REALNETWORKS, INC.

END USER LICENSE AGREEMENT

REALNETWORKS PRODUCTS
REDISTRIBUTION NOT PERMITTED
Software License for RealNetworks Products
IMPORTANT -- READ CAREFULLY BEFORE USING THIS SOFTWARE: This License Agreement f
or certain RealNetworks Products ("License Agreement") is a legal agreement betw
een you (either an individual or an entity) and RealNetworks, Inc. and its suppl
iers and licensors (collectively "RN" or "RealNetworks") for the RealNetworks so
ftware 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"): R
ealOne ( "RealOne Player"), RealPlayer, RealJukebox and RealOne Player for Pocke
t PC. You may install only ONE copy of the Software. By clicking on the "Accep
t" 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 TH
E SOFTWARE.
YOU AGREE TO BE BOUND BY THE "TERMS OF SERVICE FOR REALONE SERVICES" ATTACHED HE
RETO AS EXHIBIT A.
PERSONAL INFORMATION YOU PROVIDE TO REALNETWORKS IS GOVERNED BY THE REALNETWORKS
PRIVACY POLICY AT http://www.realnetworks.com/company/privacy/index.html
YOU AGREE THAT YOUR USE OF THE SOFTWARE ACKNOWLEDGES THAT YOU HAVE READ THIS LIC
ENSE, 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 PROVI
DED 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 SH
ALL HAVE NO LIABILITY FOR YOUR USE OF THIRD PARTY SOFTWARE.

1. GRANT OF LICENSE. RN hereby grants to you a non-exclusive license to us

e the Software and any related documentation ("Documentation") subject to the fo
llowing terms:
a) You may: (i) use the Software on any single computer; (ii) use the Softw
are 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, p
rovided any copy must contain all of the original Software's proprietary notices
.
b) The Software may include certain plug-in components ("Plug-Ins"), includ
ing the ActiveX Control, Java plug-in, and RA XTRA plug-in. You may only call t
o 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 dire
ct use of Plug-Ins through a non-RN proprietary application, including a custom
or user-written application is prohibited by this License Agreement.
c) RN may modify this License Agreement with respect to free versions of th
e Software upon 14 days written notice to you, including notice via the communic
ations features described below.
2. LICENSE RESTRICTIONS.
a) You may not: (i) permit other individuals to use the Software except und
er 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; (ii
i) copy the Software or Documentation (except for back-up or archival purposes);
(iv) rent, lease, transfer, or otherwise transfer rights to the Software or Doc
umentation; (v) remove any proprietary notices or labels on the Software or Docu
mentation; or (vi) use the MP3 encoder in real time broadcasting (terrestrial, s
atellite, cable or other media) or broadcasting via the internet or other networ
ks, such as, but not limited to, intranets. You also may not use the RealJukebo
x MP3 encoder in pay-audio or audio-on-demand applications. Any such forbidden
use shall immediately terminate your license to the Software. The recording, pl
ayback and download features of the Software are intended only for use with publ
ic domain or properly licensed content and content creation tools. You may requ
ire a patent, copyright, or other license from a third party to create, copy, do
wnload, record or save content files for playback by this Software or to serve o
r 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 restricti
ons 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 servic
e or application. Copies of content files, including, but not limited to songs a
nd other audio recordings, which are downloaded or copied using the Software, an
d 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 de
vice, program or service designed to circumvent technological measures employed
to control access to, or the rights in, a content file or other work protected b
y 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 thi
s system by any means.
3. COPIES OF SOFTWARE AND ENHANCEMENTS. If you receive the first copy of t
he Software electronically and a second copy on physical media (e.g., CD, disket
te, 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 an
y right to any enhancement or update.
4. ALPHA RELEASE VERSIONS. In the event that the Software is a alpha relea
se version, the terms of this Section shall apply. Your license to use the Soft
ware expires 45 days after installation (or such other period as indicated by th
e Software) and the Software may cease to function. The Software you are receivi
ng may contain more or less features than the commercial release of the RN Produ
ct that RN intends to distribute. While RN intends to distribute a commercial r
elease of the Software, RN reserves the right at any time not to release a comme
rcial 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 re
lease versions are not suitable for production use and may contain errors affect
ing their proper operation. You agree that you will not do anything to circumve
nt 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 ot
her 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 comme
rcial 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 an
y time not to release a commercial release of the Software or, if released, to a
lter 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 p
roduction use and may contain errors affecting their proper operation. You agre
e 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 var
iety of communications over the Internet as part of their normal operation. A n
umber of communications features are automatic and are enabled by default. By in
stalling 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 t
o access your regular account, premium content, non-premium content, services, f
eatures, and other personalized services. RN may match the user id to personally
identifiable information in order to provide you with products, services, and s
oftware that you're entitled to and to provide you with relevant information. Yo
u are responsible for any telecommunications or other connectivity charges incur
red 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 th
e website's content through the Software, unless you have disabled cookies. If y
ou 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 prope
rly. 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 n
ew versions. AutoUpdate also has the capability to run independently of RealOne
Player to perform background update checks. RN may download updates during the b
ackground checks, when RealOne Player automatically communicates with RN's serve
rs, when you manually check for updates, or when RealOne Player detects a file i
t does not support. AutoUpdate sends information about installed RealNetworks' p
roducts 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 t
he Tools menu, select Preferences, Automatic Services, AutoUpdate, and then de-s
elect "Automatically download and install software updates." However, as we desc
ribe above, certain updates to RealOne Player functionality will happen automati
cally and without advance notification.
d) Message Center: The RealOne Player software, using Message Center, automatica
lly communicates with RN's servers to check for new important messages, includin
g software updates and service bulletins. Message Center can also run independe
ntly of RealOne Player to perform background new message checks. Message Center
sends information about installed RealNetworks' products and components to the s
ervers to allow receipt of suitable product update and other messages. Message C
enter 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 frequenc
y messages are checked by following these steps: On the View menu, select 'Messa
ge Center'; The Messaging Center dialog appears; On Options, select 'Delivery Pr
eferences' and select the desired preferences. If you sign up for services that
send messages more often than the frequency you have selected, your frequency se
lection 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 m
essages and opt-in to receive other personalized messages, depending on your cat
egories of interest. Receipt of upgrade information is not optional.
7. SCHEDULER. An application Scheduler, known as "realsched.exe," is instal
led 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 per
form their tasks at pre-scheduled intervals. The Scheduler is also used to autom
atically launch RealNetworks' Media Type Helper. The Media Type Helper ensures t
he system is configured for correct operation of the RealOne Player with Multi-P
urpose Internet Mail Extensions ("MIME") types, file extensions, Internet protoc
ols 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 s
ubstitute its own association. You can configure the Scheduler to only launch ce
rtain services such as AutoUpdate , Message Center, and Media Type Helper when R
ealOne Player is running by following these steps: On the Tools menu, select 'Pr
eferences', Automatic Services , then choose the services you want to run while Rea
lOne Player is not running.

8. DIGITAL RIGHTS MANAGEMENT SYSTEMS ("DRMs").

a) The Software includes a DRM called the RealSystem Media Commerce Update Softw
are ("Media Commerce Software") and may include third party DRMs as Plug-in comp
onents, which are subject to their own license agreements. DRMs are designed to
manage and enforce intellectual property rights in digital content purchased ov
er the Internet. You may not take any action to circumvent or defeat the securit
y 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 revoc
ation of your content. RN is not responsible for any communications to or from a
ny third party DRM provider, or for the collection or use of information by thir
d party DRMs. You consent to the communications enabled and/or performed by the
DRM, including automatic updating of the DRM without further notice, despite th
e 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 containe
d in this Software to protect the integrity of their content("Secure Content") s
o that their intellectual property, including copyright, in such content is not
misappropriated. Owners of such Secure Content ("Secure Content Owners") may, f
rom time to time, request RN or its suppliers to provide security related update
s to the DRM components of the Software ("Security Updates") that may affect you
r ability to copy, display and/or utilize the Software. You therefore agree tha
t, if you elect to download a license from the Internet which enables your use o
f Secure Content, RN or its suppliers may, in conjunction with such license, als
o download onto your computer such Security Updates that a Secure Content Owner
has requested that RN or its suppliers distribute. Unless notification is provi
ded to you, RN and its suppliers will not retrieve any personally identifiable i
nformation, or other information, from your computer by downloading such Securit
y Updates.
c) The Media Commerce Software allows you to receive and playback content t
hat has been digitally secured by a content provider. The Media Commerce Softwar
e 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 comput
er to the RealNetworks download server. Once the software is installed, informa
tion 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 musi
c or video file) in RealOne Player, information about your specific Media Commer
ce Software installation and hardware will be sent to the content provider for i
nclusion in the pass. This installation and hardware information will be scramb
led 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. R
ealNetworks' use of any personal information is governed by the RealNetworks pri
vacy policy (http://www.realnetworks.com/company/privacy/index.html). RealNetwo
rks does not share with third parties any personal information you provide in co
nnection with our products without first obtaining your informed consent.
4. Financial information: Media Commerce Software does not interact with the pro
cess of secure financial transactions, e.g. credit card transactions. These tra
nsactions are handled by the website providing the content and are governed by t
hat party's privacy policy.
5. Usage information: RealNetworks may keep statistics on the aggregated anonymo
us use of the Media Commerce Software. However, content partners using the Medi
a Commerce Software will not provide RealNetworks with information on specific c
ontent for which an individual user obtains passes.
9. TITLE. Title, ownership, rights, and intellectual property rights in an
d to the Software and Documentation shall remain in RN and/or its suppliers. Th
e Software and the Services are protected by the copyright laws of the United St
ates and international copyright treaties. Title, ownership rights and intellec
tual property rights in and to the content accessed through the Software and the
Services ("Content") including the content contained in the Software media demo
nstration files, shall be retained by the applicable Content owner and may be pr
otected 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 app
ly:
LIMITED WARRANTY. RN warrants that for a period of ninety (90) days from the da
te of acquisition the Software, if operated as directed, will substantially achi
eve the functionality described in the Documentation. RN does not warrant howev
er 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 cont
aining the Software, if provided by RN, is free from defects in material and wor
kmanship and will so remain for ninety (90) days from the date you acquire the S
oftware.
(i) No Other Warranties. NO OTHER WARRANTIES: TO THE MAXIMUM EXTENT PERMITT
ED BY APPLICABLE LAW RN AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES EITHER E
XPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABI
LITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE, THE ACCOM
PANYING WRITTEN MATERIALS AND ANY ACCOMPANYING HARDWARE. If any modifications a
re made to the Software by you during the warranty period; if the media is subje
cted to accident abuse or improper use; or if you violate the terms of this Lice
nse Agreement, this warranty shall immediately terminate. This warranty shall n
ot 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 Softwa
re was designed to be used as described in the Documentation. THIS LIMITED WARR
ANTY GIVES YOU SPECIFIC LEGAL RIGHTS; YOU MAY HAVE OTHER RIGHTS THAT VARY FROM S
TATE/JURISDICTION TO STATE/JURISDICTION.
(ii) Customer Remedies. RN's sole liability for a breach of this warranty sh
all 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 f
orth 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 re
paired 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 app
licable. Only if you inform RN of the problem with the Software during the appl
icable warranty period and provide evidence of the date you acquired the Softwar
e will RN be obligated to honor this warranty.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY WHETH
ER IN TORT CONTRACT OR OTHERWISE SHALL RN OR ITS SUPPLIERS OR RESELLERS BE LIABL
E TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENT
IAL DAMAGES OF ANY CHARACTER INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GO
ODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION OR ANY AND ALL OTHER COMM
ERCIAL 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 PAI
D TO RN FOR THE SOFTWARE AND DOCUMENTATION. BECAUSE SOME STATES/JURISDICTIONS D
O NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDE
NTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
(b) For the Free, Trial, Pre-Release, Alpha, and Beta versions of RN Product
s, the Services and the Content, the following terms apply:
DISCLAIMER OF WARRANTY & LIMIT OF LIABILITY. THE SOFTWARE, DOCUMENTATION, SERVI
CES AND CONTENT ARE PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, RN FURTHER DISCLAIMS ALL WARRANTIES, INCLUD
ING 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 WIT
H YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RN
BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTH
ER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINE
SS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNI
ARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SO
FTWARE, THE SERVICES OR THE CONTENT, EVEN IF RN HAS BEEN ADVISED OF THE POSSIBIL
ITY 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 T
HE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES,
THE ABOVE LIMITATION MAY NOT APPLY TO YOU. RN DOES NOT ENDORSE, WARRANT OR GUA
RANTEE ANY CONTENT PROVIDED BY OR THROUGH RN.
11. INDEMNIFICATION. This Software and the Services are intended for use on
ly with properly licensed media, content, and content creation tools. It is you
r responsibility to ascertain whether any copyright, patent or other licenses ar
e 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 on
ly 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 loss
es, damages, fines and expenses (including attorneys' fees and costs) arising ou
t of or relating to any claims that you have (i) viewed, downloaded, encoded, co
mpressed, 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 a
rising 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 ef
fect such termination. You may also terminate this License Agreement at any tim
e by notifying RN in writing of termination. Upon any termination of this Licen
se Agreement, you shall immediately discontinue use of the Software and shall wi
thin 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. Yo
ur obligation to pay accrued charges and fees shall survive any termination of t
his License Agreement.
13. NO ASSIGNMENT. This Agreement is personal to you, and may not be assign
ed without RN's express written consent. In the event that you are an entity th
at 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 t
he date on which any public announcement is made. If RN does not consent to ass
ignment of this License Agreement to the new or acquiring entity in such merger
or acquisition, RN may terminate this License Agreement on thirty (30) days' wri
tten notice. Both parties shall perform under this License Agreement until such
termination is effective.
14. TECHNICAL SUPPORT. Technical support for the Software, as made availabl
e by RN, is described at RN's technical support website: http://service.real.co
m.
15. U.S. GOVERNMENT RESTRICTED RIGHTS AND EXPORT RESTRICTIONS. U.S. GOVERNM
ENT RESTRICTED RIGHTS: This Software and documentation are provided with RESTRI
CTED RIGHTS. Use, duplication or disclosure by the Government is subject to res
trictions 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 DFAR
S 252.227-7013, and in similar clauses in the NASA FAR supplement, as applicable
. Manufacturer is RealNetworks, Inc./2601 Elliott, Suite 1000/Seattle, Washingt
on 98121. You are responsible for complying with all trade regulations and laws
both foreign and domestic. You acknowledge that none of the Software or underl
ying information or technology may be downloaded or otherwise exported or re-exp
orted (i) into Afghanistan (Taliban-controlled areas), Cuba, Iran, Iraq, Libya,
North Korea, Serbia (except Kosovo), Sudan and Syria or any other country subjec
t 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 a
nd 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 c
ontrols. 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"), ple
ase see the BXA homepage (http://www.bxa.doc.gov).
16. IMPORTANT--MISCELLANEOUS.
a) Arbitration & Jurisdiction. You and RN agree that the exclusive remedy for a
ll disputes and claims relating in any way to, or arising out of, this License A
greement, 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 ot
her alleged act or omission by you or RN toward the other, shall be final and bi
nding arbitration. The arbitration shall be conducted under the Commercial Arbi
tration Rules of the American Arbitration Association ("AAA") before a panel of
three arbitrators and conducted in the State of Washington. You and RN also agre
e that the AAA Optional Rules for Emergency Measures of Protection shall apply t
o the proceedings. You and RN may litigate in court only to compel arbitration u
nder this License Agreement or to confirm, modify, vacate or enter judgment on t
he award rendered by the arbitrators. To the extent that you have breached or ha
ve indicated your intention to breach this License Agreement in any manner which
violates or may violate RN's intellectual property rights, or may cause continu
ing or irreparable harm to RN (including, but not limited to, any breach that ma
y 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 de
mand for arbitration with the AAA within ONE (1) YEAR after the date the party a
sserting 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 o
ne-year limitations period for asserting claims, the claim must be asserted with
in the shortest time period in excess of one year that is permitted by applicabl
e law.). To the fullest extent permitted by applicable law: no arbitration und
er 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, judici
al or similar proceeding may be given preclusive or collateral estoppel effect i
n 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 wei
ght in any arbitration hereunder (unless determined in another proceeding betwee
n you and RN). This License Agreement shall be governed by the laws of the Stat
e of Washington and the Federal Arbitration Act, without regard to conflicts of
law provisions, and you hereby consent to the exclusive jurisdiction of the stat
e and federal courts sitting in the State of Washington.
b) Complete Agreement. This License Agreement shall constitute the complete an
d exclusive agreement between us, notwithstanding any variance with any purchase
order or other written instrument submitted by you, whether formally rejected b
y RN or not. The acceptance of any purchase order is you place is expressly mad
e conditional on your consent to the terms set forth herein. The terms and cond
itions contained in this License Agreement may not be modified by you except in
a writing duly signed by you and an authorized representative of RN. If any pro
vision of this License Agreement is held to be unenforceable for any reason, suc
h provision shall be reformed only to the extent necessary to make it enforceabl
e, and such decision shall not affect the enforceability of such provision under
other circumstances, or of the remaining provisions hereof under all circumstan
ces. This License Agreement will not be governed by the United Nations Conventi
on of Contracts for the International Sale of Goods, the application of which is
hereby expressly excluded.
Copyright (c) 1995-2001 RealNetworks, Inc. and/or its suppliers and licensors.
2601 Elliott Ave., Suite 1000, Seattle, Washington 98121 U.S.A. All rights rese
rved. RealOne, RealOne Player, RealNetworks, RealAudio, RealVideo, RealMedia, R
ealSystem, RealPlayer, RealJukebox, RealOne Player for Pocket PC and RealOne Ser
vices are registered trademarks or trademarks of RealNetworks, Inc.

EXHIBIT A
REALNETWORKS, INC.
TERMS OF SERVICE FOR REALONE SERVICES
Terms of Service for RealOne Services
IMPORTANT -- READ CAREFULLY: These Terms of Service for RealOne Services ("Agree
ment") is a legal agreement between you (either an individual or an entity) and
RealNetworks, Inc. and its suppliers and licensors (collectively "RN" or "RealNe
tworks") for the RealNetworks RealOne Services ("Services"). The Services inclu
de product upgrades, support and access to content as described. You may only r
eceive the Services if you are a Service subscriber in good standing with a vali
d, 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 AGR
EEMENT, 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 DISCRET
ION OF REALNETWORKS.
YOUR USE OF THE REALONE PLAYER SOFTWARE WILL BE GOVERNED BY THE REALONE PLAYER L
ICENSE AGREEMENT ACCOMPANYING THE SOFTWARE, AN ELECTRONIC COPY OF WHICH WILL BE
INSTALLED IN THE APPROPRIATE RN PRODUCT FOLDER ON YOUR COMPUTER UPON INSTALLATIO
N OF THE SOFTWARE.
1. PAYMENT & SERVICES.
Following the expiration of a trial period that may be provided to you i
n 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 an
y 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 tr
ansfer 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 b
eginning of the applicable month. All payments are completely non-refundable. Y
ou may cancel the Services at any time, but RN will not refund any remaining por
tion of your subscription fees, including any minimum commitments, already bille
d to your account. You agree to provide RN with a valid credit card and accurat
e, complete and updated information required by the subscription registration fo
rm. 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, whichev
er 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 f
ees, 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 bille
d for and will pay any outstanding balances if you cancel the Services, or the S
ervices are terminated. You agree to notify RN about any billing problems or dis
crepancies 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 waiv
e your right to dispute such problems or discrepancies.
During your subscription period, you will be entitled to receive: (1) premium C
ontent (as defined below); (2) any generally available RealOne Player upgrades r
eleased 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, imag
es, artwork, data, text, software, sound, photographs, graphics, messages or oth
er materials (collectively, "Content") provided in conjunction with the Services
are the sole responsibility of the entity from which such Content originated an
d not RN. You understand that by using the Service and accessing the Content, y
ou may be exposed to Content that you may find objectionable; it is your respons
ibility 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 MA
TTER 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 a
ny 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 s
ervices by accessing your RealNetworks account at www.real.com. Cancellation in
structions are available through the 'Manage My Membership' Options on the My Ac
count Main page. Further, you may contact RealNetworks by phone at 1-888-768-32
48 (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 rig
ht and remedy with respect to any dispute with RN. This includes, but is not li
mited to, any dispute related to, or arising out of: (1) any term of this Agree
ment or RN's enforcement or application of this Agreement; (2) any policy or pra
ctice 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 RealNe
tworks; 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 lim
ited to the price, content or nature of the Services, upon notice to you. In th
e event RN modifies the Agreement or the Services, you may terminate the Service
s. 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 f
or which you have already paid, or a pro-rata refund at RN's sole discretion. R
N 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 terminati
on of this Agreement (whether by you or RN), you shall immediately discontinue u
se of the Services. Your obligation to pay accrued charges and fees shall survi
ve 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 c
omplies with all applicable laws in the jurisdictions in which you use the Servi
ces and Content, including, but not limited to, applicable restrictions concerni
ng copyright and other intellectual property rights. Except as specifically auth
orized herein, you may not: (i) permit other individuals to use the Content and
Services; (ii) modify, translate, distribute or create derivative works of the C
ontent or the Services; (iii) copy or redistribute the Content; (iv) rent, lease
, transfer, or otherwise transfer rights to the Content or the Services; (v) rem
ove 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 us
e. 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 t
he 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 Conten
t to third parties, or broadcast or perform the Content outside your normal cir
cle 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 requi
red by the laws of the United States, and you may not circumvent or attempt to c
ircumvent this system by any means.
d) In addition to any other remedies available in equity or law to RN and RN's C
ontent 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 Pr
ivacy Policy at http://www.realnetworks.com/company/privacy/index.html. Your ele
ction to use the free or paid Software and Services, indicates your acceptance o
f 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: Inf
ormation collected during product purchase, trial sign up and product registrat
ion includes name, e-mail address, age, gender, location information, product an
d service information, information on software downloads and updates, systems in
formation, content preferences, purchase information and credit card billing inf
ormation. The information is stored locally on a user's personal computer and o
n RealNetworks servers and is sent to and from such servers as part of routine p
roduct 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 prov
ide to us.
e) To provide you with personalized content programming, instructions and serv
ices (such as local radio stations or to retain a list of your recently played s
tations).
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, traf
fic 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 acc
ount information. You are responsible for all activities that occur in your acc
ount and you agree to notify RealNetworks immediately of any unauthorized accoun
t 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, R
N will send you e-mail describing the latest Content and how to get access to th
e 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 receiv
ing other e-mail from RN. If you do not want to receive this e-mail, you may ca
ncel the Service at any time as provided in this Agreement, or opt out of the Re
alOne Service e-mail as provided in each e-mail.

THE FOLLOWING TERMS APPLY TO YOUR USE OF GRACENOTE TECHNOLOGY:

This application contains software from CDDB, Inc. of Berkeley, California d/b/a
Gracenote ( Gracenote ). The software from Gracenote (the Gracenote CDDB Client ) enab
les this application to do online disc identification and obtain music-related i
nformation, including name, artist, track, and title information ( Gracenote Data )
from online servers ( Gracenote CDDB Servers ) and to perform other functions. You
may use Gracenote Data only by means of the intended End User functions of this
application software.
You agree that you will use Gracenote Data, the Gracenote CDDB Client, and Grace
note CDDB Servers for your own personal non-commercial use only. You agree not t
o assign, copy, transfer or transmit the Gracenote CDDB Client or any Gracenote
Data to any third party. YOU AGREE NOT TO USE OR EXPLOIT GRACENOTE DATA, THE GRA
CENOTE CDDB CLIENT, OR GRACENOTE CDDB SERVERS, EXCEPT AS EXPRESSLY PERMITTED HER
EIN.
You agree that your non-exclusive license to use the Gracenote Data, the Graceno
te CDDB Client, and Gracenote CDDB Servers will terminate if you violate these r
estrictions. If your license terminates, you agree to cease any and all use of t
he Gracenote Data, the Gracenote CDDB Client, and Gracenote CDDB Servers. Gracen
ote reserves all rights in Gracenote Data, the Gracenote CDDB Client, and the Gr
acenote CDDB Servers, including all ownership rights. You agree that CDDB, Inc.
may enforce its rights under this Agreement against you directly in its own name
.
The Gracenote CDDB Client and each item of Gracenote Data are licensed to you AS
IS. Gracenote makes no representations or warranties, express or implied, regardi
ng the accuracy of any Gracenote Data. Gracenote reserves the right to delete da
ta from the Gracenote CDDB Servers or to change data categories for any cause th
at Gracenote deems sufficient. No warranty is made that the Gracenote CDDB Clien
t or Gracenote CDDB Servers are error-free or that functioning of Gracenote CDDB
Client or Gracenote CDDB Servers will be uninterrupted. Gracenote is not obliga
ted to provide you with any new enhanced or additional data types or categories
that Gracenote may choose to provide in the future and is free to discontinue it
s online services at any time.
GRACENOTE DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITE
D TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, T
ITLE, AND NON-INFRINGEMENT. Gracenote does not warrant the results that will be
obtained by your use of the Gracenote CDDB Client or any Gracenote CDDB Server.
IN NO CASE WILL GRACENOTE BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES
OR FOR ANY LOST PROFITS OR LOST REVENUES.