright and other laws; * 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; and * notifying us and The LinkShare Network of any malfunctioning of the Qualifying Links or other problems with your participation in the Program in accordance with the terms of the Offer and this Agreement. We disclaim all liability for all such matters. Further, you agree to defend, indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys fees) relating to the development, operation, maintenance or content of your site. 4. Transaction Processing We will process transactions placed by customers who follow special links from your site to the Carlson Hotels brand web sites 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. Carlson 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 Carlson Hotels Worldwide 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. Carlson will not be responsible for improperly formatted links regardless of whether you, the affiliate, has made amendments to the code or not. In addition, we are unable to track or provide credit for sales from customers that are referred to us with browsers that do not have their cookies setting enabled. 5. Referral Fees: We will pay you referral fees on certain product sales to third parties generated from our Carlson Hotels Worldwide brand web site only. For a product sale to generate a referral fee, the customer must * use a browser that has its cookies setting enabled; * follow a Link (in the format specified by Carlson) from your site to the Carlson Hotels Worldwide brand web site (if it is the last link to our site that the customer uses before making the purchase); * make a purchase, on a commissionable rate, using our Carlson Hotels brand Web site online reservation system; * Consume the actual hotel reservation by staying in the hotel property during the time stated in the referred reservation; and * remit full payment to us. We will not pay a referral fee on any purchases after the customer has re-entered our site (other than through a Qualifying Link from your site), even if the customer previously followed a link from your site to our site. We will not pay a referral fee on sales involving fraudulent activity and we have the right to deny payment if we discover such activity. Products that are entitled to earn a referral fee under the rules set forth above are hereinafter referred to as "Qualifying Transactions." 6. Fee Structure You will earn referral fees based on the Net Price of Qualifying Products, according to fee schedules to be established by us. "Net Price" means the hotel sale price listed online on our site (less any coupon or customer discount) and excludes amounts collected by us for taxes, rebates, room charges, and amounts due to credit card fraud and bad debt. 7. Fee Schedule 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 consumed during the month, less any taxes that we are required by law to withhold. Referral fees for Qualifying Transactions that are purchased but not consumed during the same calendar month will be held until confirmation of stay can be made. However, if the fees payable to you for any calendar month are less than $25.00, we will hold those fees until the total amount due is at least $25.00 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. 8. Policies and Pricing Customers who buy products through this Program will be deemed to be customers of Carlson Hotels Worldwide without affecting their status as your customer. Accordingly, all Carlson rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers with respect to their transactions at Carlson. 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 Carlson 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 rate. 9. Term of the Agreement: a. The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party five (5) days prior written notice of termination. In addition, we shall be entitled to terminate this Agreement immediately if you materially breach or violate any terms or conditions of this Agreement, or if we determine, in our sole discretion, that there are technical or operational issues (e.g. interruptions caused by or shifts in online/Internet technology) that adversely affect the implementation of the Program, or the orders/referrals were obtained fraudulently or through misrepresentation, in which case we reserve the right to withhold payment of associated referral fees pending an investigation of the suspected fraud or misrepresentation. Termination of this Agreement shall also terminate any outstanding Offer. However, all rights to payment, causes of action and any provisions that by their terms are intended to survive termination, shall survive termination of this Agreement. b. Either party may terminate an Offer at any time by deleting its acceptance of the Offer through The LinkShare Network. Termination of a specific Offer shall not be deemed to terminate any other Offers. c. Upon termination of this Agreement, you will immediately cease use of, and remove from your site, all links to our site and all Carlson related content. d. You are only eligible to earn referral fees on sales of Qualifying Transactions occurring during the term of this Agreement, and referral fees earned through the date of termination will remain payable only if the related transactions are not canceled or not consumed by a customer. In the event any other 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. 10. Publicity: You shall not create, publish, distribute, or permit any written material (e.g., press releases, marketing material or screen shots) that makes reference to us without first submitting such material to us and receiving our prior written consent, which we may withhold in our sole discretion. 11. Licenses and Use of the Carlson Logos and Trademarks: a. We grant you a non-exclusive, non-transferable, revocable license to (i) access our site through the Qualifying Links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks and similar identifying material designated in the Offer (collectively, the "Licensed Materials"), only as provided to you through The LinkShare Network and solely for the purpose of generating the sale of Carlson products from your site. You acknowledge that this Agreement does not provide you with any intellectual property rights in the Licensed Materials other than the limited rights contained herein. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. You may not sublicense, assign or transfer any such licenses for the use of the Licensed Materials, and any attempt at such sublicense, assignment or transfer is void. We may terminate your license to use the Licensed Materials for any reason at any time in our sole and absolute discretion. b. You shall not make any specific use of any Licensed Materials for purposes other than generating the sale of Carlson products from your site, without first submitting a sample of such use to us and obtaining our prior written consent, which we may withhold in our sole and absolute discretion. c. Your license to use the Licensed Materials is also subject to the following guidelines: * You may use the Licensed Materials only for purposes expressly authorized by us. * You may not alter, modify, or change the Licensed Materials in any way; for example, you may not change the proportion, color, or font of any trademark. * You may not display the Licensed Materials in any manner that implies our sponsorship or endorsement of your products, services or site outside of your involvement in the Program. * You may not use the Licensed Materials to disparage Carlson, its products or services, or in a manner which, in our sole judgment, may diminish or otherwise damage the goodwill in our name and the Licensed Materials. * Each Carlson trademark must appear by itself and must be surrounded by sufficient empty space on all sides in order to avoid unintended associations with any other objects (including, without limitation, type, photography, borders and edges). * You shall not use the Licensed Materials as a feature or design element of any other logo. * No copying of any image on our site except for those links specifically provided to you under this Agreement. We reserve the right in our sole discretion to modify these guidelines at any time upon prior written notice and the right to take action against any use that does not conform to these guidelines. 12. 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 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. 13. Representations and Warranties: You hereby represent and warrant to us as follows: a. This Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms, and you agree not to contest the validity or enforceability of this Agreement under the provisions of applicable law relating to whether certain agreements are to be in writing or signed by the party to be bound thereby. b. Any material displayed on your site will not: (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, anti-discrimination or false advertising; (vi) promote violence or contain hate speech; (vii) promote discrimination based on race, age, sex, religion, nationality, sexual orientation or disability; or (viii) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. 14. Confidentiality: Except as otherwise provided in this Agreement or with our prior written consent, you agree that all information including, without limitation, the terms of this Agreement, our business and financial information, our customer lists, and our pricing and sales information, shall remain strictly confidential and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than you or your affiliates. Notwithstanding the foregoing, you may deliver a copy of any such information (a) pursuant to a subpoena issued by any court or administrative agency, (b) to your accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation or legal process. 15. Limitation of Liability: We will not be liable for indirect, special, exemplary, consequential or incidental damages, or any loss of revenue, profits or data, arising in connection with this Agreement, the Program or The LinkShare Network, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement. 16. Indemnification: You acknowledge that by entering into this Agreement, we do not assume and should not be exposed to the business and operational risks associated with your business, or any aspects of the operation or content of your Web site(s). Accordingly, you hereby agree to indemnify and hold harmless us and our respective directors, officers, employees, agents, shareholders and members, from and against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including court costs and reasonable attorneys fees) even if such claims are groundless, fraudulent or false (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any breach or alleged breach of any representation or warranty or breach of a covenant or agreement made by you herein, (ii) any claim arising from or connected with any of the content or activities of your site (including without limitation any activities or aspects thereof or commerce conducted thereon) or related business, or (iii) your misuse, unauthorized modification or unauthorized use of the services or materials provided by us or LinkShare hereunder. 17. 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 The LinkShare Network or otherwise communicating such change to you. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures or Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE LINKSHARE NETWORK WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. 18. Independent Investigation: YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL TERMS AND CONDITIONS IN THIS AGREEMENT. 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 REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. 19. General: a. No Agency. You and Carlson are independent contractors, and nothing in this Agreement (including any Offer) 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. b. Governing Law; Venue. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the United States and the State of Minnesota, 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 Hennepin County, Minnesota, and you irrevocably consent to the jurisdiction of such courts. c. Notice. Any notices required or permitted by this Agreement must be delivered to Carlson via registered mail to: Ms. Kathy Hollenhorst Carlson Relationship Management 701 Carlson Parkway Mailstop: 8214 Minneapolis, MN 55305 Phone: 763-212-4521 Fax: 763-212-1254 WITH A COPY TO: Mr. Robert S. Brill Associate General Counsel Carlson Companies 701 Carlson Parkway Mailstop: 8249 Minneapolis, MN 55305 Phone: 763-212-5243 Fax: 763-212-8843 Any notices required or permitted by this Agreement or communications in connection with the Program will be sent to you by Carlson via e-mail at the address you provided in your Affiliate Application. d. Severability. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other provision may be invalid or unenforceable in whole or in part. e. Assignment. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent, which may be withheld in our sole discretion. 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. f. Waiver. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. g. Equitable Relief. The parties agree that any breach of either of the party's obligations regarding trademarks, service marks, trade names, confidentiality, links or the removal of links, and/or user data may result in irreparable injury for which there may be no adequate remedy at law. Therefore, in the event of any breach or threatened breach of a party's obligations regarding trademarks, service marks, trade names, confidentiality, links or the removal of links, and/or user data, the aggrieved party will be entitled to seek equitable relief in addition to its other available legal remedies in a court of competent jurisdiction. h. Force Majeure. You acknowledge that Carlson's and The LinkShare Network's servers, equipment, and services (e.g., tracking and reporting) may be subject to temporary modifications or shutdowns due to causes beyond Carlson's and The LinkShare Network's reasonable control. Such temporary service interruptions will not constitute a material breach of this Agreement. i. Survival. Section 10 (Term), 15 (Confidentiality), 16 (Limitation of Liability), 17 (Indemnification) and 20 (General), including all subsections thereof, shall survive any termination of this Agreement.