{"id":42501,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/linking-content-licensing-and-advertising-agreement-jamtv.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"linking-content-licensing-and-advertising-agreement-jamtv","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/linking-content-licensing-and-advertising-agreement-jamtv.html","title":{"rendered":"Linking, Content Licensing and Advertising Agreement &#8211; JAMtv Corp., Straight Arrow Publishers and CDnow Inc."},"content":{"rendered":"<pre>\n             LINKING, CONTENT LICENSING AND ADVERTISING AGREEMENT\n\n\n\nTHIS LINKING, CONTENT LICENSING AND ADVERTISING AGREEMENT ('Agreement') is made\nthis 8th day of April, 1998 ('Effective Date'), by and among JAMtv Corporation,\na Delaware corporation with its principal offices at 640 North LaSalle Street,\nSuite 560, Chicago, Illinois 60610 ('Jam'), Straight Arrow Publishers, a New\nYork partnership with its principal offices at 1290 Avenue of Americas, 2nd\nFloor, New York, New York 10104 ('Straight Arrow'), and CDnow, Inc., a\nPennsylvania corporation, with its principal offices at Jenkins Court, Suite\n300, 610 Old York Road, Jenkintown, Pennsylvania 19046 ('CDnow'); each a 'party'\nand collectively the 'parties.'\n\nCDnow sells a variety of entertainment products through a retail vending site on\nthe Internet's World Wide Web at the Universal Resource Locator ('URL') of:\nwww.cdnow.com (the 'CDnow Site').\n\nStraight Arrow owns and operates Rolling Stone magazine and owns certain content\nrelated thereto and the name, trademark and brand 'Rolling Stone' (hereinafter\ncollectively known as 'RS').\n\nJam and Straight Arrow have entered into a legally binding agreement to form a\njoint venture arrangement for the Rolling Stone Network ('RSN') whereby Jam will\noperate RSN-branded Sites ('RSN Sites' is defined in Section 1 below), and\nStraight Arrow is providing the Straight Arrow Content to Jam for its exclusive\nuse with the RSN Sites.\n\nCDnow, Jam and Straight Arrow wish to enter into this Agreement whereby CDnow\nwill be the exclusive Music Seller with a license to use, copy and display the\nContent and advertise and have links on the RSN Sites.  Additionally, CDnow will\npurchase online advertising on the RSN Sites, radio air time from the radio\nairtime available through Jam and advertising space in RS print publications.\n\nNOW THEREFORE, in consideration of the mutual promises contained herein and for\nother good and valuable consideration, the receipt and sufficiency of which is\nhereby acknowledged, and intending to be legally bound, the parties hereby agree\nas follows:\n\n1.   DEFINITIONS Capitalized terms not otherwise defined in this Agreement will\nhave the following meanings:\n\n     (a) 'Above-the-Fold' means situated within the portion of a page that is\ndesigned to be visible on a standard computer screen with a resolution of 640\npixels by 480 pixels without requiring the user to scroll horizontally or\nvertically through the page.\n\n                                       1\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n'Agreement' is defined in the first paragraph of the preamble to this Agreement.\n\n     (c) '[XXX]' and '[XXX] Agreement' are defined in Section 2(b)(ii)(A) of\nthis Agreement.\n\n     (d) '[XXX] Content' is defined in Section 2(e) of this Agreement.\n\n     (e) 'Carry-Through Bar' means a bar, which, when clicked, links an RSN user\nback to the RSN Site from the Co-branded Pages.\n\n     (f) 'CDnow is defined in the first paragraph of the preamble to this\nAgreement.\n\n     (g) 'CDnow Link' means any form of link that contains a CDnow designed\nand\/or approved proprietary feature, is located on a page on an RSN Site and\ntakes an RSN user to a Co-branded Page.  CDnow will provide screen shot mockups\nof the Co-branded Pages as set forth in Exhibit C to this Agreement.\n\n     (h) 'CDnow Site' is defined in the second paragraph of the preamble to this\nAgreement.\n\n     (i) 'Co-branded Page' means a page residing on CDnow's servers that a\nvisitor from RSN's Site will link to, which displays certain proprietary\nfeatures of both RSN and CDnow, and where such visitor can purchase CDnow\nproducts.  A Co-branded Page can only be viewed by a visitor who links to it\ndirectly from RSN's Site or through a stored URL (e.g. bookmark or similar\ntechnological storage mechanism).\n\n     (j) 'Competitive Marketing' is any advertising, promotion, sponsorship,\nlink or displayed message (not provided or sponsored by CDnow) that [XXX].\n\n     (k) 'Confidential Information' is defined in Section 15(a) of this\nAgreement.\n\n     (l) 'Content' means, collectively, the Straight Arrow Content (as defined\nin Section 1(aa) below) and the Jam Content (as defined in Section 1(p) below).\n\n     (m) 'Content Indices' is defined in Section 2(c)(i) of this Agreement.\n\n\n                                       2\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n     (n) 'Effective Date' is defined in the first paragraph of the preamble to\nthis Agreement.\n\n     (o) 'Entity' means any natural person, partnership, corporation, or\ndivision, subsidiary or business unit thereof, retail site, Internet site, World\nWide Web site or other form of business organization.\n\n     (p) 'Exclusive [XXX] Content' means, as of the Effective Date, the\nfollowing content provided to [XXX] under the [XXX] Agreement: (i) 'Interactive\nCover Story' consisting of a supplemental story or supplemental content (e.g., a\nbrief synopsis, additional content or pictures, or sound or video clips related\nto the cover story) to RS's current cover story; (ii) certain elements of the\nRolling Stone Photo Gallery;' (iii) certain elements of the 'Rewind' section'\nand (iv) the 'Read Me Now' section, featuring a welcome screen, letters to RS,\nsections allowing members to write letters to RS and to participate or vote in\nRS polls, contests and online programs, previews of forthcoming features in the\nRS area within the [XXX] proprietary online service and other special features\nsuch as offerings, contests and quizzes.\n\n     (q) 'Finder's Fee Advance' is defined in Section 6(c)(i) of this Agreement.\n\n     (r) 'Jam' is defined in the first paragraph of the preamble to this\nAgreement.\n\n     (s) 'Jam Content' means all existing and future digitized and non-digitized\narticles, reviews, digital or transcribed interviews, video and audio libraries,\nphotographs, books and any other content which Jam has created, published or\nproduced, or which Jam has access to through a licensing arrangement with any\nother Entity, provided Jam has the right to license or sublicense the foregoing.\n\n     (t) 'Launch Event' is defined in Article 5 of this Agreement.\n\n     (u) 'Marks' means a party's names, brand names, logos, trademarks,\ntradenames, servicemarks and other proprietary indicia\n\n     (v) 'Music Seller' means any Entity, which sells pre-recorded music or\nenables a person to purchase pre-recorded music online through the Internet, the\nWorld Wide Web or any other open or proprietary online service.\n\n     (w) 'New Customer' is defined in Section 6(c)(i) of this Agreement.\n\n     (x) In this Agreement, 'party' and 'parties' are defined in the first\nparagraph of the preamble.\n\n                                       3\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n     (y) 'RS' is defined in the third paragraph of the preamble to this\nAgreement.\n\n     (z) 'RSN' is defined in the fourth paragraph of the preamble to this\nAgreement.\n\n     (aa) 'RSN Sites' means collectively, all Jam Sites, all RSN Sites and all\nSites operated by Jam for Straight Arrow.\n\n     (ab) 'Site' means a site on the Internet, the World Wide Web or on any open\nor proprietary online service.\n\n     (ac) 'Straight Arrow' is defined in the first paragraph of the preamble to\nthis Agreement.\n\n     (ad) 'Straight Arrow Content' means the content specified in Exhibit B -\n'Rolling Stone Content' to this Agreement\n\n     (ae) 'Straight Arrow\/Jam Exclusive License Agreement' is defined in Section\n2(d) of this Agreement.\n\n     (af) 'Term' is defined in Article 12 of this Agreement.\n\n     (ag) 'URL' is defined in the second paragraph of the preamble to this\nAgreement.\n\n2.   CONTENT.\n\n     (A)  LICENSE.\n\n          (i) Subject to the terms of this Agreement, JAM hereby grants to CDnow\n     during the Term a worldwide license to access, use, copy, modify and\n     reformat for display purposes and display the Content solely on CDnow's\n     Site or its servers.  By way of example, and not limitation, permitted uses\n     includes digitizing non-digitized content.\n\n          (ii) CDnow will: (A) use [XXX] from each Content article, review or\n     the like without the prior consent of Jam; (B) provide a textual link-back\n     to the RSN Sites as part of such usage, [XXX] and (C) not distribute the\n     Content to any third party, except as permitted under an agreement mutually\n     acceptable to the parties.\n\n          (iii)  For Content requested by CDnow where Jam or Straight Arrow do\n     not have the requisite rights to provide CDnow with such Content for its\n     use pursuant to this\n\n\n                                       4\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n     Agreement, Jam and Straight Arrow will use their respective best efforts to\n     assist CDnow in obtaining such rights, provided CDnow shall bear all costs\n     or expenses in connection therewith.\n\n     (B) EXCLUSIVITY AND LIMITATIONS ON EXCLUSIVITY.\n\n          (i) Exclusivity.  During the Term and except as set forth in Section\n              -----------                                                     \n     2(b)(ii) below, Jam and Straight Arrow represent and warrant that CDnow\n     will be the exclusive Music Seller anywhere in the world that is permitted\n     to access, use, copy, modify and reformat for display purposes and display\n     the Content on any Site.\n\n          (ii)  Limitations on Exclusivity.\n                -------------------------- \n\n               (A) [XXX]\n\n               (B) [XXX]\n\n\n                                       5\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n               (C) [XXX]\n\n     (C) ACCESS TO AND DELIVERY OF CONTENT.\n\n          (i) Content Indices.  Within forty-eight hours of the Effective Date\n              ---------------                                                 \n     and continuing throughout the Term, Jam will make available to CDnow, and\n     upon CDnow's request, reasonably provide access to CDnow, any and all\n     indices in any form of the Content (the 'Content Indices').  During the\n     Term, as updated new Content Indices become available, Jam will immediately\n     provide access to such updated or new Content Indices to CDnow.\n\n          (ii) Content Delivery.  Within three (3) business days of each receipt\n               ----------------                                                 \n     of a request from CDnow, Jam will deliver to CDnow the Content requested.\n     If the Content is available in digitized form, Jam will deliver it in such\n     form to CDnow in a manner mutually agreeable to the parties.  If the\n     Content is not available in digitized form, then Jam will deliver it in the\n     best form in which it is available, and, at CDnow's discretion, (A)\n     promptly (but in no event more than three (3) business days after receipt\n     of a request) digitize the requested Content, which digitized Content shall\n     be deemed to also be part of the Content, in a form mutually agreeable to\n     the parties; or (B) CDnow may have a third party digitize the Content for\n     CDnow, at no expense to Jam, and CDnow will provide a copy of all such\n     digitized material to Jam, at no cost.  CDnow and Jam agree to reasonably\n     cooperate in fulfilling CDnow's requests for Content.\n\n          (iii)  Access to the Jam and Straight Arrow Libraries.  At CDnow's\n                 ----------------------------------------------             \n     request at any time and from time to time, Jam will make available a\n     librarian knowledgeable in the Content and the structure of the Jam and\n     Straight Arrow Content libraries in the possession\n\n                                       6\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n     of Straight Arrow or Jam (as the case may be), and such librarian will\n     assist CDnow in accessing, digitizing and delivering the Content. CDnow\n     will pay a reasonable hourly rate for such librarian's time devoted to\n     assisting CDnow, which rate CDnow and Jam will mutually agree upon based on\n     good faith and diligent negotiations.\n\n     (D) OTHER REPRESENTATIONS AND WARRANTIES OF JAM.  Jam represents and\nwarrants that as of the Effective Date and continuing throughout the Term: (i)\nthe Content available to CDnow under this Agreement is all of the Content owned\nor licensed by Jam from Straight Arrow; (ii) except for the exclusivity\nlimitations set forth in Section 2(b)(ii) above, Jam has an exclusive, worldwide\nlicense with Straight Arrow for use of all of the Straight Arrow Content in\nconnection with the RSN Sites, which is stated as such in the exclusive license\nagreement entered in by and between Jam and Straight Arrow, dated as of _______\n(the 'Straight Arrow\/Jam Exclusive License Agreement'), and Straight Arrow has\nexpressly consented to Jam sub-licensing the Straight Arrow Content to CDnow so\nthat Jam can fulfill its obligations under this Agreement, and CDnow can access\nand use the Content as set forth in this Agreement; (iii) the Straight Arrow\nContent has not been altered, redacted or modified in any manner from the\noriginal substance provided to Jam from Straight Arrow; (iv) except as set forth\nin Section 3(a)(ii)(B) below, Jam will not operate any Sites anywhere in the\nworld (other than the RSN Sites) independently of or in conjunction with\nStraight Arrow that contains the Content in whole or in part and any Competitive\nMarketing; and (v) Jam shall license and deliver to CDnow the [XXX] Content,\nsubject to and consistent with the terms and conditions of this Agreement.\n\n     (E) OTHER REPRESENTATIONS AND WARRANTIES OF STRAIGHT ARROW.  Straight Arrow\nrepresents and warrants that as of the Effective Date and continuing throughout\nthe Term: (i) the Straight Arrow Content licensed to Jam under the Straight\nArrow\/Jam Exclusive License Agreement is all of the Straight Arrow Content owned\nor licensed by Straight Arrow; (ii) except for the exclusivity limitations set\nforth in Section 2(b)(ii) above, Jam has an exclusive, worldwide license with\nStraight Arrow for use of all of the Straight Arrow Content in connection with\nthe RSN Sites, which is stated as such in the Straight Arrow\/Jam Exclusive\nLicense Agreement, and Straight Arrow has expressly consented to Jam sub-\nlicensing the Straight Arrow Content to CDnow so that Jam can fulfill its\nobligations under this Agreement, and CDnow can access and use the Straight\nArrow Content as set forth in this Agreement; (iii) except for the exclusivity\nlimitations set forth in Section 2(b)(ii) above, Straight Arrow has not licensed\nthe Straight Arrow Content, in whole or in part, to any third party for use\nonline or on any Site; (iv) during the Term, Straight Arrow will not operate,\nindependently of or in conjunction with Jam, any Sites (other than the RSN\nSites) that contain the Content in whole or in part and any Competitive\nMarketing; and (v) any and all Content (other than the Exclusive [XXX] Content)\nmade available or delivered to [XXX] or any third party under or pursuant to the\n[XXX] Agreement ('[XXX] Content'), shall also be licensed and delivered to Jam\npursuant to the Straight Arrow\/Jam Exclusive License Agreement, and Jam is\npermitted to license and deliver to CDnow the [XXX] Content subject to and\nconsistent with the terms of this Agreement.\n\n                                       7\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n     (F) REPRESENTATIONS AND WARRANTIES OF CDNOW.  CDnow acknowledges that the\nStraight Arrow Content is the valuable intellectual property of Straight Arrow\nand the Jam Content is the valuable intellectual property of Jam, and CDnow\nagrees that it shall not use or modify any of the Content, except as otherwise\npermitted under this Agreement or as otherwise permitted by Jam or Straight\nArrow in their reasonable business judgment or, if applicable, by Straight Arrow\nin its discretion as set forth in Section 8 of Exhibit B to this Agreement.\n\n3.   RSN SITES.\n\n     (A) EXCLUSIVITY AND LIMITATIONS ON EXCLUSIVITY.\n\n          (i) Exclusivity.  Except as set forth in Section 3(a)(ii) below,\n              -----------                                                 \nduring the Term:\n\n               (1) Jam represents and warrants that CDnow will be the exclusive\n          Music Seller throughout the world that can sell recorded music\n          through, and place advertising, promotions, buttons, banners or other\n          forms of links for the sale of recorded music on, the RSN Sites.\n\n               (2) Jam will use its best efforts to encourage [XXX].\n\n               (3) If Jam, Straight Arrow or a third party wishes to sell one or\n          more recorded music products on the RSN Sites that are not offered by\n          CDnow, Jam shall give CDnow a right of first refusal to offer such\n          products.  If CDnow, within twenty (20) days of being provided such\n          offer by Jam, determines not to offer such products, then Jam may\n          permit such third party to offer such products for sale on the RSN\n          Sites; provided that if and when CDnow offers such products, Jam shall\n          terminate such third party's right to offer such products for sale on\n          the RSN Sites as soon as practicably feasible, and, thereafter, CDnow\n          shall be the exclusive Music Seller with the right to offer such\n          products on the RSN Sites.\n\n          (ii)  Limitations on Exclusivity.\n                -------------------------- \n\n               (A) This terms of Section 3(a) shall not apply to: [XXX]\n\n                                       8\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n               (B) [XXX]\n\n     (B) DELIVERY AND PLACEMENT OF CDNOW LINKS.   During the Term, Jam shall\nplace the CDnow Links on the RSN Sites in accordance with the requirements set\nforth in this Section 3(b).\n\n          (i) Jam shall place the CDnow Links on the pages on the RSN Sites, and\n     all existing and future equivalents, extensions or replacements of such\n     pages on the RSN Sites, in accordance with the specifications set forth in\n     Exhibit C to this Agreement.  Unless\n\n                                       9\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n     otherwise specified in this Section 3(b), during the Term, the CDnow Links \nshall be permanent and non-rotating.\n\n          (ii) On Jam's Sites, Jam shall place [XXX].\n\n          (iii)  On the RSN Sites, Jam shall place [XXX].\n\n          (iv) Jam agrees that CDnow may vary the elements of the CDnow Links no\n     less than [XXX] per month, upon five (5) business days notice.\n\n          (v) Prior to implementing any modifications to the CDnow Links not\n     requested by CDnow, Jam will obtain the written consent of CDnow, which\n     consent shall not be unreasonably withheld.\n\n                                      10\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n     (C) MINIMUM CDNOW LINK GUARANTEES.  During the Term, Jam and RSN will\ndeliver to users of the RSN Sites a minimum of [XXX] CDnow Links on pages\non the RSN Sites in accordance with the following schedule: (i) the first twelve\nmonths beginning on the date the CDnow Links are fully implemented and\noperational on the RSN Sites -- [XXX] CDnow Links; (ii) the twelve months\nfollowing the first twelve months -- [XXX] CDnow Links; and (iii) the\ntwelve months following the second twelve months -- [XXX] CDnow Links.\n\n     (D) CONTINUED DEVELOPMENT OF OTHER CDNOW LINK PLACEMENT OPPORTUNITIES.  The\nparties agree to work together during the Term in good faith to identify and\nimplement appropriate placement of the CDnow Links throughout the RSN Sites,\nincluding all necessary testing of the performance of such links.\n\n4.   BUSINESS DEVELOPMENT OPPORTUNITIES.\n\n     (A) Throughout the Term, the parties will mutually work together in good\nfaith to identify, create, develop and implement marketing and public relations\nopportunities for additional sales, advertising and promotion of CDnow on the\nRSN Sites and other Jam and Straight Arrow Sites and media properties, sale of\nRSN merchandise and co-branding of traffic flows between the Co-branded Pages,\nthe CDnow Site and the RSN Sites.\n\n     (B) Throughout the Term, the parties will mutually work together in good\nfaith to identify, create, develop and implement opportunities for CDnow to\ndistribute the Content to CDnow business partners.  CDnow will not distribute\nthe Content except as permitted under agreement mutually acceptable to the\nparties.\n\n     (C) Throughout the Term, Jam and Straight Arrow will, in good faith and\nwhere feasible, offer CDnow, and CDnow will, in good faith and where feasible\noffer Jam and Straight Arrow, the opportunity and right of first refusal to\nparticipate in other business relationships (similar to the business\nrelationships envisioned under this Agreement) Jam, Straight Arrow or CDnow (as\nthe case may be) have entered into or are considering entering into, and, upon\nreceipt of such offer by, and expression of interest from, a party, the parties\nagree to negotiate diligently and in good faith to develop a definitive\nagreement concerning each such opportunity.\n\n5.   LAUNCH EVENT.  During the Term, the parties will [XXX].\n\n                                      11\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n6.   PAYMENTS.  During the Term and in consideration of Jam and Straight Arrow\nfulfilling their respective obligations under this Agreement, CDnow will make\nthe payments to Jam and Straight Arrow (as appropriate) as set forth in Sections\n6(a) through (c) below:\n\n     (A) CONTENT LICENSE FEES. CDnow agrees to pay Jam (provided the Straight\nArrow\/Jam Exclusive License Agreement remains continually in effect during the\nTerm so that Jam can fulfill its obligations as stated hereunder) [XXX] for the\nexclusive right to use the Content during the term of this Agreement as set\nforth in Article 2 above. Payment will be made in the following manner: [XXX]\nupon execution of this Agreement, [XXX] ninety (90) days and one hundred and\neighty (180) days, respectively, after the Effective Date, and, thereafter,\ncommencing in the second year of the Term through the Term, equal quarterly\npayments of [XXX] within ten (10) days of the first day of each calendar quarter\nfor the upcoming quarter, provided the CDnow Links are continuously fully\nimplemented and operational on the RSN Sites.\n\n     (B) PRINT, BROADCAST AND WEBSITE ADVERTISING, PROMOTION AND LINKING FEES.\nCDnow agrees to purchase a total of [XXX] from (A) Jam in RSN Site advertising,\npromotions and links, (B) [XXX] from Straight Arrow, (C) [XXX] from Jam and (D)\npromotions in media properties controlled (currently and in the future) by\nStraight Arrow and\/or Jam or its radio affiliates, during the Term and as\nfollows:\n\n          (i) CDnow will allocate the print, broadcast and other promotional\n     advertising dollars as follows: (i) [XXX] and (ii) [XXX]. Jam will receive\n     a commission of [XXX], which amount shall be over and above the [XXX] in\n     advertising fees, and such commission shall be payable in equal\n     installments of [XXX] on the Effective Date, the first day of the second\n     year of the Term and the first day of the third year of the Term. Payment\n     for [XXX], including the appropriate pro rata portion of the [XXX], will be\n     made within thirty (30) days of the date on which such [XXX], as the case\n     may be.\n\n          (ii) CDnow will pay Jam [XXX] for delivery of the minimum number\n     of guaranteed CDnow Links on the RSN Sites pursuant to Article 3 of this\n     Agreement according to the payment schedule set forth in this Section\n     6(b)(ii).  Payments for delivery of CDnow Links shall be made quarterly\n     with the first payment due within thirty (30) days following the date on\n     which the parties mutually agree that the CDnow Links have been fully\n     implemented, are fully operational and are available to users on the RSN\n     Sites.  Payment for each subsequent quarter shall be made within thirty\n     (30) days following the end of the quarter.  [XXX]\n\n                                      12\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n          (iii)  Straight Arrow shall [XXX]. Jam shall use its best efforts to\nobtain [XXX].\n\n     (C)  NEW CUSTOMER FINDER'S FEE.\n\n          (i) CDnow agrees to pay Jam a one-time finder's fee of [XXX] for each\n     new customer acquired via a direct online link between CDnow's Site and any\n     of the RSN Sites, provided such New Customer makes a non-returned purchase\n     on CDnow's Site when first linking from a RSN Site to a Co-branded Page\n     ('New Customer'). For purposes of this Section 6(c), the same customer who\n     may repeatedly link to a Co-branded Page from the RSN Sites over any length\n     of time shall be considered a new customer only the first time the customer\n     links to a Co-branded Page from a RSN Site. CDnow will pay a [XXX] advance\n     on such fees of [XXX], amounting to a total of [XXX] (the 'Finder's Fee\n     Advance') during the term of this Agreement, and such quarterly advances\n     shall be due and payable within ten (10) days following the first day of\n     the quarter. Each New Customer shall result in a decrement of the\n     outstanding credit balance of the Finder's Fee Advance by [XXX], until such\n     balance shall equal [XXX], at which time, CDnow shall pay Jam [XXX] in cash\n     for each New Customer, with such payments due on a quarterly basis.\n\n          (ii) If, upon termination of this Agreement [XXX]\n\n                                      13\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n     (D) PAYMENT SUMMARY.  The following summarizes the payments terms set forth\nin Sections 6(a) through (c) above: [XXX]\n\n\n7.   AUDIT RIGHTS; REPORTING\n\n     (A) AUDIT RIGHTS; UNDER\/OVER PAYMENTS.  Each party shall maintain complete\nand accurate records in accordance with U.S. Generally Accepted Accounting\nPrinciples (GAAP) for all transactions which are the subject of this Agreement\nfor not less than (3) years after the last payment is due under this Agreement.\nA 'big six' independent accounting firm retained by a party (the auditing party)\nshall have access to such records of the other party (the audited party), upon\nreasonable notice, for the purposes of audit during normal business hours, for\nso long as such records are required to be maintained.  If such accounting firm\ndetermines that any additional payment is due the auditing party by the audited\nparty and such payment is not the subject of a good faith dispute between the\nparties, then the audited party shall promptly make payment of such amount plus\ninterest at a rate of six percent (6%) per annum to the auditing party.  If a\nparty overpays the other party, the party that has made such overpayment shall\nbe entitled to a credit against the next payment due to the other party in the\namount of the overpayment, unless such overpayment is the subject of a good\nfaith dispute between the parties or if no further payments are due under this\nAgreement, in which case, the party that has received the overpayment will\npromptly refund to the other party the amount of the overpayment.\n\n      (B) REPORTING.\n\n          (i) Within thirty (30) days after the end of each calendar month\n     during the Term, CDnow shall provide Jam with a report listing the number\n     of New Customers and the\n\n                                      14\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n     Finder's Fees due to Jam.  Such report is to be used by Jam solely to\n     track whether CDnow is fulfilling its obligations under this Agreement.\n\n          (ii) On the first business day of each week during the Term, Jam will\n     provide CDnow with a weekly report of CDnow Links delivered to users of\n     RSN's Site during the immediately preceding week in a form and via media\n     mutually agreeable to the parties.\n\n          (iii)  During the Term, each of Jam and Straight Arrow will provide\n     CDnow with monthly reports of total [XXX] promotions delivered by each\n     party in a form and via a method mutually acceptable to CDnow and Jam or\n     Straight Arrow (as the case may be). Such reports are to be used by CDnow\n     solely to track whether Jam and Straight Arrow are fulfilling their\n     obligations under this Agreement.\n\n8.   FRAMING AND RETURN LINKS.  During the Term and thereafter, Jam shall not\nframe in any manner the CDnow Site or any Co-branded Pages or pages from the\nCDnow Site.  When an RSN user clicks on a button, banner or any other form of\nlink to a Co-branded Page, such user shall be transferred directly to the Co-\nbranded Page without such framing.  CDnow shall place a Carry-Through Bar on the\nCo-branded Pages that will provide a user that has linked to a Co-branded Page\nfrom a RSN Site with an opportunity to return to the RSN Site.  CDnow and Jam\nshall mutually agree upon the overall design of the Carry-Through Bar within the\nspecifications provided by CDnow in the Carry-Through Bar Specifications,\nattached hereto as Exhibit A to this Agreement.\n\n9.   FULFILLMENT.  During the Term and thereafter, CDnow shall have the sole\nright and responsibility for processing all orders through every aspect of a\ntransaction, including receiving, filling, shipping and handling, collecting\npayment, tracking and transaction security. All orders for CDnow's products\nshall be placed by customers directly with CDnow and shall be subject to\nacceptance by CDnow.  All orders accepted shall be subject to the terms and\nconditions of CDnow's then current terms and conditions of sale.  Such terms may\nbe changed at any time, without notice to Jam, RSN or its customers.  CDnow\nshall have no obligation to ship any orders unless payment in full is received\nin advance.  Prices for the products shall be set solely by CDnow.  CDnow\nreserves the right to change its prices at any time, without notice to Jam, RSN\nor its customers.\n\n10.  STAFFING.  During the Term, each party agrees to provide staffing\nsufficient for such party to meet its obligations under this Agreement in a\ntimely manner.  Further, each party shall appoint a relationship manager who\nshall have responsibility for managing the day-to-day activities of the party\nunder this Agreement.\n\n11.  LICENSE; OWNERSHIP.\n\n                                      15\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n     (a) License to the 'Rolling Stone' Brand Name and Straight Arrow Marks.\n         ------------------------------------------------------------------  \nStraight Arrow hereby grants to CDnow, during the Term, a limited, worldwide,\nnon-transferable license to use the 'Rolling Stone' brand name and other\nStraight Arrow Marks (as authorized by Straight Arrow from time to time) as\nreasonably necessary for CDnow to exercise its rights, promote and sell its\nproducts and fulfill its obligations under this Agreement. CDnow shall be the\nexclusive Music Seller licensed to use the Rolling Stone brand name in\nconnection with online sales, except for sales by third parties licensed to sell\nmusic compilations under the Rolling Stone brand name and except as otherwise\nlicensed to [XXX] under the [XXX] Agreement. Straight Arrow shall have the right\nto approve all initial uses of the 'Rolling Stone' brand name, which approval\nshall not be unreasonably withheld or delayed.\n\n     (b) License Between Jam and CDnow for Use of Marks.  CDnow hereby grants to\n         ----------------------------------------------                         \nJam, during the Term, a limited, non-exclusive, non-transferable license to use\nCDnow's Marks (as authorized by CDnow from time to time) solely as reasonably\nnecessary for Jam to perform its obligations under this Agreement.  Jam hereby\ngrants to CDnow, during the Term, a limited, non-exclusive, non-transferable\nlicense to use Jam's Marks (as authorized by Jam from time to time) solely as\nreasonably necessary for CDnow to perform its obligations under this Agreement.\nEach of CDnow and Jam shall have the right to approve all initial uses of its\nMarks by the other party, which approval shall not be unreasonably withheld or\ndelayed.\n\n     (c) Each party owns and shall retain all right, title and interest in its\nMarks and other intellectual property.  No party shall copy, distribute,\nreproduce or use the other party's Marks or other intellectual property, except\nas expressly permitted under this Agreement.\n\n     (d) No party shall at any time contest, impair or disparage in any manner,\nor assist another party or any third party in contesting, impairing or\ndisparaging in any manner, either directly or indirectly, another party's (the\nowning party's) Marks or its ownership rights in its Marks.  Any and all\ngoodwill arising from the use by a party of another party's Marks shall inure\nsolely to the benefit of the owning party, and each party hereby expressly\nacknowledges the other party's superior rights therein.\n\n12.  TERM AND TERMINATION.\n\n     (A)  TERM AND RENEWAL.\n\n          (i) Term.  The term of this Agreement shall commence upon the\n              ----                                                     \n     Effective Date and shall continue for three (3) years thereafter (the\n     'Term') unless previously terminated as set forth below.  The Term shall\n     include any renewal terms (as discussed in Section 12(a)(ii) below).\n\n                                      16\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n          (ii) Renewals; Right-of-First-Negotiation.\n               ------------------------------------ \n\n               (A) If CDnow desires to renew this Agreement, then CDnow shall\n          notify Jam and Straight Arrow of its intention to renew not less than\n          seventy-five (75) days prior to the expiration of the Term, and,\n          beginning not less than sixty (60) days prior to the expiration of the\n          Term, Jam and Straight Arrow agree to diligently and in good faith\n          negotiate with CDnow to determine reasonable terms and conditions for\n          renewal of this Agreement and extension of the Term prior to the end\n          of the Term. If the parties are not able to conclude such negotiations\n          within thirty (30) days of their start, then Jam or Straight Arrow\n          shall be free to initiate negotiations with any third party.\n\n               (B) Except as set forth in Section 12(a)(ii )(A) above, Straight\n          Arrow and Jam shall not negotiate with any third party while the\n          Agreement is in effect and while any such negotiations are in\n          progress.\n\n               (C) If the Straight Arrow\/Jam Exclusive License Agreement is\n          terminated at any time during the Term or while CDnow is negotiating a\n          renewal of the Term, then CDnow shall have the right of first\n          negotiation to use the Straight Arrow Content (similar to the license\n          set forth in Article 2 above) directly with Straight Arrow, and\n          Straight Arrow will diligently and in good faith negotiate such\n          license for a reasonable period of time.\n\n     (B)  TERMINATION FOR CAUSE.\n\n          (i) If a party becomes insolvent, files a petition in bankruptcy,\n          makes an assignment for the benefit of its creditors or dissolves or\n          ceases to do business, any of the other parties may terminate the\n          party's rights and obligations under this Agreement (except for the\n          obligations applicable to the party specified in Section 12(e) below).\n          The occurrence of a party becoming insolvent, filing a petition in\n          bankruptcy, making an assignment for the benefit of creditors or\n          otherwise being no longer able to fully perform its obligations under\n          this Agreement and thereby terminating or having terminated its rights\n          and obligations under this Agreement will not cause this Agreement to\n          be terminated with respect to the remaining parties. Notwithstanding\n          the foregoing, such termination shall not relieve the terminated party\n          from liability for the performance of its obligations prior to such\n          termination, and termination by a party shall be in addition to all\n          other rights and remedies the terminating parties may have available\n          to them under this Agreement or at law or in equity.\n\n                                      17\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n          (ii) If a party materially breaches any of the terms of this\n          Agreement, any other party may terminate the breaching party's rights\n          and obligations under this Agreement (except for the obligations\n          applicable to the party specified in Section 12(e) below) thirty (30)\n          days after written notice to the party of such party's breach of such\n          terms, which breach is not remedied within such 30-day period to the\n          reasonable satisfaction of the non-breaching parties.  Notwithstanding\n          the foregoing, such termination shall not relieve the terminated party\n          in breach from liability for the performance of its obligations prior\n          to such termination, and termination by a party shall be in addition\n          to all other rights and remedies the terminating parties may have\n          available to them under this Agreement or at law or in equity.\n\n     (C) TERMINATION FOR BREACH OF EXCLUSIVITY.  CDnow may terminate this\nAgreement immediately upon providing written notice of termination to Jam and\nStraight Arrow in the event that Jam or Straight Arrow breaches any of the\nexclusivity provisions or their respective representations and warranties set\nforth in this Agreement.\n\n     (D) TERMINATION AS A RESULT OF TERMINATION OF THE STRAIGHT ARROW\/JAM\nEXCLUSIVE LICENSE AGREEMENT.  If the Straight Arrow\/Jam Exclusive License\nAgreement is terminated or modified (such that Jam cannot fulfill its\nobligations to CDnow under this Agreement) at any time during the Term, then\nCDnow shall have the right to immediately terminate this Agreement, receive a\npro rata refund of all outstanding, unearned advance payments made in advance to\nJam, and the provisions of Section 12(a)(ii)(C) shall apply.\n\n     (E) EFFECTS OF TERMINATION.  Upon the termination or expiration of this\nAgreement, each party will immediately cease any and all existing, and not make\nany future, use of the other party's name, brand names, Marks and other\nproprietary indicia, and CDnow shall cease all use of the Content, and each\nparty shall certify the same (as applicable) in writing to the other party.\n\n     (F) SURVIVAL.  Paragraphs 1, 7(a), 11(c), 11(d), 14 (for any actions that\narose during the term of the Agreement), 15 and 16 shall survive termination of\nthis Agreement.\n\n13.  GENERAL REPRESENTATIONS.\n\n     (a) Each party represents and warrants that it has, and will retain during\nthe Term, all necessary rights, title and authority to enter into and fulfill\nits obligations under this Agreement, to grant the other party the rights and\nlicenses herein granted and to perform all of its obligations under this\nAgreement.\n\n     (b) Each party represents and warrants that as of the Effective Date and\ncontinuing throughout the Term (i) there are no restrictions, agreements or\nunderstandings whatsoever to which\n\n                                      18\n\n     [Confidential treatment requested for redacted portions of document]\n\n \nthe representing party is a party that would prevent or make unlawful its\nexecution of this Agreement or its engagement hereunder; and (ii) that its\nexecution of this Agreement and its engagement hereunder shall not constitute\na breach of any contract, agreement or understanding, oral or written, to\nwhich it is a party or by which it is bound.\n\n     (c) CDnow represents and warrants that to the best of its knowledge any\ncontent provided by CDnow and displayed on CDnow's Site during the Term does not\nconstitute defamation or invasion of the right of privacy or publicity, or\ninfringement of the copyrights, Marks or other intellectual property rights, of\nany third party.  This representation and warranty shall specifically not apply\nto content provided by visitors to CDnow's Site such as visitors who use chat\nrooms, bulletin boards, or other forums, which allow visitors to display\nmaterial that is not within the control of CDnow.\n\n     (d) Jam represents and warrants that to the best of its knowledge any\nContent provided by Jam to CDnow during the Term under this Agreement does not\nconstitute defamation or invasion of the right of privacy or publicity, or\ninfringement of the copyrights, Marks or other intellectual property rights, of\nany third party.\n\n14.  INDEMNIFICATION.\n\n     (A) CDNOW INDEMNIFICATION.  CDnow shall indemnify, defend and hold harmless\neach of Jam and Straight Arrow and their respective affiliates, directors,\nofficers, employees and agents, against any and all claims, actions,\nliabilities, losses, and expenses (including reasonable attorneys' fees) brought\nby a third party relating to or arising out of any claim that any content\nprovided by CDnow and displayed on the Co-branded Pages or the RSN Sites during\nthe Term constitutes a defamation or invasion of the right of privacy or\npublicity, or infringement of the Marks, copyrights, or other intellectual\nproperty rights, of any third party.  This indemnity shall specifically not\napply to content provided by visitors to CDnow's Site who use CDnow's chat\nrooms, bulletin boards, or other forums which allow visitors to display material\nthat is not within the control of CDnow.\n\n     (B) JAM INDEMNIFICATION.  Jam shall indemnify, defend and hold harmless\nCDnow and its respective affiliates, directors, officers, employees and agents,\nagainst any and all claims, actions, liabilities, losses, and expenses\n(including reasonable attorneys' fees) brought by a third party relating to or\narising out of any claim that any content provided by Jam that is displayed on\nthe Co-branded Pages, CDnow's Site or the RSN Sites during the Term constitutes\na defamation or invasion of the right of privacy or publicity, or infringement\nof the copyrights, Marks or other intellectual property rights, of any third\nparty.\n\n     (C) DUTIES OF THE INDEMNIFYING PARTY.  The indemnified party shall promptly\nprovide the indemnifying party with written notice of any claim, which the\nindemnified party believes falls\n\n                                      19\n\n     [Confidential treatment requested for redacted portions of document]\n\n \nwithin the scope of this Article 14; provided, however, that, except to the\nextent the indemnifying party is actually prejudiced by the indemnified\nparty's failure to provide such prompt notice, such failure to provide prompt\nnotice hereunder shall not limit the indemnified party's rights under this\nArticle 14.  The indemnifying party shall have the right to control the\ndefense and, if applicable settlement of such claim; provided that in defending\nor settling such claim the indemnifying party shall not prejudice the rights\nof or disclose the Confidential Information of the indemnified party, without\nthe prior written consent of the indemnified party. The indemnified party may,\nat its own expense, assist in the defense of any such claim if it so chooses,\nprovided that the indemnifying party shall control such defense and all\nnegotiations relative to the settlement of any such claim.\n\n15.  CONFIDENTIALITY; PUBLIC RELATIONS.\n\n     (A) PROTECTION OF CONFIDENTIAL INFORMATION.  Each party agrees that the\nConfidential Information of the other parties will be held in confidence to the\nsame extent and the same manner as each party protects its own Confidential\nInformation, but each party agrees that in no event will less than reasonable\ncare be used.  Each party shall, however, be permitted to disclose relevant\naspects of such Confidential Information to its officers, employees and\nconsultants on a need-to-know basis for the purpose of such party's performance\nof its obligations under this Agreement, provided such persons agree to protect\nthe other parties' Confidential Information to the same extent as required under\nthis Agreement.  Each party agrees to use all reasonable steps to ensure that\nthe other parties' Confidential Information received under this Agreement is not\ndisclosed in violation of this Section 15(a).  For purposes of this Agreement,\n'Confidential Information' means the terms of this Agreement, except as\notherwise specifically provided in this Agreement; each parties' trade secrets,\nfinancial information, processes, formulas, specifications, programs,\ninstructions, source code, technical know-how, methods and procedures for\noperation, benchmark test results, information about employees, customers,\nmarketing strategies, services, business or technical plans and proposals, in\nany form; and any other information relating to either party that is not\ngenerally known to the public at large.\n\n     (B) EXCLUSIONS FROM CONFIDENTIAL INFORMATION.  Confidential Information\nshall not include information that (i) is or becomes generally known or\navailable to the public at large through no negligent act or omission of either\nparty; (ii) can be demonstrated to have been available lawfully to either party\nprior to the disclosure or had thereafter been furnished to either party without\nrestrictions to disclosure or use; or (iii) can be demonstrated to be\nindependently developed by the recipient of Confidential Information without use\nof such Confidential Information and such independent development is proven on\nthe basis of either party's records related to such development.\n\n     (C) REGULATORY DISCLOSURES.  Each party agrees that it shall not be deemed\na breach of this Agreement for any other party to disclose the terms and\nconditions of this Agreement in any required regulatory filing with the\nSecurities &amp; Exchange Commission, a national stock exchange\n\n                                      20\n\n     [Confidential treatment requested for redacted portions of document]\n\n \nor the NASDAQ, which the other party, in good faith, determines is required,\nprovided the other party seeks confidential treatment of the material financial\nterms and conditions of this Agreement.\n\n     (D) PUBLICITY.  No party will make any announcements or statements to the\npublic or create any written materials concerning the relationship between them\nwithout the prior written consent of the other parties, which consent is not to\nbe unreasonably withheld or delayed.  The parties agree to issue a joint press\nrelease within five (5) business days of the Effective Date in a form and\ncontaining language reasonably acceptable to both parties.\n\n16.  MISCELLANEOUS.\n\n     (A) INDULGENCES, ETC.  Neither the failure nor any delay on the part of any\nparty to exercise any right, remedy, power or privilege under this Agreement\nshall operate as a waiver thereof, nor shall any single or partial exercise of\nany right, remedy, power or privilege preclude any other or further exercise of\nthe same or of any other right, remedy, power or privilege, nor shall any waiver\nof any right, remedy, power or privilege with respect to any occurrence be\nconstrued as a waiver of such right, remedy, power or privilege with respect to\nany other occurrence or as a waiver of any other right, remedy, power or\nprivilege.\n\n     (B) CONTROLLING LAW.  This Agreement and all questions relating to its\nvalidity, interpretation, performance and enforcement, shall be governed by and\nconstrued in accordance with the laws of the Commonwealth of Pennsylvania, other\nthan conflicting choice-of-law provisions.\n\n\n                                      21\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n     (C) NOTICES.  All notices, requests, demands, and other communications\nrequired or permitted under this Agreement and the transactions contemplated\nherein shall be in writing and shall be deemed to have been duly given, made and\nreceived when delivered against receipt when sent by United States certified\nmail, return receipt requested, postage prepaid, or reputable overnight courier,\naddressed as set forth below:\n\n       (i)  If to CDnow:\n \n               CDnow, Inc.\n               Jenkins Court, Suite 300\n               610 Old York Road\n               Jenkintown, PA  19046\n               Attn: General Counsel\n\n       (ii) If to JAMtv:                       (iii) If to Straight Arrow:\n\n            JAMtv Corporation                        Straight Arrow Publishers\n            640 North LaSalle Street, Suite 560      1290 Avenue of the Americas\n            Chicago, Illinois 60610                  2nd Floor\n            Attn: Howard Tullman                     New York, New York 10104\n                                                     Attn: John Lagana\n\n          In addition, notice by mail shall be by air mail if posted outside of\nthe continental United States.  Any party may change the address to which\ncommunications or copies are to be sent by giving notice of such change of\naddress in the manner set forth herein.\n\n     (D) PROVISIONS SEPARABLE.  The provisions of this Agreement are independent\nof and separable from each other, and no provision shall be affected or rendered\ninvalid or unenforceable by virtue of the fact that for any reason any other or\nothers of them may be invalid or unenforceable in whole or in part.\n\n     (E) ENTIRE AGREEMENT The terms and conditions of this Agreement and any and\nall Exhibits attached hereto represent the entire understanding between the\nparties with respect to the subject matter hereof, and supersede all prior and\ncontemporaneous agreements and understandings, inducements or conditions,\nexpress or implied, oral or written.  The express terms hereof control and\nsupersede any course of performance and\/or usage of trade inconsistent with any\nof the terms hereof. This Agreement may not be modified or amended other than by\nan agreement in writing signed by both parties.\n\n\n                                      22\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n     (F) PARAGRAPH HEADINGS.  The paragraph headings in this Agreement are for\nconvenience only; they form no part of this Agreement and shall not affect its\ninterpretation.\n\n     (G) TELEFAXES CONSTITUTE VALID DOCUMENTS.  This Agreement and subsequent\nmodifications may be transmitted by telecopy facsimile machine and such\nfacsimile copy shall be deemed an original if all pages thereof are initialed\nand the Agreement or modifications are signed by the duly authorized\nrepresentative of the parties.  Such facsimiles shall constitute valid, binding\ndocuments and shall be regarded as such upon receipt.  The original of the\ndocument sent by telefax shall be promptly sent within seventy-two (72) hours by\novernight courier to the receiving party so that accurate files may be\nmaintained.  Failure to send timely any original document shall not affect the\nvalidity or binding nature of such document.\n\n     (H) FORCE MAJEURE.  No party shall be held to be in breach of this\nAgreement by reason of any failure or delay in its performance hereunder if such\nfailure is due to causes beyond its reasonable control, including but not\nlimited to, acts of the other party, acts of God, delays in transportation,\ninability beyond its reasonable control to obtain necessary labor or materials,\nor events such as fires, floods, earthquakes, storms, war, act of public enemy,\ncivil commotions and the like or by any law, rule, regulation, order or other\naction by any public authority.  To the extent failure to perform is caused by\nsuch an event, such party shall be excused from performance hereunder so long as\nsuch event continues to prevent such performance, and provided the non-\nperforming party takes all reasonable steps to resume full performance.\n\n     (I) INDEPENDENT CONTRACTORS.  Each party shall act as an independent\ncontractor and shall have no authority to obligate or bind the other parties in\nany respect.  No employee of a party shall represent himself or herself to be an\nemployee of any other party.\n\n     (J) COMPLIANCE WITH LAWS.  Each party shall comply with all federal, state\nand local laws, licensing regulations and rulings of governmental bodies having\njurisdiction over its business. Nothing in this Agreement shall be construed to\nrequire either party to perform any act in violation of any laws, regulations or\nrulings.\n\n     (K) DISCLAIMER OF WARRANTY.  EXCEPT AS OTHERWISE PROVIDED FOR IN THIS\nAGREEMENT, CDNOW'S SITE, THE RSN SITES AND THE CO-BRANDED PAGES ARE PROVIDED ON\nAN 'AS IS' BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,\nINCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF\nMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES\nWHICH ARE IMPLIED BY OR INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION\nUNDER THE LAWS APPLICABLE TO THIS AGREEMENT.\n\n\n                                      23\n\n     [Confidential treatment requested for redacted portions of document]\n\n \nLIMITATIONS OF LIABILITY.\n\n          (i) IN NO EVENT SHALL ANY PARTY HERETO BE LIABLE FOR ANY INDIRECT,\n     SPECIAL, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OF ANY NATURE\n     UNDER THIS AGREEMENT WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT OR\n     INDEMNITY, EVEN IF THE PARTY IS INFORMED OF THE POSSIBILITY OF SUCH\n     DAMAGES, UNLESS SUCH DAMAGES ARE DUE TO SUCH PARTY'S GROSS NEGLIGENCE OR\n     WILLFUL MISCONDUCT.\n\n          (ii) AS BETWEEN CDNOW AND JAM, CDNOW AGREES THAT JAM SHALL NOT BE\n     LIABLE TO CDNOW FOR CLAIMS ARISING SOLELY AS A RESULT OF A BREACH BY\n     STRAIGHT ARROW OF ANY OF ITS REPRESENTATIONS, WARRANTIES OR OBLIGATIONS\n     HEREUNDER. AS BETWEEN CDNOW AND STRAIGHT ARROW, STRAIGHT ARROW SHALL NOT BE\n     LIABLE TO CDNOW FOR CLAIMS ARISING SOLELY AS A RESULT OF A BREACH BY JAM OF\n     ANY OF ITS REPRESENTATIONS, WARRANTIES OR OBLIGATIONS HEREUNDER.\n\n     (M) BINDING NATURE OF AGREEMENT.  This Agreement shall be binding upon the\nparties hereto and their respective heirs, executors, successors and assigns.\nNeither party may, without the prior written consent of the other party, assign\nor transfer this Agreement or any obligation incurred hereunder.  Any attempt to\ndo so in contravention of this Section 16(m) shall be void and of no force and\neffect.\n\n     (N) TIMELY PERFORMANCE.  Each party acknowledges that in the performance of\nthis Agreement, time shall be considered of the essence.\n\n                           [Signatures on next page.]\n\n\n                                      24\n\n     [Confidential treatment requested for redacted portions of document]\n\n \nIN WITNESS WHEREOF, the parties' duly authorized representatives have executed\nthis Agreement as of the day and year first above written.\n\nCDNOW, INC.                         STRAIGHT ARROW PUBLISHERS\n                                      (A NEW YORK PARTNERSHIP)\n\n\nBy:\/s\/ Jason Olim                        By: \/s\/ John M. Lagana\n\nName: Jason Olim                         Name: John M. Lagana\n\nDate: April 8, 1998                      Date: April 9, 1998\n\n\n\nJAMTV CORPORATION\n\n\n\nBy: \/s\/ Howard Tullman\n\nName: Howard Tullman\n\nDate: April 8, 1998\n\n\n                                      25\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n                                   EXHIBIT A\n                 CARRY-THROUGH BAR SPECIFICATIONS AS OF 4\/15\/97\n\nSIZE\n\nTotal Carry-through Bar Size: 468(w) x 25(h) pixels as of April 1, 1997 all\nCarry-through Bar sizes must be 468(w) x 25(h) to comply with the Internet\nAdvertising Bureau's (IAB) banner standards.\n\nLive area for Partner Logo:   360(w) x 24(h) pixels\n\nCOLOR\n\nBar is black at all times.\n\nOnly partner logos\/icons can be as many colors as desired with a black\nbackground 'Return to...' copy is mandatory and must be set up as white\nHelvetica Neue Black 10pt type, centered and 5 pixels in from the left-hand side\nof the first black bar\n\nWe recommend all copy to be white\n\nTo pick up a template go to http:\/\/cdnow.com\/cobrand_template\n\nFORMAT\n\nMust be saved in a GIF file format\n\nPLACEMENT\n\nCarry-through bar is placed on the top and bottom of each CDnow page. Only those\npeople who visit CDnow from your site will see the Carry-through bar\n\nURL\/ADDRESS\n\nPartners have the option of 1 to 3 links on their Carry-through bar-- The URLs\nwill be provided by the partner\n\nIf more than one link is desired, the bar must consist of multiple gif images\nthat reference previous Carry-through bar specifications. When using multiple\ngif images keep two pixels between each bar. No image maps are permitted. Please\nsee the following page for more examples of possible banner solutions.\n\n\n                                       1\n\n     [Confidential treatment requested for redacted portions of document]\n\n \nSOURCE CODE\n\nCDnow will provide the partner with a from equals (from=) tag. This tag allows\nus to identify customers coming from the Partners site to CDnow.\n\nTIMING\n\nCDnow requires a minimum of five business days from when we receive the Carry-\nthrough bar to implement it on our site.\n\n\nCARRY-THROUGH BAR SAMPLES\n\n[Graphics intentionally omitted.]\n\n\n                                       2\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n                       EXHIBIT B - ROLLING STONE CONTENT\n\n     The Rolling Stone Content shall include the following [XXX]\n\n                                       1\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n     or which Straight Arrow has access to through a licensing arrangement with\n     any other Entity, in the possession and control of Straight Arrow, Wenner\n     Media and\/or Rolling Stone magazine, which may be used to create new and\/or\n     supplementary or re-purposed audio\/visual and multimedia material for the\n     Rolling Stone Network, all to be provided in Straight Arrow's discretion.\n\n                                      2\n\n     [Confidential treatment requested for redacted portions of document]\n\n \n  EXHIBIT C - MOCKUPS GUIDELINES FOR PLACEMENT OF CDNOW LINKS ON THE RSN SITES\n\n                        [graphics intentionally omitted]\n\n\n                                       1\n\n     [Confidential treatment requested for redacted portions of document]\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7037],"corporate_contracts_industries":[9497],"corporate_contracts_types":[9613,9619],"class_list":["post-42501","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cdnow-inc","corporate_contracts_industries-retail__electronics","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42501","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42501"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42501"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42501"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42501"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}