Sponsored by: MP3.com, owned and operated by CNET Networks, Inc. ("CNET")235 Second Street, San Francisco, California 94105, sometimes referred to herein as "Sponsor."

Entry Period: The "MP3.com Presents Rock the Mic Contest" (the "Contest") begins at 10:01 pm Pacific Time ("PT") on June 30, 2006 and ends at 4:59 pm PT on July 20, 2006.

Eligibility: The Contest is open to registered MP3.com members who are legal residents of the United States and the District of Columbia (excluding residents of Arizona) who are at least 18 years of age or older as of the date of entry and who have an active e-mail account and Internet access. Employees and their immediate families (spouse, parent, sibling, child and respective spouses) and those living in their immediate households, whether or not related, of Sponsor and its respective parents, affiliates and subsidiaries are not eligible to enter or win a prize. All applicable federal, state and local laws and regulations apply. Void where prohibited.

How to Enter: During the entry period, each registered MP3.com member who submits a completed entry at www.mp3.com/feature/rock-the-bells/ will be entered to win. A completed entry consists of all of the following elements: (i) a completed entry form located at www.mp3.com/feature/rock-the-bells/ and (ii) at least song submission in MP3 format. Song submissions are unlimited, but each song submission should be a maximum file size of 10MB.

All required parts of an entry must be submitted as described above or the entry will be void. Entries submitted via any other method will be void. Contest submissions submitted to MP3.com prior to the start of the entry period are void unless resubmitted to MP3.com with completed entry during the entry period. Entries generated by script, macro, or other automated means are void and the entrant will be disqualified from winning. Use of any false e-mail account will void all entries made by that entrant. All entries become the property of MP3.com and will not be acknowledged or returned.

Song submissions must be the original work of the entrant and must be exclusively owned by the entrant prior to entry. Song submissions may not include samples or be cover songs unless entrant owns all rights to such works. Entry must not have been submitted in any other competition or previously published. Entry must be in keeping with MP3.com’s image and may not be offensive, as determined by judges in their sole discretion, nor can it defame or invade publicity rights or privacy rights of any person, living or deceased, or otherwise infringe upon any person’s personal or proprietary rights. MP3.com reserves the right in its sole discretion to disqualify any entry at any time in the event it is determined that the entrant has not complied with these Official Rules.

Winner selection: There will be a preliminary selection date on or around July 21, 2006. On this selection date, five finalists will be chosen by a panel of qualified judges from all entries received by 4:59 pm PT on July 20, 2006. All non-winning entries reviewed on that selection date will no longer be eligible for consideration. The judges will base their decisions on the following criteria: voice (25%), lyrics (25%), meter/flow (25%), and overall style (25%). The judges’ decisions are final and binding on all matters relating to the Contest.

Once the 5 finalists are chosen by the judges, there will be a final selection period on or about from 4:59 pm PT on July 27, 2006 to 11:59pm PT July 27, 2006. One winner will be chosen during the final selection period by the MP3.com community members, who will be granted access to each finalist’s song submission. The community’s decision is final and binding on all matters relating to the Contest’s final selection portion, unless there is a tie, in which case, a panel of qualified judges shall determine the winner and the judges’ decisions shall be final and binding.

Prize: The contest winner will receive a travel package to San Bernardino, CA for the Rock the Bells festival on August 5, 2005. The package will include one roundtrip economy class plane ticket (from the nearest major continental U.S. city to the Los Angeles International Airport) (ARV $500), two night single occupancy hotel accommodations (room and tax only) (ARV $500), and a Rock the Bells VIP pass (ARV $150). The contest winner will be provided a contact person and a schedule for visiting the stage and other related opportunities. The winner will have the opportunity to perform live on stage at the Rock the Bells festival on August 5, 2006 on the main stage. The winner will also have the opportunity to be interviewed by media outlets, such as MP3.com.

Actual value of prize depends on the city of departure, time of travel, any airfare fluctuations, and any difference between the stated ARV and the actual value, if any, will not be awarded. Travel arrangements will be made through the travel coordinator designated by Sponsor. Travel dates are to be determined and trip must be taken on dates and times designated by Sponsor or prize will be forfeited. Travel restrictions may apply and frequent flyer miles may not be available. One or more stopovers may be required on air transportation. Once travel is booked, no changes or cancellations will be accepted. No extensions or exceptions shall apply or be available. All travel is subject to availability and winner is solely responsible for obtaining all necessary and required travel documents. Sponsor shall not be responsible for any lost or stolen tickets, Rock the Bells VIP pass or similar items once they are in the winner’s possession. Sponsor shall not be responsible nor liable for any cancellations, delays, diversions or substitutions or any act or omissions whatsoever by the air carriers, hotels or others providing services or accommodations, including loss or damage to baggage. All other expenses (including without limitation transportation to and from departure city, gratuities, incidental expenses, and meals) not expressly stated herein are the responsibility of winner. Prizes may not be substituted except by Sponsor, who reserves the right to award a substitute prize of equal or greater value. All federal, state and local taxes are the sole responsibility of the winner. 1099 tax statements will be filed with the IRS for the winner of any prize that has a value exceeding $600. Prizes will be awarded "as is" with no warranty or guarantee, either express or implied by Sponsor. Prizes cannot be transferred, substituted or redeemed for cash, except by Sponsor in its sole discretion. Limit of one prize per entrant.

Claiming a Prize: Potential winner will be notified via e-mail, within 2 days following the close of the selection period, at the e-mail addresses and phone numbers that he/she provided with his/her entry. All prizes must be claimed within 2 days. To claim his/her prize, potential winner must respond to MP3.com’s prize notification e-mail and complete and return an original notarized Affidavit and General Release and W-9 form included with such e-mail. All unclaimed prizes will be forfeited and awarded to alternative winners selected from the rest of the finalists for the Contest. Each potential winner may be requested to provide Sponsor with proof that he/she is the authorized account holder of the e-mail address that corresponds to the registered MP3.com account used to enter the Contest. In the event of a dispute regarding who submitted an entry, the entry will be deemed submitted by the authorized account holder of such e-mail account. "Authorized account holder" is defined as the natural person who is assigned to an e-mail address by an Internet access provider, online service provider, or other organization (e.g., business, educational institution, etc.) that is responsible for assigning email addresses for the domain associated with the submitted e-mail address. Sponsor is not required to choose a winner.

General Conditions and Release: By participating in the Contest, entrants agree to abide by the terms of these Official Rules and by the decisions of Sponsor and the judges, which will be final and binding on all matters pertaining to this Contest. Except where prohibited by law, by entering the Contest, each entrant agrees that Sponsor and its designees may use his or her name, likeness, city and state for advertising, promotional and other purposes in any media now or hereafter known throughout the world (including the right to post entry on Sponsor’s websites) without further compensation or notification. Acceptance of a prize constitutes each winner’s consent to have his or her name released in a winner’s list which will be made available to the public. Neither Sponsor, nor its parent, affiliates, subsidiaries, divisions, advertising and promotion agencies, or the respective officers, directors, employees or agents of the forgoing (collectively, the "Released Parties") from any liability whatsoever, and waive any and all causes of action, related to any claims, costs, injuries, losses taxes, expenses or damages of any kind, either at law or in equity, whether known or unknown (collectively, "Losses"), arising out of or in connection with this Contest or that the winners might incur as a result of this Contest or acceptance, possession or use or inability to use any prize (including, without limitation, Losses related to personal injuries, death, damage to or destruction of property, rights of publicity or privacy, defamation or portrayal in a false light, whether intentional or unintentional, whether under a theory of contract, tort (including negligence), warranty, guarantee (express or implied) or other theory. Winner further acknowledges that Sponsor is not liable for any warranty, representation, or guarantee express or implied, in fact or in law, relative to any prize, including, but not limited to, its quality, mechanical condition, or fitness. If for any reason the Contest is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, force majeure, technical failures, or any other causes beyond the control of Sponsor, which corrupt or affect the administration, security, fairness, integrity, or proper conduct of this Contest, Sponsor reserves the right at its sole discretion, to disqualify any individual who tampers with the entry process, and to cancel, terminate, modify or suspend the Contest, and judge entries from among all eligible, non-suspect entries received prior to such action. Released Parties assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, entries. Released Parties are not responsible for any problems or technical malfunction of any telephone network or lines, computer on-line systems, servers, or providers, computer equipment, software, failure of any e-mail or entry to be received by Sponsor on account of technical problems or traffic congestion on the Internet or at any Website, or any combination thereof, including any injury or damage to participant's or any other person's computer related to or resulting from participation or downloading any materials in this Contest. CAUTION: ANY ATTEMPT BY AN ENTRANT TO DELIBERATELY DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, CNET RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH ENTRANT TO THE FULLEST EXTENT PERMITTED BY LAW.

Entry Rights: By submitting an entry, each entrant agrees Sponsor shall own the entry submitted (including all rights embodied therein) and that it and its designees may exploit all elements of such entry in any and all media now known or not currently known (including the right to post entry on Sponsor’s website), without compensation to entrant or any third party and without limitation to time or territory. Entrant agrees to waive any copyright royalty or other fee to which entrant may be entitled, including but not limited to any music publishing, mechanical reproduction, performance, union or guild payments. Entrant also agrees to take sole responsibility for any royalties, fees or other monies owned to any person by reason of entrant’s song submission. The Sponsor reserves all rights, including the right to edit, publish, use, adapt, exploit, modify, copy, disseminate, post or dispose of any entry, online, in print, film, television, or in any other media for advertising and promotional or other purposes without compensation or notification to the entrant of any kind, except as prohibited by law.

Privacy: By entering this Contest, you agree and consent that any information you provide upon entering may be used by Sponsor in accordance with its Privacy Policy, available at http://www.cnetnetworks.com/editorial/privacy.html. If you do not want your information used in this manner do not enter this Contest.

Winner’s List: The name of the prize winner can be obtained from MP3.com, from July 28, 2006 through August 30, 2006, by sending a self-addressed stamped envelope to MP3.com’s Rock the Mic at Rock the Bells, c/o Amy Lau, 235 Second Street, San Francisco, CA 94105.

Governing Law: The Official Rules shall be exclusively governed by and construed in accordance with the laws of the state of California, without regard to conflicts of law provisions.