REALNETWORKS, INC.END USER LICENSE AGREEMENTREALNETWORKS PRODUCTSREDISTRIBUTION NOT PERMITTEDSoftware License for RealNetworks ProductsIMPORTANT -- READ CAREFULLY BEFORE USING THIS SOFTWARE: This License Agreement for certain RealNetworks Products ("License Agreement") is a legal agreement between you (either an individual or an entity) and RealNetworks, Inc. and its suppliers and licensors (collectively "RN" or "RealNetworks") for the RealNetworks software which may include components provided by suppliers and licensors to RN ("Software"). The Software may include any of the following RealNetworks products including any combination of such products and Alpha, Beta, trial, pre-release, free, pay and premium versions of the products (collectively, "RN Products"): RealOne ( "RealOne Player"), RealPlayer, RealJukebox and RealOne Player for Pocket PC. You may install only ONE copy of the Software. By clicking on the "Accept" button, installing, copying or otherwise using the Software, you agree to be bound by the terms of this License Agreement. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, CLICK ON THE "CANCEL" BUTTON AND/OR DO NOT INSTALL THE SOFTWARE. YOU AGREE TO BE BOUND BY THE "TERMS OF SERVICE FOR REALONE SERVICES" ATTACHED HERETO AS EXHIBIT A. PERSONAL INFORMATION YOU PROVIDE TO REALNETWORKS IS GOVERNED BY THE REALNETWORKS PRIVACY POLICY AT http://www.realnetworks.com/company/privacy/index.htmlYOU AGREE THAT YOUR USE OF THE SOFTWARE ACKNOWLEDGES THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.ANY THIRD PARTY SOFTWARE, INCLUDING ANY THIRD PARTY'S PLUG-IN, THAT MAY BE PROVIDED WITH THE SOFTWARE IS INCLUDED FOR USE AT YOUR OPTION. IF YOU CHOOSE TO USE SUCH THIRD PARTY SOFTWARE, THEN SUCH USE SHALL BE GOVERNED BY SUCH THIRD PARTY'S LICENSE AGREEMENT, IF AN ELECTRONIC COPY OF SUCH LICENSE AGREEMENT IS INSTALLED IN THE APPROPRIATE RN PRODUCT FOLDER ON YOUR COMPUTER UPON INSTALLATION OF THE SOFTWARE. REALNETWORKS IS NOT RESPONSIBLE FOR ANY THIRD PARTY'S SOFTWARE AND SHALL HAVE NO LIABILITY FOR YOUR USE OF THIRD PARTY SOFTWARE.1. GRANT OF LICENSE. RN hereby grants to you a non-exclusive license to use the Software and any related documentation ("Documentation") subject to the following terms: a) You may: (i) use the Software on any single computer; (ii) use the Software on a second computer so long as the first and second computers are not used simultaneously; and (iii) copy the Software for back-up and archival purposes, provided any copy must contain all of the original Software's proprietary notices. b) The Software may include certain plug-in components ("Plug-Ins"), including the ActiveX Control, Java plug-in, and RA XTRA plug-in. You may only call to or otherwise use such Plug-Ins through the use of the realplay, rcansplg.so.6.0, rpnp.so, rpnphelper, rcaembed.so.6.0, rcacore.so.6.0, realplay.exe, nppl3260.dll, rmoc3260.dll, embd3260.dll, rpcl3260.zip, tpasdk.dll, teasdk.dll, tsystray.exe, teamp3.dll, tsasdk.dll, security.dll, or tpdmgr.dll applications. Any direct use of Plug-Ins through a non-RN proprietary application, including a custom or user-written application is prohibited by this Agreement. c) RN may modify this License Agreement with respect to free versions of the Software upon 14 days written notice to you, including notice via the communications features described below.2. LICENSE RESTRICTIONS.a) You may not: (i) permit other individuals to use the Software except under the terms listed above; (ii) modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the Software or Documentation; (iii) copy the Software or Documentation (except for back-up or archival purposes); (iv) rent, lease, transfer, or otherwise transfer rights to the Software or Documentation; (v) remove any proprietary notices or labels on the Software or Documentation; or (vi) use the MP3 encoder in real time broadcasting (terrestrial, satellite, cable or other media) or broadcasting via the internet or other networks, such as, but not limited to, intranets. You also may not use the RealJukebox MP3 encoder in pay-audio or audio-on-demand applications. Any such forbidden use shall immediately terminate your license to the Software. The recording, playback and download features of the Software are intended only for use with public domain or properly licensed content and content creation tools. You may require a patent, copyright, or other license from a third party to create, copy, download, record or save content files for playback by this Software or to serve or distribute such files to be played back by the Software.b) You agree that you shall only use the Software and Documentation in a manner that complies with all applicable laws in the jurisdictions in which you use the Software and Documentation, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights. c) You may only use the Software for your private, non-commercial use. You may not use the Software in any way to provide, or as part of, any commercial service or application. Copies of content files, including, but not limited to songs and other audio recordings, which are downloaded or copied using the Software, and which are protected by the copyright laws or related laws of any jurisdiction, are for your own personal use only and may not be distributed to third parties or performed outside your normal circle of family and social acquaintances. d) You may not use the Software in an attempt to, or in conjunction with, any device, program or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction.e) The Software embodies a serial copying management system required by the laws of the United States. You may not circumvent or attempt to circumvent this system by any means.3. COPIES OF SOFTWARE AND ENHANCEMENTS. If you receive the first copy of the Software electronically and a second copy on physical media (e.g., CD, diskette, etc.), the second copy may be used for archival purposes only and may not be transferred to or used by any other person. This license does not grant you any right to any enhancement or update. 4. ALPHA RELEASE VERSIONS. In the event that the Software is a alpha release version, the terms of this Section shall apply. Your license to use the Software expires 45 days after installation (or such other period as indicated by the Software) and the Software may cease to function. The Software you are receiving may contain more or less features than the commercial release of the RN Product that RN intends to distribute. While RN intends to distribute a commercial release of the Software, RN reserves the right at any time not to release a commercial release of the Software or, if released, to alter features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the commercial release. You agree that the alpha release versions are not suitable for production use and may contain errors affecting their proper operation. You agree that you will not do anything to circumvent or defeat the features designed to stop the Software from operating after the license expires.5. BETA RELEASE OR PRE-RELEASE VERSIONS. In the event that the Software is a beta release or pre-release version, the terms of this Section shall apply. Your license to use the Software expires 120 days after installation (or such other period as indicated by the Software) and the Software may cease to function. The Software you are receiving may contain more or less features than the commercial release of the RN Product that RN intends to distribute. While RN intends to distribute a commercial release of the Software, RN reserves the right at any time not to release a commercial release of the Software or, if released, to alter features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the commercial release. You agree that the beta release or pre-release versions are not suitable for production use and may contain errors affecting their proper operation. You agree that you will not do anything to circumvent or defeat the features designed to stop the Software from operating after the license expires.6. AUTOMATIC COMMUNICATIONS FEATURES. a) The Software consists of interactive Internet applications that perform a variety of communications over the Internet as part of their normal operation. A number of communications features are automatic and are enabled by default. By installing and/or using the Software, you consent to the Software's communications features. Once you log into the Software, user information including your user id will be sent in communications with RN's servers. This information is used to access your regular account, premium content, non-premium content, services, features, and other personalized services. RN may match the user id to personally identifiable information in order to provide you with products, services, and software that you're entitled to and to provide you with relevant information. You are responsible for any telecommunications or other connectivity charges incurred through use of the Software.b) Cookies: The Software also allows the use of cookies, similar to an Internet browser. This allows any website to set cookies for you when you view any of the website's content through the Software, unless you have disabled cookies. If you have disabled cookies, you may be asked to login each time you access premium software features and services and some RealOne services may not function properly. To learn more, visit the RealNetworks Privacy Policy link on our website at http://www.realnetworks.com/company/privacy/index.html. c) AutoUpdate: The RealOne Player, using AutoUpdate, automatically communicates with RN's servers on the Internet to check for updates to RN's and RN partner's software, such as bug fixes, patches, enhanced functions, missing plug-ins and new versions. AutoUpdate also has the capability to run independently of RealOne Player to perform background update checks. RN may download updates during the background checks, when RealOne Player automatically communicates with RN's servers, when you manually check for updates, or when RealOne Player detects a file it does not support. AutoUpdate sends information about installed RealNetworks' products and components to the servers to determine upgrade availability. If you prefer to be notified when an auto-update is performed, follow these steps: On the Tools menu, select Preferences, AutoUpdate, and then de-select "Automatically download and install software updates." However, as we describe above, certain updates to RealOne Player functionality will happen automatically and without advance notification. d) Message Center: The RealOne Player software, using Message Center, automatically communicates with RN's servers to check for new important messages, including software updates and service bulletins. Message Center can also run independently of RealOne Player to perform background new message checks. Message Center sends information about installed RealNetworks' products and components to the servers to allow receipt of suitable product update and other messages. Message Center is set by default to show message headlines and to check for messages once or twice a week. You can change the way messages are displayed and the frequency messages are checked by following these steps: On the View menu, select 'Message Center'; The Messaging Center dialog appears; On Options, select 'Delivery Preferences' and select the desired preferences. If you sign up for services that send messages more often than the frequency you have selected, your frequency selection may be adjusted. The first time you use RealOne Player, you will be sent a Welcome Message that will enable you to opt-out of receiving Special Offers messages and opt-in to receive other personalized messages, depending on your categories of interest. Receipt of upgrade information is not optional. 7. SCHEDULER. An application Scheduler, known as "evntsvc.exe," is installed along with RealOne Player. Once installed, it runs independently of RealOne Player. The Scheduler does not collect personal information or communicate with RealNetworks' servers. It is used to remind AutoUpdate and Message Center to perform their tasks at pre-scheduled intervals. The Scheduler is also used to automatically launch RealNetworks' Media Type Helper. The Media Type Helper ensures the system is configured for correct operation of the RealOne Player with Multi-Purpose Internet Mail Extensions ("MIME") types, file extensions, Internet protocols and other media types. If a media type has been assigned a different action by a different application, Media Type Helper may override the association and substitute its own association. You can configure the Scheduler to only operate while RealOne Player is in use by following these steps: On the Tools menu, select 'Preferences', 'Connection', 'Internet Settings', then select "Only perform automatic services while RealOne Player is in use". Select the "Yes" button when the confirmation dialog appears.8. DIGITAL RIGHTS MANAGEMENT SYSTEMS ("DRMs"). a) The Software includes a DRM called the RealSystem Media Commerce Update Software ("Media Commerce Software") and may include third party DRMs as Plug-in components, which are subject to their own license agreements. DRMs are designed to manage and enforce intellectual property rights in digital content purchased over the Internet. You may not take any action to circumvent or defeat the security or content usage rules provided or enforced by either the DRM or the Software. DRMs may be able to revoke your ability to use applicable content. RN is not responsible for the operation of the third party DRM in any way, including revocation of your content. RN is not responsible for any communications to or from any third party DRM provider, or for the collection or use of information by third party DRMs. You consent to the communications enabled and/or performed by the DRM, including automatic updating of the DRM without further notice, despite the provisions of AutoUpdate defined in Section 6(c). You agree to indemnify and hold harmless RN for any claim relating to your use of a third party DRM.b) Content providers are using the digital rights management technology contained in this Software to protect the integrity of their content("Secure Content") so that their intellectual property, including copyright, in such content is not misappropriated. Owners of such Secure Content ("Secure Content Owners") may, from time to time, request RN or its suppliers to provide security related updates to the DRM components of the Software ("Security Updates") that may affect your ability to copy, display and/or utilize the Software. You therefore agree that, if you elect to download a license from the Internet which enables your use of Secure Content, RN or its suppliers may, in conjunction with such license, also download onto your computer such Security Updates that a Secure Content Owner has requested that RN or its suppliers distribute. Unless notification is provided to you, RN and its suppliers will not retrieve any personally identifiable information, or other information, from your computer by downloading such Security Updates.c) The Media Commerce Software allows you to receive and playback content that has been digitally secured by a content provider. The Media Commerce Software interacts with your computer in the following ways: 1. Hardware information: In order to download the appropriate software, RealOne Player must send certain anonymous information about the hardware on your computer to the RealNetworks download server. Once the software is installed, information about your hardware will not be stored on any server. Hardware information will also be sent for content passes, as described below. 2. Content passes: When obtaining passes for playback of content (such as a music or video file) in RealOne Player, information about your specific Media Commerce Software installation and hardware will be sent to the content provider for inclusion in the pass. This installation and hardware information will be scrambled a different way each time it is sent, usable only for inclusion in your pass. 3. Personal information: Media Commerce Software will not associate itself with any personal information in RealOne Player or anywhere else on your computer. RealNetworks' use of any personal information is governed by the RealNetworks privacy policy (http://www.realnetworks.com/company/privacy/index.html). RealNetworks does not share with third parties any personal information you provide in connection with our products without first obtaining your informed consent. 4. Financial information: Media Commerce Software does not interact with the process of secure financial transactions, e.g. credit card transactions. These transactions are handled by the website providing the content and are governed by that party's privacy policy. 5. Usage information: RealNetworks may keep statistics on the aggregated anonymous use of the Media Commerce Software. However, content partners using the Media Commerce Software will not provide RealNetworks with information on specific content for which an individual user obtains passes. 9. TITLE. Title, ownership, rights, and intellectual property rights in and to the Software and Documentation shall remain in RN and/or its suppliers. The Software and the Services are protected by the copyright laws of the United States and international copyright treaties. Title, ownership rights and intellectual property rights in and to the content accessed through the Software and the Services ("Content") including the content contained in the Software media demonstration files, shall be retained by the applicable Content owner and may be protected by applicable copyright or other law. This license gives you no rights to such Content.10. WARRANTIES AND LIABILITIES.(a) For the Pay and Premium versions of RN Products, the following terms apply: LIMITED WARRANTY. RN warrants that for a period of ninety (90) days from the date of acquisition the Software, if operated as directed, will substantially achieve the functionality described in the Documentation. RN does not warrant however that your use of the Software will be uninterrupted or that the operation of the Software will be error-free or secure. RN also warrants that the media containing the Software, if provided by RN, is free from defects in material and workmanship and will so remain for ninety (90) days from the date you acquire the Software. (i) No Other Warranties. NO OTHER WARRANTIES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW RN AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES EITHER EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE, THE ACCOMPANYING WRITTEN MATERIALS AND ANY ACCOMPANYING HARDWARE. If any modifications are made to the Software by you during the warranty period; if the media is subjected to accident abuse or improper use; or if you violate the terms of this License Agreement, this warranty shall immediately terminate. This warranty shall not apply if the Software is used on or in conjunction with hardware or Software other than the unmodified version of hardware and Software with which the Software was designed to be used as described in the Documentation. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS; YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. (ii) Customer Remedies. RN's sole liability for a breach of this warranty shall be in RN's sole discretion: (i) to replace your defective media; or (ii) to advise you how to achieve substantially the same functionality with the Software as described in the Documentation through a procedure different from that set forth in the Documentation; or (iii) if the above remedies are impracticable, to refund the license fee, if any, you paid for the Software. Repaired, corrected or replaced Software and Documentation shall be covered by this limited warranty for the period remaining under the warranty that covered the original Software or if longer for thirty (30) days after the date RN either shipped to you the repaired or replaced Software or advised you as to how to operate the Software so as to achieve the functionality described in the Documentation, whichever is applicable. Only if you inform RN of the problem with the Software during the applicable warranty period and provide evidence of the date you acquired the Software will RN be obligated to honor this warranty. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY WHETHER IN TORT CONTRACT OR OTHERWISE SHALL RN OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES EVEN IF RN SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY ANY OTHER PARTY. FURTHER, IN NO EVENT SHALL RN'S LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT EXCEED THE LICENSE FEE PAID TO RN FOR THE SOFTWARE AND DOCUMENTATION. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.(b) For the Free, Trial, Pre-Release, Alpha, and Beta versions of RN Products, the Services and the Content, the following terms apply: DISCLAIMER OF WARRANTY & LIMIT OF LIABILITY. THE SOFTWARE, DOCUMENTATION, SERVICES AND CONTENT ARE PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RN FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE, DOCUMENTATION, SERVICES AND CONTENT REMAINS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RN BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, THE SERVICES OR THE CONTENT, EVEN IF RN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RN's TOTAL LIABLITY FOR ANY DIRECT DAMAGES SHALL NOT EXCEED TWENTY-FIVE DOLLARS ($25.00). BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. RN DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY CONTENT PROVIDED BY OR THROUGH RN.11. INDEMNIFICATION. This Software and the Services are intended for use only with properly licensed media, content, and content creation tools. It is your responsibility to ascertain whether any copyright, patent or other licenses are necessary and to obtain any such licenses to serve and/or create, compress or download such media and content. You agree to record, play back and download only those materials for which you have the necessary patent, copyright and other permissions, licenses, and/or clearances. You agree to hold harmless, indemnify and defend RN, its officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of or relating to any claims that you have (i) viewed, downloaded, encoded, compressed, copied or transmitted any materials (other than materials provided by RN) in connection with the Software in violation of another party's rights or in violation of any law, or (ii) violated any terms of this License Agreement. If you are importing the Software from the United States, you shall indemnify and hold RN harmless from and against any import and export duties or other claims arising from such importation.12. TERMINATION. This License Agreement will automatically terminate if you fail to comply with any term hereof. No notice shall be required from RN to effect such termination. You may also terminate this License Agreement at any time by notifying RN in writing of termination. Upon any termination of this License Agreement, you shall immediately discontinue use of the Software and shall within three (3) days return to RN, or certify destruction of, all full or partial copies of the Software, documentation and related materials provided by RN. Your obligation to pay accrued charges and fees shall survive any termination of this License Agreement.13. NO ASSIGNMENT. This Agreement is personal to you, and may not be assigned without RN's express written consent. In the event that you are an entity that merges with another entity or are acquired by another entity during the Term, you shall provide written notice of such merger or acquisition not later than the date on which any public announcement is made. If RN does not consent to assignment of this Agreement to the new or acquiring entity in such merger or acquisition, RN may terminate this Agreement on thirty (30) days' written notice. Both parties shall perform under this Agreement until such termination is effective.14. TECHNICAL SUPPORT. Technical support for the Software, as made available by RN, is described at RN's technical support website: http://service.real.com.15. U.S. GOVERNMENT RESTRICTED RIGHTS AND EXPORT RESTRICTIONS. U.S. GOVERNMENT RESTRICTED RIGHTS: This Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer Software--Restricted Rights at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR supplement, as applicable. Manufacturer is RealNetworks, Inc./2601 Elliott, Suite 1000/Seattle, Washington 98121. You are responsible for complying with all trade regulations and laws both foreign and domestic. You acknowledge that none of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into Afghanistan (Taliban-controlled areas), Cuba, Iran, Iraq, Libya, North Korea, Serbia (except Kosovo), Sudan and Syria or any other country subject to a U.S. embargo; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Parties List or Entity List. By using the Software you are agreeing to the foregoing and are representing and warranting that (i) no U.S. federal agency has suspended, revoked, or denied you export privileges, (ii) you are not located in or under the control of a national or resident of any such country or on any such list, and (iii) you will not export or re-export the Software to any prohibited county, or to any prohibited person, entity, or end-user as specified by U.S. export controls. For more information on the U.S. Export Administration Regulations (EAR), 15 C.F.R. Parts 730-774, and the Bureau of Export Administration ("BXA"), please see the BXA homepage (http://www.bxa.doc.gov).16. IMPORTANT--MISCELLANEOUS. a) Arbitration & Jurisdiction. You and RN agree that the exclusive remedy for all disputes and claims relating in any way to, or arising out of, this Agreement, the Services, or your use of the Services (including the arbitrability of any claim or dispute and the enforceability of this paragraph), or to any other alleged act or omission by you or RN toward the other, shall be final and binding arbitration. The arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") before a panel of three arbitrators and conducted in the State of Washington. You and RN also agree that the AAA Optional Rules for Emergency Measures of Protection shall apply to the proceedings. You and RN may litigate in court only to compel arbitration under this License Agreement or to confirm, modify, vacate or enter judgment on the award rendered by the arbitrators. To the extent that you have breached or have indicated your intention to breach this Agreement in any manner which violates or may violate RN's intellectual property rights, or may cause continuing or irreparable harm to RN (including, but not limited to, any breach that may impact RN's intellectual property rights, or a breach by reverse engineering), RN may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction. You and RN must commence an arbitration by filing a demand for arbitration with the AAA within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period (If applicable law prohibits a one-year limitations period for asserting claims, the claim must be asserted within the shortest time period in excess of one year that is permitted by applicable law.). To the fullest extent permitted by applicable law: no arbitration under this License Agreement shall be joined to an arbitration involving any other current or former licensee of RN, whether through class arbitration proceedings or otherwise; no finding or stipulation of fact in any other arbitration, judicial or similar proceeding may be given preclusive or collateral estoppel effect in any arbitration hereunder (unless determined in another proceeding between you and RN); and no conclusion of law in any other arbitration may be given any weight in any arbitration hereunder (unless determined in another proceeding between you and RN). This Agreement shall be governed by the laws of the State of Washington and the Federal Arbitration Act, without regard to conflicts of law provisions, and you hereby consent to the exclusive jurisdiction of the state and federal courts sitting in the State of Washington. b) Complete Agreement. This Agreement shall constitute the complete and exclusive agreement between us, notwithstanding any variance with any purchase order or other written instrument submitted by you, whether formally rejected by RN or not. The acceptance of any purchase order is you place is expressly made conditional on your consent to the terms set forth herein. The terms and conditions contained in this Agreement may not be modified by you except in a writing duly signed by you and an authorized representative of RN. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.Copyright © 1995-2001 RealNetworks, Inc. and/or its suppliers and licensors. 2601 Elliott Ave., Suite 1000, Seattle, Washington 98121 U.S.A. All rights reserved. RealOne, RealOne Player, RealNetworks, RealAudio, RealVideo, RealMedia, RealSystem, RealPlayer, RealJukebox, RealOne Player for Pocket PC and RealOne Services are registered trademarks or trademarks of RealNetworks, Inc. EXHIBIT AREALNETWORKS, INC.TERMS OF SERVICE FOR REALONE SERVICESTerms of Service for RealOne ServicesIMPORTANT -- READ CAREFULLY: These Terms of Service for RealOne Services ("Agreement") is a legal agreement between you (either an individual or an entity) and RealNetworks, Inc. and its suppliers and licensors (collectively "RN" or "RealNetworks") for the RealNetworks RealOne Services ("Services"). The Services include product upgrades, support and access to content as described. You may only receive the Services if you are a Service subscriber in good standing with a valid, authorized credit card on file with RealNetworks, or if you are in the trial period of the Services. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT PURCHASE OR USE THE SERVICES. YOU AGREE THAT YOUR USE OF THE SERVICES ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.THE SERVICES MAY BE PROVIDED TO YOU ON A FREE OR TRIAL BASIS AT THE SOLE DISCRETION OF REALNETWORKS.YOUR USE OF THE REALONE PLAYER SOFTWARE WILL BE GOVERNED BY THE REALONE PLAYER LICENSE AGREEMENT ACCOMPANYING THE SOFTWARE, AN ELECTRONIC COPY OF WHICH WILL BE INSTALLED IN THE APPROPRIATE RN PRODUCT FOLDER ON YOUR COMPUTER UPON INSTALLATION OF THE SOFTWARE. 1. PAYMENT & SERVICES. Following the expiration of a trial period that may be provided to you in the sole discretion of RealNetworks, you agree to pay RealNetworks the monthly service charges for your use of the Services using a valid credit card, plus any applicable taxes, in accordance with the billing terms and prices in effect at the time the fee or charge becomes payable. You authorize RN to automatically bill the charge card you provide each month, or withdraw funds via electronic transfer from your checking account (depending on what type of charge card you are using), until you cancel the Services. Payments are billed in advance at the beginning of the applicable month. All payments are completely non-refundable. You may cancel the Services at any time, but RN will not refund any remaining portion of your subscription fees, including any minimum commitments, already billed to your account. You agree to provide RN with a valid credit card and accurate, complete and updated information required by the subscription registration form. Failure to comply may result in the immediate termination of Services. RN will assess an additional 1.5% (or the highest amount allowed by law, whichever is lower) per month late charge if your payment is more than 30 days past due. That amount is also due immediately. You are responsible and liable for any fees, including attorney and collection fees, that RN may incur in its efforts to collect any remaining balances from you. You also agree that you will be billed for and will pay any outstanding balances if you cancel the Services, or the Services are terminated. You agree to notify RN about any billing problems or discrepancies within 90 days after they first appear on your account statement. If you do not bring them to RN's attention within 90 days, you agree that you waive your right to dispute such problems or discrepancies. During your subscription period, you will be entitled to receive: (1) premium Content (as defined below); (2) any generally available RealOne Player upgrades released during your subscription period; and (3) RealOne Player support services as described at http://service.real.com/help/call.html. You understand that all information, audio, video, musical compositions, multimedia presentations, images, artwork, data, text, software, sound, photographs, graphics, messages or other materials (collectively, "Content") provided in conjunction with the Services are the sole responsibility of the entity from which such Content originated and not RN. You understand that by using the Service and accessing the Content, you may be exposed to Content that you may find objectionable; it is your responsibility to determine which Content meets your standards. UNDER NO CIRCUMSTANCES WILL RN BE LIABLE IN ANY WAY FOR ANY CONTENT THAT YOU HAVE ACCESS TO DURING YOUR SUBSCRIPTION PERIOD, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, QUALITY OF THE CONTENT, AVAILABILITY OF THE CONTENT, THE SUBJECT MATTER OF THE CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT PROVIDED AS PART OF THE SERVICE. 2. YOUR RIGHT TO CANCEL REALONE SERVICES You may cancel the RealOne Services at any time. You will not receive any refund or partial refund for any charges already billed to your account. In the event you signed up for a minimum commitment period, you will be responsible for all charges for the entire minimum commitment period. You may cancel the services by accessing your RealNetworks account at www.real.com. Cancellation instructions are available through the 'Manage My Membership' Options on the My Account Main page. Further, you may contact RealNetworks by phone at 1-888-768-3248 (from the United States or Canada), or 1-206-674-2650 from other locations. You understand and agree that cancellation of your subscription is your sole right and remedy with respect to any dispute with RN. This includes, but is not limited to, any dispute related to, or arising out of: (1) any term of this Agreement or RN's enforcement or application of this Agreement; (2) any policy or practice of RN, including any RN Privacy Policy, or RN's enforcement or application of these policies; (3) the Content available through RN or the Internet or any change in Content provided through RN; (4) your ability to access and/or use the Content; (5) any RealNetworks Software or Content provided by or through RealNetworks; or (6) the amount or type of fees, applicable taxes, billing methods, or any change to the fees, applicable taxes, or billing methods.3. REALNETWORKS' RIGHT TO TERMINATE OR MODIFY SERVICES RN may modify the terms of this Agreement or the Services, including but not limited to the price, content or nature of the Services, upon notice to you. In the event RN modifies the Agreement or the Services, you may terminate the Services. RN may terminate this Agreement and any Services at any time upon notice to you, provided that you will be entitled to receive the Services for any period for which you have already paid, or a pro-rata refund at RN's sole discretion. RN may provide notice by e-mail or by publishing the changes on its website. This Agreement will automatically terminate if you fail to comply with any term. No notice shall be required from RN to effect such termination. Upon any termination of this Agreement (whether by you or RN), you shall immediately discontinue use of the Services. Your obligation to pay accrued charges and fees shall survive any termination of this Agreement.4. SERVICE USE RESTRICTIONS.a) You agree that you shall only use the Services and Content in a manner that complies with all applicable laws in the jurisdictions in which you use the Services and Content, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights. Except as specifically authorized herein, you may not: (i) permit other individuals to use the Content and Services; (ii) modify, translate, distribute or create derivative works of the Content or the Services; (iii) copy or redistribute the Content; (iv) rent, lease, transfer, or otherwise transfer rights to the Content or the Services; (v) remove any proprietary notices or labels on the Content or Service; and (vi) add to, alter, delete from, or otherwise modify the Content. b) You may only use the Services and Content for your private, non-commercial use. You may not use the Services or Content in any way to provide, or as part of, any commercial service or application. All Content, including but not limited to that is streamed, downloaded or copied using the Services are protected by the U.S. copyright laws and related laws of other jurisdictions, and are for your own personal use only. You may not, under any circumstances, distribute Content to third parties, or broadcast or perform the Content outside your normal circle of family and social acquaintances. c) You may not attempt to, in conjunction with, any device, software program or service, circumvent technological measures employed to control access to, or the rights in, a Content file. The Service embodies a copy management system required by the laws of the United States, and you may not circumvent or attempt to circumvent this system by any means.d) In addition to any other remedies available in equity or law to RN and RN's Content suppliers, failure to comply with any of the terms and conditions in this Section 4 Service Use Restrictions shall immediately terminate your license to the Content and the Services.5. PERSONAL INFORMATION AND PRIVACY Personal information you provide to RealNetworks is governed by RealNetworks Privacy Policy at http://www.realnetworks.com/company/privacy/index.html. Your election to use the free or paid Software and Services, indicates your acceptance of the terms of the RealNetworks Privacy Policy, so please review it carefully if you have any questions about RealNetworks treatment of personal information you provide to us. To summarize key terms of the RealNetworks Privacy Policy: Information collected during product purchase, trial sign up and product registration includes name, e-mail address, age, gender, location information, product and service information, information on software downloads and updates, systems information, content preferences, purchase information and credit card billing information. The information is stored locally on a user's personal computer and on RealNetworks servers and is sent to and from such servers as part of routine product communications that enable RealOne Player functionality.RealNetworks uses this information to:a) Verify access rights to premium content, services or software. b) To provide you with information about products, services, news and events. c) To allow you to purchase and download products and services.d) To provide you with advertising, promotions and special offers we feel you may be interested in based on content preferences and other information you provide to us.e) To provide you with personalized content programming, instructions and services (such as local radio stations or to retain a list of your recently played stations).f) For license reporting, billing, royalty payments and assessment of service levels.g) To better understand on an aggregated basis how our products are used, traffic patterns and what types of content and services are most popular with users of our products and services.This information is treated according to the RealNetworks Privacy Policy at http://www.realnetworks.com/company/privacy/index.html. If you have questions about our Privacy Policy, please e-mail us at privacy@real.com. You are responsible for maintaining the confidentiality of your password and account information. You are responsible for all activities that occur in your account and you agree to notify RealNetworks immediately of any unauthorized account use. RealNetworks is in no way responsible for any loss that you may incur as a result of any unauthorized use of your user account and password.6. E-MAIL NOTIFICATION. To let you know what new Content and Services are available from time to time, RN will send you e-mail describing the latest Content and how to get access to the Content. You agree that as a Service subscriber, RN may send you such e-mail to the address you provide. Because this e-mail is necessary for you to receive the Services, you will receive this e-mail even if you have opted out of receiving other e-mail from RN. If you do not want to receive this e-mail, you may cancel the Service at any time as provided in this Agreement, or opt out of the RealOne Service e-mail as provided in each e-mail. 19