This Agreement ("Agreement") contains the complete terms and conditions that apply to an individual's or entity's participation in the MusicSpace.com Affiliate Program (the "Program"), and the establishment of links from your Web site to the MusicSpace.com Web site. When your application in connection with the Program is accepted, this document will constitute a legally binding agreement between Razor & Tie Direct, L.L.C. ("we", "us" or "ours") and the applicant ("you" or "your"). The Program is administered through the LinkShare Corporation ("LinkShare"), operators of the "LinkShare Network".

BY CLICKING ON THE "SIGN UP NOW" BUTTON AT THE END OF THIS AGREEMENT, YOU CONFIRM THAT YOU HAVE THOROUGHLY READ AND UNDERSTAND ALL OF ITS CONTENTS AND AGREE THAT YOU WILL BE LEGALLY BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.

1. Affiliate Program Enrollment

1.1. To begin the enrollment process, you will submit a complete Affiliate Program Application via our Web site or through the LinkShare Network. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine, in our sole discretion, that your Web site is unsuitable for the Affiliate Program for any reason, including, but not limited to:

• Inclusion of content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable;
• Your Web site is based outside of the United States of America, United States territories and/or Canada;
• Your Web site misrepresents itself as a MusicSpace Web site by using the "look and feel" or text from our Web site;
• Launching of viruses, worms, harmful code, Trojan horses, spyware, adware or other similar devices on the internet;
• Promotion of illegal activity or violates applicable law;
• Infringement or otherwise violating any copyright, patent, trademark, service mark, trade name or other intellectual property rights of any third party; and/or
• Containing links or affiliates with a Web site or organization that violates the above criteria.

If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if you are accepted to the Affiliate Program and your Web site is thereafter determined to be unsuitable based on our criteria of the Program, we may terminate this Agreement at anytime. We may rely upon the information you supply in the Affiliate Program Application as accurate and complete. If any term or condition contained in the Affiliate Program Application conflicts with the terms of this Agreement, the terms of this Agreement shall govern.

2. Affiliate Partner's Responsibilities

2.1. Approved Links

If you qualify and agree to participate in our program, we will make available to you, via LinkShare.com, a variety of graphic and textual links (each of these links provided by us via the LinkShare network, and displayed in a manner that is approved by us are referred to herein as "Approved Links" or, individually as a "Approved Link") which, subject to the terms and conditions hereof, you will display as often and in as many areas on your Web site as you see fit and with our consent. The Approved Links will serve to identify your Web site as a member of the MusicSpace.com Affiliate Program and will establish a link from your Web site to ours. In utilizing the Approved Links, you agree that you will cooperate fully with us in order to establish and maintain such Approved Links. You also agree that you will display on your Web site only those graphic or textual images (indicating a Approved Link) that are provided by us, and you will promptly substitute such images with any new images provided by us from time to time throughout the term of this Agreement. Your Web site shall display such graphic and/or textual images prominently in relevant sections of your Web site. You shall not alter, modify or expand the Approved Links in any way. Each Approved Link connecting users of your Web site to our Web site, will in no way alter the look, feel or functionality of our Web site. We have the right, in our sole discretion, to monitor your Web site at any time to determine if you are in compliance with the terms of this Agreement, and you agree to provide us with access to your Web site for such purposes.

You are responsible for notifying us and The LinkShare Network of any malfunctioning of the Approved Links or other problems with your participation in the Program. We will respond in a timely manner to all concerns upon notification by you.

2.2. Obligations Regarding Your Web Site

You will be solely responsible for the development, operation and maintenance of your Web site and for all materials that appear on your Web site, including, but not limited to, ensuring that materials posted on your Web site do not violate any law, rule or regulation, or violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, rights of publicity or privacy, or other personal or proprietary rights), and are not libelous or otherwise illegal, and you hereby indemnify us in connection therewith pursuant to paragraph 9 below. You hereby agree that your Web site will not, in any way, use the MusicSpace name in a manner that is not authorized by this Agreement, alter or modify our Web site in anyway, copy or resemble the look and feel of the MusicSpace.com Web site, nor will you create the impression that your Web site is our Web site or is a part of our Web site. Any violation of this paragraph 2.2 will be deemed a material breach of this Agreement, and without limiting our rights and remedies, we will have the right to terminate this Agreement and the rights provided by us herein without prior notice.

2.3. Domains

You agree that your domain name does not and will not contain the words "MusicSpace" "MusicSpace.com" "Kidz Bop" "Kids Bop" or any variation thereof and that you will not purchase or register any such domain during the term of this agreement.

2.4. Search Engine Marketing

You agree not to purchase, register, bid, or utilize the trademarked keywords listed below, including variations and misspellings thereof: (a) on any pay-for-placement or pay-per-click search engine, (b) in any of your Web site's HTML tags, including, but not limited to, Page Titles and Meta Tags, unless otherwise expressly authorized by us, or (c) for any other use not expressly authorized by us hereunder.

Musicspace
Musicspace.com
www.Musicspace.com

2.5. Email Marketing

You agree not to distribute any mass or subscription-based emails that are in violation of the CAN-SPAM act of 2003 and all other anti-spamming laws. If we discover that you are in violation of the aforementioned laws, then, without limiting our rights or remedies, we have the right to terminate this Agreement without notice to you; and collect, withhold, or cancel any and all compensation related to content that you we reasonably believe is in violation of such laws.

3. MusicSpace.com Responsibilities

3.1. As used herein: (a) "products" refer to any items that are sold to third parties on the MusicSpace.com Web site through the Program; and (b) "qualified products" refer products that are entitled to earn commission fees pursuant to paragraph 4 below.

3.2. We will process product orders placed by customers who follow special links from your Web site to the MusicSpace.com Web site in accordance with the applicable requirements of us and LinkShare. We reserve the right to reject orders that do not comply with any reasonable requirements that we periodically may establish. We will be responsible for order processing and fulfillment, which include: (a) processing order forms, (b) payment processing, (c) shipping and handling, (d) cancellations and returns, (e) related customer service, and (f) issuing payment of your sales commission (as per the terms below). We will track sales made to the customers who purchase qualified products using Approved Links that you will generate using The LinkShare Network's technology from your Web site to our Web site, and reports summarizing this sales activity will be available to you also through the LinkShare Network. The form, content and frequency of the reports are limited to those reports and capabilities available through The LinkShare Network and may vary from time to time in our and/or The LinkShare Network's reasonable discretion. We are not responsible for any changes that The LinkShare Network's may make in their reporting format, timing, or types of reports available to members of the LinkShare Network and our affiliates. To permit accurate tracking, reporting and fee accrual, you must ensure that the links between your Web site and our Web site are properly formatted.

4. Commissions

4.1. Subject to the terms and conditions of this Agreement, we will pay you the following referral commission fees (the "Commission Rate") on all qualified product sales to third parties:

8% commission on quarterly affiliate sales (up to $1500.00)
9% commission on quarterly affiliate sales ($1,501.00 - $3,500.00)
10% commission on quarterly affiliates sales ($3,501.00 or more)

For a sale of a product to receive a commission, the customer must follow an unaltered MusicSpace affiliate link to the MusicSpace.com Web site, make a purchase using our automated online ordering system, accept delivery of the product at the shipping destination, and remit full payment to us. Commission rates will be based on the amount actually paid to us for purchases, excluding amounts collected by us for sales tax, packaging, shipping and handling fees, returns, chargebacks, fraud, rebates, coupon or customer discounts, exchanges, credit card processing fees, returned check fees and other similar charges ("Net Sales"). Commission on returned products and refunds will be deducted from your next monthly payment (or if such deductions can not be made, you will reimburse us for commissions on returned products and refunds immediately after our request therefor). No commission will be credited if the referred customer does not have cookies enabled in their web browser. The commission rate is subject to change at any time or from time to time, in our sole discretion, and all commissions are paid in United States currency.

4.2. Approximately 30 days following the end of each month, we will send you a check for the commission earned and received by us for the qualified products shipped during the previous month, less any taxes that we are required by law to withhold. We reserve the right to withhold any monies due to you in the event you violate the terms of this Agreement or this Agreement is terminated for any reason.

5. Non-Exclusive Limited License and Use of MusicSpace.com Logos and Trademarks

5.1. We grant you a non-exclusive, non-transferable, revocable right to link to our Web site through Approved Links in accordance with the terms of this Agreement, and solely in connection with such Approved Links, to use, without the right to sublicense the MusicSpace.com logo, the MusicSpace.com trademark and any other material specifically furnished by us to you for use hereunder (collectively "Licensed Materials") solely for the purpose of linking your Web site to our Web site, where your users can purchase MusicSpace.com products. You may not alter, modify or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials to the extent you are a member, in good standing, of the Affiliate Program. You may use the Licensed Materials only for purposes expressly authorized herein. Without limiting the foregoing, you may not: (a) make any specific use of any Licensed Materials for purposes other than selling qualified products for MusicSpace.com, (b) sublicense, assign or transfer the Licensed Material, or the use thereof, and any attempt to do so will be void; (c) display the Licensed Materials in any manner that implies our sponsorship or endorsement of your products, services or Web site outside of your involvement with the Program; (d) you must use the TM symbol, or other trademark symbols as may be designated by us in writing, next to our trademarks and will use best efforts to include the following notice on any materials you create that include the "MusicSpace" logo: "MusicSpace is a trademark of Razor & Tie, L.L.C.". You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays MusicSpace.com or anyone else negatively.

5.2. You acknowledge that nothing herein provides you with any intellectual property rights in the Licensed Materials other than the limited rights contained herein. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We may terminate your license to use the Licensed Materials for any reason at any time in our sole and absolute discretion.

6. Non-Exclusive Limited License and Use of Affiliates Logos and Trademarks

6.1. You grant to us a non-exclusive license to utilize your name(s), titles, logos and trademarks (collectively the "Affiliate Marks"), and to advertise, market, promote and publicize in any manner under this Agreement, provided that we shall not be required to so advertise, market, promote or publicize. You hereby represent to us that you are the sole and exclusive owner of the Affiliate Marks, and have the right and power to grant us the license to use such items, and such grant does not or will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

7. Term and Termination

7.1. The term of this Agreement will begin upon our acceptance of your Affiliate Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn commission on sales occurring during the term, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that no overpayment is made (and if an overpayment is made you will promptly remit such excess payment to us upon notification). Upon the effective date of termination or expiration of this Agreement, (i) you shall return to us any confidential information and other materials provided to you; (ii) you shall immediately cease to use, and remove from your Web site, all links to our Web site, all Licensed Material and other MusicSpace related content and material; and (iii) the rights and obligations of each party hereunder shall terminate, except for terms that survive the termination of this Agreement.

8. Modification

8.1. We may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion. You will be notified by a change notice posting on LinkShare.com and/or via email. Modifications may include, but are not limited to, changes in the scope of available referral commissions, commission schedules, payment procedures and Affiliate Program rules. If any modification is unacceptable to you, you agree that your only recourse is to terminate this Agreement. Your continued participation in the Program following our posting of a change notice or new agreement on our Web site will constitute your binding acceptance of the change.

9. Limitation of Liability

9.1. We will not be liable for indirect, special, incidental or consequential damages, or any loss revenue, profits, data or Web site traffic, arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and to the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.

9.2. WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPSCT TO THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF THE COURSE OF PERFORMANCE, DEALING OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR WEB SITE WILL BE UNINTERUPPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUNCES OF ANY INTERUPTIONS OR ERRORS.

10. Relationship of Parties

10.1. You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your Web site or otherwise, that reasonably would contradict anything in this Section.

11. Confidentiality

11.1. Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms and conditions of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a valid subpoena or discovery request issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

12. Representations and Warranties

12.1. You hereby represent and warrant to us the following: (a) this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; (b) the execution, delivery and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule or regulation to which you are subject, (ii) any order, judgment or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation or other organizational documents, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties; (c) no consent, approval or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery and performance of this Agreement or the taking by you of any other action discussed herein; (d) there is no pending or, to the best of your knowledge, threatened claim, action or proceeding against you, or any affiliate of yours, with respect to the execution, delivery or consummation of this Agreement, or with respect to your trademarks, and, to the best of your knowledge, there is no basis for any such claim, action or proceeding; and (e) your Web site and the material embodied thereon shall not infringe on any rights of a third party, violate any law, statute, ordinance or regulation, nor contain any material that is lewd, pornographic, harmful to minors, threatening, defamatory, obscene, or harassing.

13. Indemnification

13.1. You acknowledge that by entering into and performing your obligations under this Agreement, we do not assume and should not be exposed to the business and operational risks associated with your business, or any aspects of the operation or content of your Web site(s). You hereby agree to indemnify and hold harmless MusicSpace.com and its subsidiaries, affiliates, employees, partners and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including court costs and reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, right of privacy or publicity or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, (iii) any claim related to your Web site, including, without limitation, its development, operation, maintenance and content therein not attributable to us, (iv) claims for unsolicited email, spamming or violation of the CAN-SPAM Act of 2003, or (vii) your misuse, unauthorized modification or unauthorized use of the services or materials provided by us or LinkShare hereunder.

14. Independent Investigation

14.1. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETITIVE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

15. Governing Law

15.1. This Agreement will be governed by the laws of the United States and 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, NY, and you irrevocably consents to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. 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. We may assign this Agreement in whole or in part. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.

16. Publicity

16.1. You may not create, publish, or distribute any items that reference us or the Licensed Materials without first submitting those items to us and receiving our written consent, which we may withhold in our sole discretion.

17. Policies and Pricing

17.1 Customers who buy products through the Program will be deemed to be our customers, without affecting their status as your customer. Accordingly, all of our rules, policies and operating procedures concerning customer orders, customer service and sales will apply to those customers. We may change our policies and operating procedures at any time in our sole discretion. For example, we will determine the prices to be charged for products sold under the Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product or the error-free or uninterrupted operation of our Web site.

18. General

18.1 Severability. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other provision may be invalid or unenforceable in whole or in part.

18.2 Equitable Relief. The parties agree that any breach of either of the party's obligations regarding trademarks, service marks, trade names, confidentiality, links or the removal of links, and/or user data may result in irreparable injury for which there may be no adequate remedy at law. Therefore, in the event of any breach or threatened breach of a party's obligations regarding trademarks, service marks, trade names, confidentiality, links or the removal of links, and/or user data, the aggrieved party will be entitled to seek equitable relief in addition to its other available legal remedies in a court of competent jurisdiction.

18.3 Force Majeure. You acknowledge that our and The LinkShare Network's servers, equipment, and services (e.g., tracking and reporting) may be subject to temporary modifications or shutdowns due to causes beyond our and The LinkShare Network's reasonable control. Such temporary service interruptions will not constitute a material breach of this Agreement.

18.4 Survival. Section 2.2, Section 2.3, Section 2.4, Section 2.5, Section 5.2, , Section 8, Section 9, Section 10, Section 11, Section 12, Section 13, Section 14, Section 15, Section 16, Section 17, and Section 18, including all subsections thereof, shall survive any termination of this Agreement.

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