Linking, Content Licensing & Advertising Agreement

Exhibit 10.15



LINKING, CONTENT LICENSING AND ADVERTISING AGREEMENT







THIS LINKING, CONTENT LICENSING AND ADVERTISING AGREEMENT ("Agreement") is made this 8th day of April, 1998 ("Effective Date"), by and among JAMtv Corporation, a Delaware corporation with its principal offices at 640 North LaSalle Street, Suite 560, Chicago, Illinois 60610 ("Jam"), Straight Arrow Publishers, a New York partnership with its principal offices at 1290 Avenue of Americas, 2nd Floor, New York, New York 10104 ("Straight Arrow"), and CDnow, Inc., a Pennsylvania corporation, with its principal offices at Jenkins Court, Suite 300, 610 Old York Road, Jenkintown, Pennsylvania 19046 ("CDnow"); each a "party" and collectively the "parties."



CDnow sells a variety of entertainment products through a retail vending site on the Internet's World Wide Web at the Universal Resource Locator ("URL") of: www.cdnow.com (the "CDnow Site").



Straight Arrow owns and operates Rolling Stone magazine and owns certain content related thereto and the name, trademark and brand "Rolling Stone" (hereinafter collectively known as "RS").



Jam and Straight Arrow have entered into a legally binding agreement to form a joint venture arrangement for the Rolling Stone Network ("RSN") whereby Jam will operate RSN-branded Sites ("RSN Sites" is defined in Section 1 below), and Straight Arrow is providing the Straight Arrow Content to Jam for its exclusive use with the RSN Sites.



CDnow, Jam and Straight Arrow wish to enter into this Agreement whereby CDnow will be the exclusive Music Seller with a license to use, copy and display the Content and advertise and have links on the RSN Sites. Additionally, CDnow will purchase online advertising on the RSN Sites, radio air time from the radio airtime available through Jam and advertising space in RS print publications.



NOW THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:



1. DEFINITIONS Capitalized terms not otherwise defined in this Agreement will have the following meanings:



(a) "Above-the-Fold" means situated within the portion of a page that is designed to be visible on a standard computer screen with a resolution of 640 pixels by 480 pixels without requiring the user to scroll horizontally or vertically through the page.





[Confidential treatment requested for redacted portions of document] "Agreement" is defined in the first paragraph of the preamble to this Agreement.



(c) "[XXX]" and "[XXX] Agreement" are defined in Section 2(b)(ii)(A) of this Agreement.



(d) "[XXX] Content" is defined in Section 2(e) of this Agreement.



(e) "Carry-Through Bar" means a bar, which, when clicked, links an RSN user back to the RSN Site from the Co-branded Pages.



(f) "CDnow is defined in the first paragraph of the preamble to this Agreement.



(g) "CDnow Link" means any form of link that contains a CDnow designed and/or approved proprietary feature, is located on a page on an RSN Site and takes an RSN user to a Co-branded Page. CDnow will provide screen shot mockups of the Co-branded Pages as set forth in Exhibit C to this Agreement.



(h) "CDnow Site" is defined in the second paragraph of the preamble to this Agreement.



(i) "Co-branded Page" means a page residing on CDnow's servers that a visitor from RSN's Site will link to, which displays certain proprietary features of both RSN and CDnow, and where such visitor can purchase CDnow products. A Co-branded Page can only be viewed by a visitor who links to it directly from RSN's Site or through a stored URL (e.g. bookmark or similar technological storage mechanism).



(j) "Competitive Marketing" is any advertising, promotion, sponsorship, link or displayed message (not provided or sponsored by CDnow) that [XXX].



(k) "Confidential Information" is defined in Section 15(a) of this Agreement.



(l) "Content" means, collectively, the Straight Arrow Content (as defined in Section 1(aa) below) and the Jam Content (as defined in Section 1(p) below).



(m) "Content Indices" is defined in Section 2(c)(i) of this Agreement.







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(n) "Effective Date" is defined in the first paragraph of the preamble to this Agreement.



(o) "Entity" means any natural person, partnership, corporation, or division, subsidiary or business unit thereof, retail site, Internet site, World Wide Web site or other form of business organization.



(p) "Exclusive [XXX] Content" means, as of the Effective Date, the following content provided to [XXX] under the [XXX] Agreement: (i) "Interactive Cover Story" consisting of a supplemental story or supplemental content (e.g., a brief synopsis, additional content or pictures, or sound or video clips related to the cover story) to RS's current cover story; (ii) certain elements of the Rolling Stone Photo Gallery;" (iii) certain elements of the "Rewind" section' and (iv) the "Read Me Now" section, featuring a welcome screen, letters to RS, sections allowing members to write letters to RS and to participate or vote in RS polls, contests and online programs, previews of forthcoming features in the RS area within the [XXX] proprietary online service and other special features such as offerings, contests and quizzes.



(q) "Finder's Fee Advance" is defined in Section 6(c)(i) of this Agreement.



(r) "Jam" is defined in the first paragraph of the preamble to this Agreement.



(s) "Jam Content" means all existing and future digitized and non-digitized articles, reviews, digital or transcribed interviews, video and audio libraries, photographs, books and any other content which Jam has created, published or produced, or which Jam has access to through a licensing arrangement with any other Entity, provided Jam has the right to license or sublicense the foregoing.



(t) "Launch Event" is defined in Article 5 of this Agreement.



(u) "Marks" means a party's names, brand names, logos, trademarks, tradenames, servicemarks and other proprietary indicia



(v) "Music Seller" means any Entity, which sells pre-recorded music or enables a person to purchase pre-recorded music online through the Internet, the World Wide Web or any other open or proprietary online service.



(w) "New Customer" is defined in Section 6(c)(i) of this Agreement.



(x) In this Agreement, "party" and "parties" are defined in the first paragraph of the preamble.





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(y) "RS" is defined in the third paragraph of the preamble to this Agreement.



(z) "RSN" is defined in the fourth paragraph of the preamble to this Agreement.



(aa) "RSN Sites" means collectively, all Jam Sites, all RSN Sites and all Sites operated by Jam for Straight Arrow.



(ab) "Site" means a site on the Internet, the World Wide Web or on any open or proprietary online service.



(ac) "Straight Arrow" is defined in the first paragraph of the preamble to this Agreement.



(ad) "Straight Arrow Content" means the content specified in Exhibit B - "Rolling Stone Content" to this Agreement



(ae) "Straight Arrow/Jam Exclusive License Agreement" is defined in Section 2(d) of this Agreement.



(af) "Term" is defined in Article 12 of this Agreement.



(ag) "URL" is defined in the second paragraph of the preamble to this Agreement.



2. CONTENT.



(A) LICENSE.



(i) Subject to the terms of this Agreement, JAM hereby grants to CDnow

during the Term a worldwide license to access, use, copy, modify and

reformat for display purposes and display the Content solely on CDnow's

Site or its servers. By way of example, and not limitation, permitted uses

includes digitizing non-digitized content.



(ii) CDnow will: (A) use [XXX] from each Content article, review or

the like without the prior consent of Jam; (B) provide a textual link-back

to the RSN Sites as part of such usage, [XXX] and (C) not distribute the

Content to any third party, except as permitted under an agreement mutually

acceptable to the parties.



(iii) For Content requested by CDnow where Jam or Straight Arrow do

not have the requisite rights to provide CDnow with such Content for its

use pursuant to this







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Agreement, Jam and Straight Arrow will use their respective best efforts to

assist CDnow in obtaining such rights, provided CDnow shall bear all costs

or expenses in connection therewith.



(B) EXCLUSIVITY AND LIMITATIONS ON EXCLUSIVITY.



(i) Exclusivity. During the Term and except as set forth in Section

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2(b)(ii) below, Jam and Straight Arrow represent and warrant that CDnow

will be the exclusive Music Seller anywhere in the world that is permitted

to access, use, copy, modify and reformat for display purposes and display

the Content on any Site.



(ii) Limitations on Exclusivity.

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(A) [XXX]



(B) [XXX]







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(C) [XXX]



(C) ACCESS TO AND DELIVERY OF CONTENT.



(i) Content Indices. Within forty-eight hours of the Effective Date

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and continuing throughout the Term, Jam will make available to CDnow, and

upon CDnow's request, reasonably provide access to CDnow, any and all

indices in any form of the Content (the "Content Indices"). During the

Term, as updated new Content Indices become available, Jam will immediately

provide access to such updated or new Content Indices to CDnow.



(ii) Content Delivery. Within three (3) business days of each receipt

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of a request from CDnow, Jam will deliver to CDnow the Content requested.

If the Content is available in digitized form, Jam will deliver it in such

form to CDnow in a manner mutually agreeable to the parties. If the

Content is not available in digitized form, then Jam will deliver it in the

best form in which it is available, and, at CDnow's discretion, (A)

promptly (but in no event more than three (3) business days after receipt

of a request) digitize the requested Content, which digitized Content shall

be deemed to also be part of the Content, in a form mutually agreeable to

the parties; or (B) CDnow may have a third party digitize the Content for

CDnow, at no expense to Jam, and CDnow will provide a copy of all such

digitized material to Jam, at no cost. CDnow and Jam agree to reasonably

cooperate in fulfilling CDnow's requests for Content.



(iii) Access to the Jam and Straight Arrow Libraries. At CDnow's

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request at any time and from time to time, Jam will make available a

librarian knowledgeable in the Content and the structure of the Jam and

Straight Arrow Content libraries in the possession





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of Straight Arrow or Jam (as the case may be), and such librarian will

assist CDnow in accessing, digitizing and delivering the Content. CDnow

will pay a reasonable hourly rate for such librarian's time devoted to

assisting CDnow, which rate CDnow and Jam will mutually agree upon based on

good faith and diligent negotiations.



(D) OTHER REPRESENTATIONS AND WARRANTIES OF JAM. Jam represents and warrants that as of the Effective Date and continuing throughout the Term: (i) the Content available to CDnow under this Agreement is all of the Content owned or licensed by Jam from Straight Arrow; (ii) except for the exclusivity limitations set forth in Section 2(b)(ii) above, Jam has an exclusive, worldwide license with Straight Arrow for use of all of the Straight Arrow Content in connection with the RSN Sites, which is stated as such in the exclusive license agreement entered in by and between Jam and Straight Arrow, dated as of _______ (the "Straight Arrow/Jam Exclusive License Agreement"), and Straight Arrow has expressly consented to Jam sub-licensing the Straight Arrow Content to CDnow so that Jam can fulfill its obligations under this Agreement, and CDnow can access and use the Content as set forth in this Agreement; (iii) the Straight Arrow Content has not been altered, redacted or modified in any manner from the original substance provided to Jam from Straight Arrow; (iv) except as set forth in Section 3(a)(ii)(B) below, Jam will not operate any Sites anywhere in the world (other than the RSN Sites) independently of or in conjunction with Straight Arrow that contains the Content in whole or in part and any Competitive Marketing; and (v) Jam shall license and deliver to CDnow the [XXX] Content, subject to and consistent with the terms and conditions of this Agreement.



(E) OTHER REPRESENTATIONS AND WARRANTIES OF STRAIGHT ARROW. Straight Arrow represents and warrants that as of the Effective Date and continuing throughout the Term: (i) the Straight Arrow Content licensed to Jam under the Straight Arrow/Jam Exclusive License Agreement is all of the Straight Arrow Content owned or licensed by Straight Arrow; (ii) except for the exclusivity limitations set forth in Section 2(b)(ii) above, Jam has an exclusive, worldwide license with Straight Arrow for use of all of the Straight Arrow Content in connection with the RSN Sites, which is stated as such in the Straight Arrow/Jam Exclusive License Agreement, and Straight Arrow has expressly consented to Jam sub- licensing the Straight Arrow Content to CDnow so that Jam can fulfill its obligations under this Agreement, and CDnow can access and use the Straight Arrow Content as set forth in this Agreement; (iii) except for the exclusivity limitations set forth in Section 2(b)(ii) above, Straight Arrow has not licensed the Straight Arrow Content, in whole or in part, to any third party for use online or on any Site; (iv) during the Term, Straight Arrow will not operate, independently of or in conjunction with Jam, any Sites (other than the RSN Sites) that contain the Content in whole or in part and any Competitive Marketing; and (v) any and all Content (other than the Exclusive [XXX] Content) made available or delivered to [XXX] or any third party under or pursuant to the [XXX] Agreement ("[XXX] Content"), shall also be licensed and delivered to Jam pursuant to the Straight Arrow/Jam Exclusive License Agreement, and Jam is permitted to license and deliver to CDnow the [XXX] Content subject to and consistent with the terms of this Agreement.





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(F) REPRESENTATIONS AND WARRANTIES OF CDNOW. CDnow acknowledges that the Straight Arrow Content is the valuable intellectual property of Straight Arrow and the Jam Content is the valuable intellectual property of Jam, and CDnow agrees that it shall not use or modify any of the Content, except as otherwise permitted under this Agreement or as otherwise permitted by Jam or Straight Arrow in their reasonable business judgment or, if applicable, by Straight Arrow in its discretion as set forth in Section 8 of Exhibit B to this Agreement.



3. RSN SITES.



(A) EXCLUSIVITY AND LIMITATIONS ON EXCLUSIVITY.



(i) Exclusivity. Except as set forth in Section 3(a)(ii) below,

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(1) Jam represents and warrants that CDnow will be the exclusive

Music Seller throughout the world that can sell recorded music

through, and place advertising, promotions, buttons, banners or other

forms of links for the sale of recorded music on, the RSN Sites.



(2) Jam will use its best efforts to encourage [XXX].



(3) If Jam, Straight Arrow or a third party wishes to sell one or

more recorded music products on the RSN Sites that are not offered by

CDnow, Jam shall give CDnow a right of first refusal to offer such

products. If CDnow, within twenty (20) days of being provided such

offer by Jam, determines not to offer such products, then Jam may

permit such third party to offer such products for sale on the RSN

Sites; provided that if and when CDnow offers such products, Jam shall

terminate such third party's right to offer such products for sale on

the RSN Sites as soon as practicably feasible, and, thereafter, CDnow

shall be the exclusive Music Seller with the right to offer such

products on the RSN Sites.



(ii) Limitations on Exclusivity.

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(A) This terms of Section 3(a) shall not apply to: [XXX]





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(B) [XXX]



(B) DELIVERY AND PLACEMENT OF CDNOW LINKS. During the Term, Jam shall place the CDnow Links on the RSN Sites in accordance with the requirements set forth in this Section 3(b).



(i) Jam shall place the CDnow Links on the pages on the RSN Sites, and

all existing and future equivalents, extensions or replacements of such

pages on the RSN Sites, in accordance with the specifications set forth in

Exhibit C to this Agreement. Unless





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otherwise specified in this Section 3(b), during the Term, the CDnow Links shall be permanent and non-rotating.



(ii) On Jam's Sites, Jam shall place [XXX].



(iii) On the RSN Sites, Jam shall place [XXX].



(iv) Jam agrees that CDnow may vary the elements of the CDnow Links no

less than [XXX] per month, upon five (5) business days notice.



(v) Prior to implementing any modifications to the CDnow Links not

requested by CDnow, Jam will obtain the written consent of CDnow, which

consent shall not be unreasonably withheld.





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(C) MINIMUM CDNOW LINK GUARANTEES. During the Term, Jam and RSN will deliver to users of the RSN Sites a minimum of [XXX] CDnow Links on pages on the RSN Sites in ...