Affiliate Marketing Terms and Conditions

Overview

This Agreement contains the complete terms and conditions that apply to Affiliate's participation in the Affiliate Network of Delta Air Lines (the "Program"). Carefully read these terms and conditions, which represent a legally binding agreement between Delta Air Lines, Inc. ("we" or "Delta") and you ("you" or "Affiliate"). As used in this Agreement, "Site" means, depending on the context, either the delta.com site or the website owned or controlled by Affiliate, on which Affiliate will place Links (as defined below) to delta.com. Affiliate acknowledges that its participation in the Program will require Affiliate to use the Linkshare Network™, and that Linkshare may require Affiliate to agree to certain terms and conditions prior to Affiliate's use of the Linkshare Network.

1. Enrollment in the Program

Affiliate shall submit a completed Program application through the Linkshare Network to begin the enrollment process. Delta will evaluate your application and notify you if the application is accepted or rejected. Delta may reject Affiliate's application for any reason, in Delta's sole discretion, including if Delta determines that Affiliate's Site is unsuitable for the Program. Unsuitable sites include, without limitation, those that contain illegal, offensive, infringing content or content that Delta otherwise deems offensive. If Affiliate is accepted into the Program, Affiliate shall notify Delta in writing of any significant changes to the content or structure of Affiliate's Site within ten (10) days of such change(s).

2. Links

For the purposes of this Agreement, "Link(s)" means the software code that Delta makes available to Affiliate that is used for linking from your Site to web pages on delta.com, and may include banners, text, search boxes, buttons, or other graphics or devices. All Links used in the Program shall be served by the Linkshare Network. Delta may, in its sole discretion, consider written requests to use other serving mechanisms, on a case by case basis. Affiliate shall not modify the Links in any way. Delta will not be responsible for errors that occur in the tracking of transactions if Affiliate has made or caused any such modification.

General Links to delta.com

Affiliate shall only post Links approved by Delta. Approved Links will be made available to Affiliate through the Linkshare Network upon Affiliate's acceptance into the Program. Affiliate may also post on its Site links obtained directly from e-mails and quarterly newsletter received from Delta. Any deviations from the guidelines and treatment described in this Agreement must be approved in advance and in writing by Delta . Delta may at any time, without prior notice, remove the Links described above, require Affiliate to remove the Links, or dynamically replace the Delta creative or text with creative or text suitable to Delta in Delta's sole discretion.

4. E-mail Links

Affiliate may use Links within e-mails that Affiliate sends to registered users of the Affiliate Site. Use of such Links is subject to all of the requirements and restrictions respecting Links generally as set forth in this Agreement. E-mails making reference to Delta, that include Links, or that concern any other aspect of the Program, may be sent only to individuals who have elected to receive such e-mails. "Spamming," including the sending of unsolicited electronic communications, will not be tolerated and may lead to termination of this Agreement. You will not be entitled to any Referral Fees generated through Spamming tactics. Affiliate shall comply with any and all regulations, statutes and applicable laws of the United States or any other state, country or jurisdiction related to e-mail, and/or electronic communications. It is Affiliate's responsibility to be aware of all such regulations, statutes and laws.

5. Transaction Processing

Delta will process transactions placed by customers who follow Links from Affiliate's Site to the Delta Site. Delta reserves the right to reject transactions that do not comply with any reasonable requirements that Delta may periodically establish. Delta will be responsible for all aspects of transactions processing and fulfillment. Among other things, Delta will prepare order forms; process payments, cancellations, and handle customer service. Delta will track transactions made with customers who purchase products using Links and generate reports summarizing this sales activity which will be available to Affiliate 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 Program. To permit accurate tracking, reporting, and fee accrual, Affiliate shall ensure that Links are properly formatted. Delta will not be responsible for improperly formatted Links.

6. Qualified Transactions

Delta will pay Referral Fees (as defined below) to Affiliate for Qualified Transactions (as defined below). For the purposes of this Agreement, a "Qualified Transaction" means a transaction whereby a customer: (i) uses a Link to enter the Delta Site; (ii) purchases one or more Delta tickets using Delta's automated reservation system; (iii) remits full payment to Delta; and (iv) travels on Delta Air Lines using such purchased ticket(s). A customer's purchase of multiple tickets as part of one transaction will count as one transaction, regardless of the number of tickets purchased. If a customer initially visits the Delta Site using a Link, any transaction completed by that customer on the Delta Site within the return day period specified, whether or not via a Link, will count as a Qualified Transaction if it otherwise meets the requirements of this Section and the Agreement.

Delta does not accept responsibility for customers who may delete or otherwise not accept cookies used to track return visits to the Delta Site and cannot be held to honor Referral Fees for such untracked return visits. Delta will not pay Referral Fees for any transactions other than Qualified Transactions as defined in this Agreement. This means that Delta will not pay you for transactions that, among other things, result from a link directly to delta.com from any Internet site other than your Site, such as from a Sponsored Link as set forth in Section 14 of this Agreement. This also means that you will not be entitled to Referral Fees for tickets sold that are ultimately returned or refunded.

7. Referral Fees

Referral Fees means the fees Delta will pay Affiliate based on the number of Qualified Transactions generated by the Affiliate Site, in accordance with the fee schedule set forth below.

• Delta will pay Affiliate Five dollars ($5.00) per Qualified Transaction if Affiliate generates 200 or more Qualified Transactions during the applicable calendar month.
• Delta will pay Affiliate Four dollars ($4.00) per Qualified Transaction if Affiliate generates 50-199 Qualified Transaction during the applicable calendar month.
• Delta will pay Affiliate Three dollars ($3.00) per Qualified Transaction if Affiliate generates 1-49 Qualified Transactions during the applicable calendar month.

8. Fee Payment

Delta will pay Affiliate the Referral Fees on a monthly basis through the Linkshare Network. Approximately 45 days following the end of each calendar month, Delta pays Linkshare for the Referral Fees earned on Qualified Transactions that were purchased and flown during the month, less any taxes that Delta is required by law to withhold. Linkshare disburses the Affiliate's commission payments. Referral Fees for Qualified Transactions that are purchased but not flown during the same calendar month will be held until confirmation of flight can be made. Affiliate may track the number of Qualified Transactions and associate Referral Fees through Linkshare's Affiliate Reporting interface. Delta does not make any guarantee of a minimum amount of business or that Affiliate will earn any amount of Referral Fees under this Agreement.

9. Policies and Pricing

Customers who buy products through the Program will be deemed to be customers of Delta. Accordingly, all delta.com rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to such customers with respect to their transactions at delta.com. We may change our policies and operating procedures at any time consistent with applicable laws. Since prices and availability may vary from time to time, Affiliate may not display Delta price information on Affiliate's Site. Delta will use commercially reasonable efforts to present current and accurate information, but cannot guarantee the availability or price of any particular service or fare.

10. Promotion of Affiliation with Delta Air Lines

Affiliate may not in any manner misrepresent or embellish the relationship between the parties. While Delta requests that Affiliate identify itself on its Site as a member of the Delta Air Lines Affiliate Network, Affiliate shall not otherwise engage in any promotions which name Delta or imply any relationship or affiliation between the parties including, but 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 format or media. Any such promotion will be considered grounds for immediate termination of this Agreement and may invoke further legal action.

11. Limited License for the term of this Agreement

Delta hereby grants to Affiliate a limited, non-exclusive, non-transferable, revocable license to use and display the Links and to access the Delta Site through the Links solely in accordance with the terms of this Agreement, and for the term of this Agreement.

12. Ownership

As between Affiliate and Delta, Delta shall own all right, title and interest, including all Intellectual Property Rights, in and to the Delta Site, the Program and the Links. For the purposes of this Agreement "Intellectual Property Rights" means copyright rights, trademark rights, patent rights, trade secrets, moral rights, right of publicity, authors' rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the laws of the United States or any other state, country or jurisdiction.

13. Responsibility for Affiliate's Site

Affiliate will be solely responsible for the development, operation, and maintenance of Affiliate's Site and for all content that appears on such Site. Such responsibility includes, without limitation: (i) the technical operation of Affiliate's Site and all related equipment; (ii) the accuracy, timeliness and appropriateness of content posted on Affiliate's Site; (iii) ensuring that posted materials do not violate or infringe upon the rights of any third party; (iv) ensuring that posted content is not libelous or otherwise illegal. Affiliate shall not use any Delta proprietary materials in a manner that is disparaging or that otherwise portrays Delta in a negative light.

14. Sponsored Links

Affiliate shall not use, procure, bid on, or otherwise arrange for a Sponsored Link (defined below) on any Internet search engine, portal, sponsored advertising service or other search or referral service (a "Service") which Sponsored Link uses or includes the terms "Delta," "Delta Air Lines," "delta.com," "SkyMiles," or any other trademarks, trade names, service marks, corporate names, or other similar general intellectual property right owned or licensed by Delta or any parent, subsidiary, or other affiliate of Delta ("Delta Marks"). 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 a Service which uses search terms or key words to identify, draw attention to, or direct Internet traffic to an Internet site.

Delta Marks include, without limitation: Crown Room Club, Delta, Delta Air Lines, delta.com, Delta AirElite, Delta Connection, Delta Dream Vacation, Delta Dream Vacations, Delta Horizons, Delta Golf, Fan Fares, good goes around, Medallion, Ready When You Are, SkyBonus, SkyMiles, SkyTeam, We Love To Fly And It Shows, and We Love To Fly.

Affiliate shall not register, procure, or use any Internet domain name that includes the Delta Marks or any variations thereof.

15. Indemnity

Affiliate shall defend, indemnify and hold Delta harmless from all claims, damages, and expenses (including, without limitation, reasonable attorneys' fees) relating to: (i) the development, operation, maintenance, and content of Affiliate's Site; or (ii) breach of this Agreement.

16. Term and Termination

Affiliate's acceptance of the terms and conditions of this Agreement shall be evidenced by Affiliate's submission of a completed Program application, provided, however, that this Agreement shall not be effective unless and until Delta has accepted Affiliate into the Program. The term of this Agreement will begin upon Delta's acceptance of Affiliate into the Program and will end when terminated by either party (the "Term"). Either party may terminate this Agreement at any time, with or without cause, by giving the other party prior written notice. Upon termination, Affiliate shall promptly remove all Links and Program-related content from Affiliate's Site. Affiliate is only eligible to earn Referral Fees on Qualified Transactions occurring during the Term (including all steps required for a transaction to be a Qualified Transaction under this Agreement. In the event that an overpayment is made by Delta, Affiliate agrees to promptly remit such excess payment upon notification by Delta. Delta may withhold Affiliate's final payment for a reasonable time to ensure that the correct amount is paid. The definitions contained in this Agreement and sections 12 through 22, shall survive the termination of this Agreement, along with any other provisions that by their express terms do, or by their nature should, survive.

17. Modification

Delta 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 Delta Site or on the Linkshare Network. If any modification is unacceptable to Affiliate, Affiliate's only recourse is to terminate this agreement. Affiliate's continued participation in the Program following our posting of a change notice or new agreement on the Delta Site or the Linkshare site and/or sending you the change notice via e-mail will constitute binding acceptance of the change.

18. 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. Affiliate will have no authority to make or accept any offers or representations on our behalf. Affiliate will not make any statement, whether on the Affiliate Site or otherwise, that reasonably would contradict anything in this Section.

19. Limitation of Liability

DELTA SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (HOWEVER ARISING, AND REGARDLESS OF THE THEORY OF RECOVERY). DELTA'S TOTAL LIABILITY TO AFFILIATE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT IS LIMITED TO THE GREATER OF FIVE HUNDRED DOLLARS ($500) OR THE AMOUNTS PAID BY DELTA TO AFFILIATE DURING THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE FIRST REOCCURRENCE OF EVENTS GIVING RISE TO THE IMPOSITION OF LIABILITY UNDER THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING LIMITATIONS, SO THEY MAY NOT APPLY TO AFFILIATE.

20. Disclaimers

Delta 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). In addition, Delta makes no representation that the operation of the Delta Site will be uninterrupted or error-free, and we will not be liable for any such interruptions or errors.

21. Independent Investigation

Affiliate acknowledges that it has read this Agreement and agrees to all its terms and conditions. Affiliate understands that Delta may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate websites that are similar to or compete with Affiliate's site. Affiliate has independently evaluated the desirability of participating in the Program and is not relying on any representations or statements other than as set forth in this Agreement.

22. Miscellaneous

All rights not expressly granted herein by Delta to Affiliate are reserved by Delta. There are no implied rights.

Any notice provided for or permitted under this Agreement will be treated as having been given when (i) delivered personally, (ii) sent by confirmed telex or fax; (iii) sent by nationally recognized commercial overnight courier with written verification or receipt; or (iv) mailed postage prepaid by certified or registered mail, return receipt requested, to the party to be notified, at the address set forth on Affiliates applicable registration form, in the case of Affiliate, and the address set forth below for Delta. This provision shall not apply to Section 17, "Modifications."

Except as set forth in Section 17, "Modifications," this Agreement may be amended or supplemented only by a writing that is signed by duly authorized representatives of Delta. No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.

If any provision of this Agreement is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect.

This Agreement shall be governed by and construed under the laws of the State of New York, without regards to its conflict of laws principals.

Delta may assign this Agreement without restriction, provided that assignee agrees in writing to be bound by the terms of this Agreement. Affiliate may not assign this Agreement or any rights, duties, or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of Delta and any attempt to do so without such consent will be void. This Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

The titles and headings herein are for reference purposes only and shall not in any manner limit the construction of this Agreement, which shall be considered as a whole.

Except as may be otherwise specifically provided in this Agreement, this Agreement is not intended to and shall not confer upon any other person or business entity, other than the parties hereto, any rights or remedies with respect to the subject matter hereof.

This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations and agreement, whether written or oral.