Operating Agreement

This Operating Agreement the ("Agreement") is between (the "Affiliate) and Restaurant.com, Inc. (the "Company") and contains the complete terms and conditions that apply to the Affiliate's participation in the Restaurant.com Affiliate Program (the "Program"). By participating in the Program, the Affiliate agrees to be bound by the terms and conditions of this Agreement.

1. Description of the Program

If the Affiliate's application is accepted by the Company, the Affiliate will be able to participate as an affiliate ("Affiliate") of the Program. As an Affiliate, the Affiliate will be permitted to establish links from the Affiliate's Web site ("The Affiliate's Site") to the Company's Web sites at the locations designated by the Company ("The Company's Sites"). The Affiliates Site and the contractual requirements contained within this Agreement include any e-mail sent to any person or company. The Company will provide the Affiliate with the appropriate URL(s) once the Affiliate's application has been accepted by the Company. By establishing links from The Affiliate's Site to The Company's Sites, the Affiliate will have the opportunity to earn commissions on the sales of gift certificates by Restaurant.com when consumers follow the links from The Affiliate's Site to The Company's Sites and purchase The Company's Products.

2. Applying to Become an Affiliate in the Program

To become an Affiliate in the Program, the Affiliate must submit a complete Program application via this site. The Company will evaluate the Affiliate's application and will notify the Affiliate of the Company's acceptance or rejection of The Affiliate's Site as an Affiliate. The Company may reject the Affiliate's application if the Company determines (in the Company's sole discretion) that The Affiliate's Site is unsuitable for the Program for any reason (including without limitation, because The Affiliate's Site contains material that is violent, threatening, harmful, obscene, pornographic, unlawful, discriminatory, defamatory, infringing, harassing, offensive or otherwise objectionable or inappropriate). Acceptance of this Agreement is a representation and guarantee by the Affiliate that The Affiliate's Site does not contain the above referenced material. If the Company rejects the Affiliate's application, the Affiliate is welcome to reapply to the Program at any time. The Affiliate should understand that even if the Company accepts the Affiliate's application, the Company may later determine (in the Company's sole discretion) that The Affiliate's Site is unsuitable, in which case the Company may terminate this Agreement.

3. Establishing Links from The Affiliate's Site to The Company's Sites

Once the Affiliate has been notified that The Affiliate's Site has been accepted into the Program, the Affiliate may begin establishing links from The Affiliate's Site to The Company's Sites as described in this paragraph. The Affiliate may select one or more of The Company's Promotional Materials to feature on The Affiliate's Site. The Affiliate may change the selection of The Company's Promotional Materials featured on The Affiliate's Site at any time without the Company's approval. For each of The Company's Links selected by the Affiliate, the Affiliate will display on The Affiliate's Site the text, graphics, images, logos and other elements designated by the Company to be used in promoting The Company's Products. For each of The Company's Promotional Materials selected by the Affiliate, the Affiliate will provide a link directly from the promotion on The Affiliate's Site to the ordering page of The Company's Sites using the URL(s) designated by the Company.

The Affiliate will be responsible for the maintenance and placement of The Company's Promotional Materials on The Affiliate's Site. The Affiliate may not alter, modify or change in any way The Company's Promotional Materials without the Company's prior written approval, and the Affiliate will be responsible for any inaccuracies or other changes when posting The Company's Promotional Materials on The Affiliate's Site. The Company may modify The Company's Promotional Materials at any time in the Company's sole discretion, and the Affiliate will make any such modifications promptly upon the Company's request. The Affiliate agrees to immediately delete or remove The Company's Promotional Materials, along with any copies, from The Affiliate's Site (or any other media under the Affiliate's control) upon the Company's request or upon termination of this Agreement.

The Affiliate will be responsible for setting up the links connecting The Affiliate's Site to the ordering page of The Company's Sites at the URL(s) designated by the Company, and for ensuring that the links are in good and working order.

4. Earning Referral Fees for Qualifying Orders

The Company will pay the Affiliate referral fees ("Referral Fees") on the a Qualified Order of The Company's Product(s) to buyer if (a) the buyer clicks on a link from The Affiliate's Site and that immediately directs the buyer to the ordering page of The Company's Sites at the URL designated by the Company, and; (b) the Affiliate correctly use The Company's Promotional Materials as designated by the Company, and; (c) the Buyer purchases The Company's Product(s) using the ordering system on The Company's Sites. The Company will not pay Referral fees to the Affiliate when a buyer purchases one of The Company's Product(s) after entering one of The Company's Sites other than through a link from The Affiliate's Site to The Company's Sites(even if the consumer previously followed a link from The Affiliate's Site to The Company's Sites). The Company will not pay a Referral Fee if the order is not a Qualifying Order as described herein including a sale of The Company's Product(s) and the collection of the required funds. The Company reserves the right to chargeback to the Affiliate for any returns in accordance with the Company's Return Policy which is subject to change from time to time.

5. Amount of Referral Fees

The Company will pay the Affiliate Referral Fees on Qualifying Orders according to referral fee schedules to be established by the Company from time to time, which may differ for each of The Company's Sites. The Company will make the referral fee schedule available to the Affiliate upon the Affiliate's request. The Company's current fee schedule is as follows:

• For each Qualifying Order for a Restaurant.com Gift Certificate, the Company will pay the Affiliate $1.50 USD

6. Payment of Referral Fees

The Company will pay the Affiliate the Referral Fees on a monthly basis. Approximately thirty (30) days following the end of each month ("Payment Period"), the Company will send the Affiliate a check for the Referral Fees earned by the Affiliate on Qualifying Orders made during the previous calendar month (less any taxes that the Company is required by law to withhold). However, the Company reserve the right to withhold any monthly payment that, in the aggregate, amounts to less than the Payment Threshold set forth below ("Payment Threshold"), and to continue withholding any monthly payments until the aggregate amount reaches the applicable Payment Threshold or this Agreement terminates (whichever is earlier). As soon as the payment threshold is met, the payment will be rendered on the next available Payment Period for accrued payment credits as well as any additional Referral Fees earned during the remaining time in said Payment Period. The Payment Threshold is as follows:

• $200.00

The Company will be responsible for tracking Qualifying Orders made through links from The Affiliate's Site to The Company's Sites. The Company will use commercially reasonable efforts to make reports summarizing this activity available to the Affiliate. The method of delivery, form, content and frequency of these reports may vary from time to time at the Company's discretion. The Company may provide the Affiliate online access to these reports by designating a URL and assigning the Affiliate a password. The Company's records will be the determinative evidence of the Qualifying Orders that entitle the Affiliate to the Referral Fees. These reports will be updated periodically.

7. Order Processing

The Company will be responsible for processing and fulfilling all orders for The Company's Products placed by customers who follow links from The Affiliate's Site to The Company's Sites as described in this Agreement (including without limitation, processing payments, delivering The Company's Products, cancellations and returns, and handling customer service). The Company reserves the right to reject orders that do not comply with requirements that the Company may establish from time to time.

8. Policies, Procedures and Pricing of The Company's Products

Consumers who buy The Company's Products through this Program (regardless of whether the purchase is made through a link on The Affiliate's Site to The Company's Sites or directly through The Company's Sites) will be deemed to be the Company's customers. Accordingly, the Company's rules, policies and operating procedures concerning customer orders, customer service, and products sales will apply to these customers. The Company may change the Company's rules, policies and operating procedures at any time. For example, the Company retains sole discretion over the selection of The Company's Products that are to be sold as part of this Program and may modify this selection at any time at the Company's sole discretion. As another example, the Company retains sole discretion over the prices to be charged for The Company's Products that are to be sold as part of this Program in accordance with the Company's own pricing policies and may modify the pricing at any time at the Company's sole discretion. The Affiliate may not offer any discounts, rebates or premiums that would change the prices of The Company's Products as designated by the Company. The prices and availability of The Company's Products may vary from time to time, and the Company does not guarantee the prices or availability of any of The Company's Products.

9. Public Statements

The Affiliate agrees that the Company may identify the Affiliate or The Affiliate's Site as an Affiliate of the Program as long as the Affiliate participates in the Program. The Company may make this identification orally, in writing or electronically, including without limitation, in press releases, public announcements and promotional materials publicizing, advertising or promoting the Program.

The Affiliate may not issue any press release or public announcement, distribute any marketing or promotional materials or otherwise make any public communications regarding this Agreement or the Affiliate's participation in the Program without the Company's prior written consent or except as expressly permitted in Section 9 of this Agreement.

10. Limited License

The Company grants the Affiliate a limited, nonexclusive, nontransferable, revocable right during the term of this Agreement to use (a) the graphic image and phrase identified in Section 9 solely for purposes of identifying The Affiliate's Site as an Affiliate of the Program in accordance with Section 9, (b) The Company's Promotional Materials described in Section 3 solely for purposes of establishing links between The Affiliate's Site and The Company's Sites in accordance with Section 3, and (c) any other proprietary materials for which the Company grant the Affiliate express permission in writing solely for purposes of the Affiliate's participation in the Program in accordance with the terms of such writing (collectively, "The Company's Proprietary Materials"). The Affiliate may not alter, modify or change any of The Company's Proprietary Materials in any way. The Company reserves all of the Company's rights (including without limitation, the Company's copyright, trademark, patent or other intellectual property rights) in all of The Company's Proprietary Materials. The Company may revoke the Affiliate's license at any time by giving the Affiliate written notice. Notice via e-mail will be considered adequate notice.

11. Responsibility for The Affiliate's Site

The Affiliate will be solely responsible for the development, operation and maintenance of The Affiliate's Site and all materials that appear on The Affiliate's Site (including without limitation, the technical operation of The Affiliate's Site and all related equipment used to operate The Affiliate's Site; creating, posting and maintaining the links from The Affiliate's Site to The Company's Sites; the accuracy and appropriateness of materials posted on The Affiliate's Site (e.g., The Company's Promotional Materials); ensuring that materials posted on The Affiliate's Site do not violate or infringe upon the rights of any third party (e.g., copyrights, trademarks, patents, privacy, publicity or other personal or proprietary rights); ensuring that materials posted on The Affiliate's Site are not libelous or otherwise illegal).

The Company specifically disclaims all liability concerning The Affiliate's Site and all materials that appear on The Affiliate's Site. The Affiliate will indemnify and hold the Company (and the Company's affiliates, subsidiaries and parent company, and their directors, officers and employees) harmless from any and all claims, liabilities, damages, costs and expenses (including without limitation, attorneys' fees) relating to the development, operation, maintenance, use, and materials of The Affiliate's Site.

12. Term and Termination of the Agreement

The term of this Agreement will begin upon the Company's acceptance of the Affiliate's application to become an Affiliate of the Program and will end when terminated by either party. Either the Affiliate or the Company may terminate this Agreement at any time, with or without cause, for any reason, by giving the other party written notice of termination. Upon termination of this Agreement for any reason, the Affiliate will immediately cease any use of, and remove from The Affiliate's Site, all links to The Company's Sites and any of The Company's Proprietary Materials appearing on The Affiliate's Site, and the Affiliate will immediately destroy or return any of The Company's Proprietary Materials within the Affiliate's possession or control.

The Affiliate is only eligible to earn Referral Fees on Qualifying Orders that occur during the term of this Agreement, and Referral Fees earned through the effective date of termination will remain payable only if the applicable Qualifying Orders are neither canceled nor returned. The Company may withhold the Affiliate's final payment for a reasonable time to ensure that the Referral Fees the Company pay to the Affiliate exclude any canceled or returned Qualifying Orders.

13. Modifications to this Agreement

The Company may modify any of the terms and conditions of this Agreement, at any time and in the Company's sole discretion, by posting a change notice or a new agreement on The Company's Sites or by sending the Affiliate a written notice by email or other delivery. Modifications may include (but are not limited to) changes in the scope of available Referral Fees, the amount of the Referral Fees, the payment procedures, and rules of the Programs.

If any modification to this Agreement is unacceptable to the Affiliate, the Affiliate's only recourse is to terminate this Agreement. The Affiliate's continued participation in the Program following the Company's posting of a change notice or new agreement or the Company's written notice to the Affiliate will constitute the Affiliate's binding acceptance of the change.

14. Relationship of the Parties

The Affiliate and the Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. The Affiliate will have no authority to make or accept any offers or representations on the Company's behalf. The Affiliate will not make any statement, whether on The Affiliate's Site or otherwise, that reasonably would contradict anything in this Section.

15. DISCLAIMERS

THE COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM, ANY OF THE COMPANY'S PRODUCTS, OR ANY OF THE COMPANY'S SITES (INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE). IN ADDITION, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT THE OPERATION OF THE COMPANY'S SITES OR ORDERING PAGES WILL BE UNINTERRUPTED OR ERROR-FREE, AND THE COMPANY WILL NOT LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

16. LIMITATION OF LIABILITY

THE COMPANY WILL NOT LIABLE TO THE AFFILIATE OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, FOR ANY LOSS OF PROFITS, REVENUE, DATA OR SERVICES, ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, THE COMPANY'S PRODUCTS OR THE COMPANY'S SITES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER THE COMPANY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. FURTHER, THE COMPANY'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT, THE PROGRAM, THE COMPANY'S PRODUCTS OR THE COMPANY'S SITES WILL IN NO EVENT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO THE AFFILIATE UNDER THIS AGREEMENT.

17. Governing Law and Jurisdiction

This Agreement will be governed by the laws of the State of New York, 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 New York, New York, and the Affiliate irrevocably consents to the jurisdiction of such courts.

18. Assignment

The Affiliate may not assign this Agreement, by operation of law or otherwise, without the Company's prior written consent, and any attempted assignment in violation of this Agreement shall be null and void. 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.

19. Waiver

The Company's failure to enforce any provision of this Agreement will not constitute a waiver of the Company's right to subsequently enforce such provision or any other provision of this Agreement.

20. Entire Agreement

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous written or oral agreements or representations between the parties. This Agreement may only be modified by a written instrument signed by both parties.

I understand and agree that if I am under 13 years of age, I CANNOT participate in this affiliate marketing program. If I am between 13 and 18 years of age, I certify that my parent(s) or legal guardian(s) has read this agreement.