United Airlines, Inc. et al v. Zaman

Filing 1

COMPLAINT filed by United Airlines, Inc., Orbitz, LLC, Orbitz Worldwide, LLC; Jury Demand. Filing fee $ 400, receipt number 0752-10069670. (Attachments: #1 Exhibit A, #2 Exhibit B, #3 Exhibit C, #4 Exhibit D, #5 Exhibit E, #6 Exhibit F, #7 Exhibit G, #8 Exhibit H, #9 Exhibit I)(Letchinger, John)

THIS IS A LEGAL AGREEMENT BETWEEN YOU (THE "AFFILIATE") AND ORBITZ, LLC (THE "COMPANY").
BY CLICKING ON THE "I ACCEPT" BUTTON AT THE END OF THIS AGREEMENT YOU AGREE THAT YOU HAVE
READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
OVERVIEW
This Affiliate Agreement (this "Agreement") contains the complete terms and conditions
that apply to Affiliates in the Orbitz Affiliate Program. Becoming an Affiliate allows
you to establish HTML linking between your web site and the Orbitz.com domestic web site
(the "Orbitz Site"), subject to the terms and conditions of this Agreement. As used in
this Agreement, "we," "us," and "our" will mean the Orbitz, and "you," "your," and
"yours" will mean the Affiliate.
BECOMING AN AFFILIATE
Affiliate Agreement and Application:
If you become an Affiliate, you will be allowed to establish links from your web site to
the Orbitz Site, pursuant to the terms of this Affiliate Agreement. To participate in the
Orbitz Affiliate Program and become an Affiliate of the Orbitz Site, you must read and
accept the terms of this Affiliate Agreement. If you accept the terms of this Affiliate
Agreement, you will be required to fill out the Affiliate Application and submit it to
our network. We, in our sole discretion, will determine whether your site and any
technology used by you to send us affiliate transactions (each, a "Program") would be a
suitable affiliate site based on your application. Not all applicants will become
affiliates and not all Programs will be approved. Orbitz, in its sole discretion, may
deny any application for any reason, including applications for sites that contain
content that could be classified as defamatory, harassing, harmful, obscene, racially
objectionable, or unlawful. We will notify you of our acceptance or rejection. We
maintain the right, at any time during your participation in the Orbitz Affiliate
Program, to re-evaluate your site and any Programs used by you to send us transactions
and may, in our sole discretion, reject any site and any Program for any reason. If,
after initial approval of your application, you begin using any new site or Program, you
will submit such site or Program to us for approval and shall not begin using such site
or Program to send us transactions until such time as we notify you of our acceptance
thereof.
Ineligibility:
You are not eligible to participate in the Orbitz Affiliate Program if you are a travel
supplier or if you are an employee of or contractor to an Orbitz Competitor (each, an
"Ineligible Party"). An Orbitz Competitor means an Online Travel Company that is
primarily engaged in the sale, marketing, or distribution of travel products or services,
specifically including companies whose primary business is supplying or aggregating
travel services (by way of example, but not limited to, Priceline, Travelocity, Expedia,
Kayak, Booking.com, and Hotwire).
If you are an Ineligible Party, or are not sure whether you are or are not an Ineligible
Party, you must contact us before attempting to accept the terms of this Agreement. If
you are an Ineligible Party and you accept the terms of this Agreement, you agree that
(i) this Agreement shall immediately terminate and (ii) you will keep confidential any
Confidential Information, as defined below), which you have gained access to during your
participation in the Affiliate Program and part (ii) of this section shall survive
termination.
YOUR RIGHTS AND OBLIGATIONS
Link to the Orbitz Site:
Upon acceptance into the Orbitz Affiliate Program, you will have access to the Publisher
Dashboard located at https://cli.linksynergy.com/cli/common/login.php?browserok. At this
site you will be able to download HTML code and graphics that we have made available for
you to use in your web site, pursuant to the following Guidelines: a) You may use the
HTML code and graphics provided by Orbitz only to link to or search the Orbitz Site,
PROVIDED THAT you do not use the HTML code or graphics provided by Orbitz in connection
with any feature in your web site or in your Programs which is devoted to a comparison of

the travel information or fares offered by Orbitz to travel information or fares offered
by any of Orbitz's then existing online reservation competitors, including, without
limitation, the Orbitz Competitors, b) The HTML code we will make available to you
provides special link formats for linking to web pages within the Orbitz Site ("Links").
For commission fees to be properly tracked, recorded and earned, you must ensure that
each of the links between your site or your Programs and our site are Links provided to
you by Orbitz. We will not be liable to you for any lost commissions resulting from your
failure to use appropriate Links. You also agree that those graphic images that you
display pertaining to the Orbitz Site, for use as a link or otherwise, will only be
graphic images that we provide to you from the Publisher Dashboard. If we update those
graphics, you shall immediately replace our old graphics with the new ones.
We have the right, in our reasonable discretion, to monitor your site and Programs to
ensure that your links to the Orbitz Site are appropriate. If we decide, in our sole
discretion, that your links to the Orbitz Site are not appropriate, then we may either
notify you of any changes that we feel should be made, or we may terminate this Agreement
upon notice to you. If we notify you of changes we desire you to make to your site or
Programs and such changes are not made immediately, then we may terminate this Agreement
upon notice to you. You agree that upon our termination of this Agreement you will
immediately remove all links to the Orbitz Web Site from your web site or Programs.
You expressly agree to abide by all of the terms and conditions of use related to each of
the Orbitz Sites, including the Publisher Dashboard.
Update Your Site:
The Orbitz Site is updated frequently, and therefore, to maintain the consistency and
accuracy between the Orbitz Site and our Affiliates sites, you agree to update the
content on your site and any Programs on a regular basis. All such maintenance and
updating of your site and Programs shall be at your sole cost and responsibility. We may
monitor your site and Programs as we feel necessary to make sure that your site and
Programs are up-to-date and to notify you of any updates to your site and/or Programs
that we feel should be made. If we notify you of changes we desire you to make to your
site and/or Programs and such changes are not made immediately, then we may terminate
this Agreement upon notice to you.
Do Not Copy the Orbitz Site:
You agree that you will not copy, and that your site will not resemble distinctive or
particular elements of our site. This includes, but is not limited to: graphics, design,
organization, presentation, layout, user interface, navigation, trade dress, colors and
stylistic convention. You agree that the total appearance and impression substantially
formed by the combination, coordination and interaction of such distinctive and
particular elements, and any derivative of these shall not create the impression that
your site is our site or a part of our site. You will not frame any page in the
Orbitz.com web site from within your site.
Do Not Use Our Trademark:
As a condition to your acceptance and participation in the Program, you shall not
undertake or engage in the following practices, and any violation of this Section shall
be deemed a material breach of this Agreement: (a) Use or otherwise incorporate the words
"Orbitz" or variations or misspellings in the domain name(s) of your Site(s); (b) Modify
or alter the Orbitz site in any way; (c) Make any representations, either express or
implied, or create an appearance that a visitor to your Site is visiting the Orbitz Site;
e.g., "framing" the Orbitz Site (d) Use "Orbitz" or "Orbitz.com" as any part of your
domain name, or portion thereof, unless expressly and explicitly authorized in writing by
Orbitz, (e) Purchase or bid for placement of "Orbitz.com", or any variation or
misspelling thereof, or the name of any Orbitz-affiliated brand or of any of Orbitz's
travel suppliers, within any third party search engine or portal, including but not
limited to AOL.com, Yahoo!.com, MSN.com, Google.com, netscape.com, excite.com, bing.com,
ask.com, lycos.com, metacrawler.com and altavista.com, (f) During the term of or after
the expiration or termination of this Agreement, use any mark, name or domain name of any
type which is confusingly similar to "Orbitz" or other "Orbitz" trademarks. Further, if
Orbitz becomes aware of any violation of section (a) or (f) above, you agree to
immediately transfer such domain to Orbitz. Affiliate keyword bidding on our trademark or

any variation or misspelling thereof is prohibited. In addition, you shall (1) add the
keyword terms found in Exhibit A to your NEGATIVE BROAD MATCH and NEGATIVE EXACT MATCH
lists for every search engine used, including Google, Yahoo, Microsoft AdCenter, Ask and
any other applicable search engines (2) not bid on or purchase as a search engine keyword
any of Orbitz’s trademarks, any derivation or misspelling of Orbitz’s trademarks, or any
terms containing Orbitz's trademarks, or (3) not use any “spyware” or any other service
that misdirects users from Orbitz.com. Affiliates found in violation of this section will
be subject to termination. Affiliates shall be immediately terminated if it is determined
by Orbitz that such Affiliate is bidding on competitor trademarks and redirecting that
traffic to the Orbitz website.
Do Not Send Unsolicited Emails:
You must adhere to federal CAN-SPAM laws and any applicable state laws in regard to
distributing emails, including all applicable privacy and data protection laws and
regulations. You will not send any email to an address on its opt-out list or any address
contained on a list provided by Orbitz to Affiliate. All emails sent will include a
valid opt-out mechanism and a physical address. Do Not Divert Orbitz visitors. You agree
that you will not employ any technology, including, but not limited to, pop-ups, popunders and pop-overs, to serve messages to customers on the Orbitz website or on Orbitzbranded pages on a third-party website, designed to divert shoppers away from on the
Orbitz website. Additionally, you will not employ any technology that forcefully
redirects a customer away from the Orbitz website or an Orbitz-branded page on a thirdparty website. You agree not to use Spyware in any of your marketing activities, as
Orbitz considers Spyware to be a threat to consumer privacy. "Spyware" refers to types of
marketing software programs that collect information about a consumer’s Internet
activities and share that information with a third party, often without the users consent
or knowledge. Spyware may gather personally identifiable information, such as e-mail
addresses and credit card information, and may even alter personal computer settings.
Use of Adware
Any executable application that delivers advertising content or that is bundled with
applications that deliver advertising content (“Adware”) must be submitted to Orbitz for
review and testing prior to applying for the Orbitz Affiliate Program. For clarity,
Adware includes, but is not limited to, toolbars, browser extensions, and cashback/coupon
reminders. You must receive written approval from Orbitz prior to using any Adware, which
approval may be revoked at any time by Orbitz in its sole discretion. Affiliates offering
Orbitz approved Adware to consumers must consistently adhere to the following conditions:
•

•
•
•
•

Obtain affirmative consent from the consumer to download an Adware program onto
the consumer’s computer. Offering companies must provide a clear and prominent
explanation that the program will deliver advertisements once it is installed, as
well as any other information important for consumers to know;
Obtain affirmative consent from the consumer for You to set a cookie;
Provide consumers with an easy-to-find, easy-to-understand, and easy-to-use means
to un-install the Adware application at any time they choose;
Conspicuously identify the creator/source of the Adware application in all
download offers and resulting marketing communications, including pop-ups;
Inform Orbitz of any material changes that are made to the Adware prior to
launching the new version so that Orbitz can review and approve the new version

Orbitz reserves the right to periodically review all Adware used by You for compliance
with this provision. Any instance of non-compliance with this provision can result in
your immediate termination from the Orbitz Affiliate Program, in which case all
commissions, regardless of origin, will be immediately reversed.
Obtain our Consent to Send out Publicity:
You must obtain Orbitz's prior written consent to create, publish, distribute or use any
written, electronically transmitted or other form of publicity that makes reference to
Orbitz. If you fail to obtain our consent, we may pursue any action against you to which
we are entitled, including but not limited to immediately terminating this Agreement.

You Will Be Given a Password to Access Specific Affiliate Information:
Upon acceptance into the Orbitz Affiliate Program, you will be given a password so that
you may enter our secure site Publisher Dashboard, located
athttps://cli.linksynergy.com/cli/common/login.php?browserok. From this site you will be
able to receive your sales statistics, reports, and other information, as well as the
graphics and HTML code that enable you to create links from your web site or Programs to
ours. Your commission will be based on the reports you may access at the Publisher
Dashboard. You agree that such reports will be the final, determinative measurement of
the Bookings, Reservations, and Enrollments for which commissions will be calculated.
ORBITZ'S RIGHTS AND OBLIGATIONS
Orbitz may monitor your site and Programs:
You agree that we have the right to monitor your site and Programs at any time and from
time to time to determine if you are following the terms and conditions of this
Agreement. If you are not following the terms and conditions of this Agreement, we may,
in our sole discretion (i) require you to modify your site and/or Programs to comply with
this Agreement or (ii) terminate this Agreement.
Trademarks and Logos:
During the term of this Agreement, Orbitz grants to you a non-exclusive, nontransferable, terminable, worldwide right and license to (I) access our site through the
HTML links, subject to the terms of this Agreement and (ii) use our logo, trade names and
trademarks ("Orbitz Marks") provided to you by Orbitz solely in connection with your
display of such links. You will immediately remove the Orbitz Marks from your web site
and Programs upon termination of this Agreement. During the term of this Agreement, you
grant to Orbitz a non-exclusive, non-transferable, worldwide right and license to use
your logos, trade names, and trademarks ("your Marks") on the Orbitz Site in a listing of
Affiliates; provided that we shall not be required to include your Marks in any such
listing. We will remove your Marks from such listing upon termination of this Agreement.
All Orbitz Marks or other words or symbols identifying Orbitz and its services are and
will remain the exclusive property of Orbitz. You will not create, register, purchase, or
obtain, (or attempt to do any of the foregoing) directly or indirectly, any trademark,
service mark, trade name, company name, internet domain name, search engine listing,
directory listing, metatag, name that redirects traffic to your site, or other
proprietary or commercial right that is identical or confusingly similar (including
variations and misspellings) to the Orbitz Marks ("Similar Marks"). You acknowledge that
any such action would be made with the intent to confuse consumers as to the source,
location, and sponsorship of the Orbitz services, and will constitute infringement of the
Orbitz Marks. If you breach this section, we will have the right to immediately terminate
your participation in the Orbitz Affiliate Program and pursue all other remedies
available against you under contract and law.
Orbitz May Modify this Agreement:
We may modify the terms and conditions of this Agreement, at any time in our sole
discretion. You will be notified by email or posting of a change notice on the Orbitz
Affiliate Program Terms and Conditions within the Publisher Dashboard. Modifications may
include, but are not limited to, changes in the scope of commission fees, tracking
methodology, cookie length, payment procedures and the Orbitz Affiliate Program rules. IF
ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU MAY TERMINATE THIS AGREEMENT AS YOUR SOLE
RECOURSE. IF YOU CONTINUE TO PARTICPATE IN THE ORBITZ AFFILIATE PROGRAM FOLLOWING POSTING
OF A CHANGE NOTICE OR NEW AGREEMENT ON THE ORBITZ SITE, YOUR WILL BE DEEMED TO HAVE
ACCEPTED SUCH MODIFICATIONS.
TERM AND TERMINATION
Starting Date of this Agreement:
This Agreement will begin on the date we notify you of our acceptance of your Affiliate
Application, site and Programs.
Termination:
Either party may terminate this Agreement at any time, with our without cause, by
notifying the other party in writing by mail, email or fax.

What happens when the Agreement Terminates:
If this Agreement terminates because you have violated the terms of this Agreement, you
will not be eligible to receive any payments, including any payments earned prior to
termination. Upon termination for any reason, you shall immediately remove any Links from
your web site and Programs and all licenses granted hereunder shall terminate.
OWNERSHIP OF ORBITZ SITE AND USER INFORMATION
Orbitz Site:
Orbitz owns all intellectual property rights (including, without limitation, all
copyrights, patents, trademarks and trade secrets) in connection with and in all versions
of the Orbitz Site.
User Information:
You agree that customers who book from your web site or enter Programs through the Orbitz
Affiliate Program ("Users") will be considered customers of Orbitz, and Orbitz will own
all information generated by such Users. You agree that all Orbitz rules, policies and
operating procedures (including but not limited to policies relating to User personal
identification information, customer orders, customer service and ticket fulfillment)
will apply to such Users. Orbitz reserves the right to change such rules, policies and
operating procedures at any time.
TRANSACTION FEES
You are eligible to earn commissions on sales of airline tickets, car rentals, cruises,
hotel reservations, packages (which include Air/Hotel; Air/Hotel/Car; Hotel/Car; Air/Car;
Hotel-in-Air), or attractions and services for which a user follows a Link from your site
or Programs to Orbitz, and completes a booking. The Orbitz Affiliate Program will track
bookings from your site or Programs; only bookings that are tracked by the Orbitz
Affiliate Program Tracking System will be paid. Under the currently used technology,
Orbitz places a cookie on the customer’s computer as he/she is referred from your link to
the Orbitz website, to identify your website as the referring source. Commissions will be
paid for bookings occurring within 1 day (cookie length) from the User initially clicking
on the Link. Transactions will be credited to the last cookie placed. Orbitz will not pay
commissions for bookings involving fraudulent or other unauthorized activity or
transactions from any site or Program that were not specifically approved by Orbitz and
has the right to deny payment if it discovers such activity. Commissions for bookings
shall be calculated exclusive of any taxes and fees, promotional codes or loyalty
adjustments, or other discounts. You shall not be entitled to payment in the event that:
(i) a booking is offset, canceled, refunded, rebated, reduced or there is a similar
deduction or allowance made to the booking or Merchant has not received payment in full
from a customer (credit card authorization is pending, denied, disputed or otherwise);
(ii) a customer cannot be tracked through the Link, an error or omission exists due to
underlying data or to any intentional or inadvertent deletion or disablement by you of
any tracking code, technology, the Link or otherwise, or the customer does not complete
the transaction via the Link made available to you; or (iii) any payment to you is
returned as undeliverable. In the event that Orbitz has submitted to you any payment to
which you are not entitled, you agree to provide a full and prompt refund to Orbitz.
Payment:
Each payment submitted to you hereunder shall be based upon a report setting forth, in
reasonable detail, the number of each qualifying booking, if any, completed during the
prior month. If you dispute the content of any report provided hereunder, you shall
notify Orbitz, in writing, within five (5) days following the end of such disputed month,
after which time such report, and any payment related thereto, shall be deemed final and
correct and uncontestable. Any dispute between Orbitz and you regarding such report shall
be investigated and resolved by and between Orbitz and you.
PROMOTIONAL OFFERS
From time to time, Orbitz shall make available to you, at Orbitz’s sole discretion, a
unique promotion code or coupon to be offered exclusively to your members (the “Offer”).

The Offer will come with offer-specific terms and conditions (the “Offer Terms and
Conditions”). You represent and warrant that you will provide the Offer Terms and
Conditions within one click of the Offer. At any time upon notice to you, Orbitz may, in
its sole discretion, (i) change the Offer, including replace the unique promotional code
or coupon, (ii) establish a cap on the number of times a unique promotional code or
coupon may be used, and (iii) change the Offer Terms and Conditions. Orbitz shall pay
you only on the final amount of a booking, after all Offers and other discounts have been
applied and reserves the right to adjust commissions payable to you on any bookings with
an associated promotion code or coupon. Further, Orbitz reserves the right to withhold
all commission amounts for bookings tied to promotion codes or coupons that have not been
approved for distribution via the affiliate channel, including but not limited to
promotion codes that use “TRAVEL” or “CTX” as part of its identifier Orbitz shall own all
rights, title and interest to the Offer and Offer Terms and Conditions. You shall not
edit, change or alter the Offer or Offer Terms and Conditions in any manner without
Orbitz’s prior written approval. The licenses and restrictions to the Orbitz Marks in
this Agreement shall apply to the Offer and the Offer Terms and Conditions, provided that
such license to the Offer and the Offer Terms and Conditions shall terminate upon
termination of the Offer.
OTHER IMPORTANT TERMS
Confidentiality:
Except with the consent of the other party, each party agrees that all information
concerning the other party, including, without limitation, the terms of this Agreement,
business and financial information, customer and vendor lists, and pricing and sales
information, will remain confidential and will not be utilized, directly or indirectly,
by such party for any purpose except and to the extent (a) necessary to complete
obligations under this Agreement or (b) that any such information is known or available
to the public through a source or sources other than such party or any affiliate of such
party.
Disclaimer:
WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE ORBITZ SITE OR
ITS PERFORMANCE, AVAILABILITY OR FUNCTIONALITY. ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT FROM ORBITZ ARE
EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION OR WARRANTY
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.
Representations and Warranties:
You represent and warrant that a) you are not an Ineligible Party b) you are the sole and
exclusive owner of your Marks and have the right to grant to Orbitz the license to use
them as described in this Agreement c) your web site and Programs are in compliance with
all applicable laws and regulations and do not contain any material that is fraudulent,
defamatory or obscene d) you, if you are a company, are duly organized, validly existing
and in good standing, and are qualified and/or licensed to do business in all
jurisdictions to the extent necessary to carry out your obligations under this Agreement
e) your execution, delivery and performance of this Agreement will not violate or
constitute a default under any agreement to which you are a party f) you have the legal
capacity and power to execute, deliver and perform this Agreement g) this Agreement has
been duly and validly executed and delivered by you by clicking on the "I Accept" button
at the end of this Agreement and constitutes your legal, valid, and binding obligation,
enforceable against you in accordance with its terms h) you have the full right, power,
and authority to enter into and be bound by the terms and conditions of this Agreement
and to perform your obligations under this Agreement, without the approval or consent of
any other party i) you have sufficient right, title, and interest in and to your
materials to grant the rights granted to us in this Agreement j) there is no pending, or
to the best of your knowledge, threatened claim, action or proceeding against you, or any
affiliate of yours, with respect to your execution, delivery or performance of this
Agreement, or with respect to the materials you will deliver under this Agreement, and,
to the best of your knowledge, there is no basis for any such claim, action or

proceeding, and (k) you do not have any past, or existing claims against Orbitz. These
representations and warranties survive termination or expiration of this Agreement.
Limitations of Liability:
WE WILL NOT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES WITH RESPECT TO ANY SUBJECT MATTER
OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL
OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY
DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED
PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT,
IN NO EVENT WILL ORBITZ'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS
AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL
OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES ACTUALLY PAID TO YOU UNDER THIS
AGREEMENT.
Indemnification:
You agree to indemnify, defend and hold harmless Orbitz and its employees,
representatives, agents and corporate affiliates (each, an "Indemnified Party"), against
any and all claims, suits, actions, or other proceedings brought against the Indemnified
Party based on or arising from any claim (i) that the use of any material provided by you
infringes on any copyright, patent, trademark, trade secret or any other intellectual
property or other right of any third party, (ii) resulting from your breach of this
Agreement, or (iii) related to your web site or Programs, including, without limitation,
content therein not attributable to us. You will pay any and all costs, damages, and
expenses, including, but not limited to, reasonable attorneys' fees and costs awarded
against or otherwise incurred by the Indemnified Party in connection with or arising from
any such claim, suit, action, or proceeding.
Miscellaneous:
a)Each party will at all times be deemed to be an independent contractor with respect to
the subject matter of this Agreement, and nothing contained in this Agreement will be
deemed or construed in any manner as creating any partnership, joint venture, employment,
agency, fiduciary or other similar relationship b)You may not assign your rights or
obligations under this Agreement to any party c)You understand that we may at any time,
directly or indirectly, engage in similar arrangements on terms that may differ from
those contained in this Agreement, or we may operate web sites that are similar to or
compete with your web site and Programs d)You have independently evaluated this Agreement
and are not relying on any representation, guarantee, or statement from us or anyone
else, other than as expressly set forth in this Agreement e)THIS AGREEMENT WILL BE
GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT
REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. YOU CONSENT TO THE EXCLUSIVE
JURISDICTION IN THE STATE AND/OR FEDERAL COURTS LOCATED IN COOK COUNTY, ILLINOIS IN ANY
DISPUTE INVOLVING THIS AGREEMENT f) Except as otherwise permitted by this Agreement, no
amendment to this Agreement or waiver of any right or obligation created by this
Agreement will be effective unless it is in writing and signed by both you and us. Our
waiver of any breach or default will not constitute a waiver of any different or
subsequent breach or default g)This Agreement represents the entire agreement between
Orbitz and you and supersedes all prior agreements and communications we may have had
with respect to the subject matter hereof, oral or written h) Neither party will be
liable for failure to perform or delay in performing any obligation under this Agreement
if such failure or delay is due to fire, flood, earthquake, strike, war (declared or
undeclared), commercial impracticability, embargo, blockade, legal prohibition,
governmental action, riot, insurrection, damage, destruction or any other cause beyond
the reasonable control of such party i)If any provision of this Agreement is held to be
invalid, illegal or unenforceable for any reason, such invalidity, illegality or
unenforceability will not affect any other provisions of this Agreement, and this
Agreement will be construed as if such invalid, illegal or unenforceable provision had
never been contained herein j)The headings and titles contained in this Agreement are
included for convenience only, and will not limit or otherwise affect the terms of this
Agreement.

Exhibit A
ORBITZ SEARCH ENGINE KEYWORD LIST
Company shall (1) add the following lists of keyword terms to their NEGATIVE BROAD MATCH and
NEGATIVE EXACT MATCH lists for every search engine used (2) not bid on or purchase as a search
engine keyword any of Orbitz’s trademarks, any derivation or misspelling of Orbitz’s trademarks, or any
terms containing Orbitz’s trademarks, or (3) not use any “spyware” or any other service that misdirects
users from Orbitz.com, including without limitation the following:
orbitz

cheap tickets com

orbitzcom

cheap tickets.com

wwworbitzcom

cheap tickets;com

wwworbitz

cheapticketz

orbit

hotelclub

orbits

hotel club

obitz

hotelclub.com

orbiz

hotelclub.net

www.orbitz.com
orbitz.com

ratestogo

orbitz.com.

rates to go

orbit.com

rates2go
ratestogo.com

cheaptickets

ebookers

cheapticket

e bookers

wwwcheapticketscom

e-bookers

www cheaptickets com

ebookers.com

www cheaptickets.com
cheaptickets com

away

wwwcheaptickets

away.com

www.cheaptickets.com
cheaptickets.com

Lodging.com

cheap tickets

www.trip.com

www cheap tickets com