END USER LICENSE AGREEMENT REALNETWORKS PRODUCTS AND SERVICES REDISTRIBUTION NOT PERMITTED License for RealNetworks Products and Services IMPORTANT -- READ CAREFULLY BEFORE USING THIS SOFTWARE: This License Agreement f or certain RealNetworks Products and Services ("License Agreement" or "Agreement ") is a legal agreement between you (either an individual or an entity) and Real Networks, Inc. and its suppliers and licensors (collectively "RN" or "RealNetwor ks") for: the RealNetworks software which may include components provided by sup pliers and licensors to RN ("Software") and/or RealNetworks services ("Services" ). The Software may include any of the following RealNetworks products includin g any combination of such products and Alpha, Beta, trial, pre-release, free, pa y and premium versions of the products (collectively, "RN Products"): RealPlayer , RealPlayer Plus, RealJukebox and RealPlayer for Pocket PC. You may install on ly ONE copy of the Software. The Services may include RN's Real 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 standi ng with a valid, authorized credit card on file with RealNetworks, or if you are in the trial period of the Services. By clicking on the "Accept" button, insta lling, copying or otherwise using the Software, you agree to be bound by the ter ms 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. FOR YOUR USE OF REAL SERVICES, YOU AGREE TO BE BOUND BY THE "TERMS OF SERVICE" A TTACHED HERETO AS EXHIBIT A. PERSONAL INFORMATION YOU PROVIDE TO REALNETWORKS IS GOVERNED BY THE REALNETWORKS PRIVACY POLICY AT YOU AGREE THAT YOUR USE OF THE SOFTWARE AND/OR SERVICES ACKNOWLEDGES THAT YOU HA VE READ THIS LICENSE AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERM S 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, 0,, rpnphelper,,, realplay.exe, nppl3260.

dll, rmoc3260.dll, embd3260.dll,, 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 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 he Software electronically te, etc.), the second copy transferred to or used by y right to any enhancement AND ENHANCEMENTS. If you receive the first copy of t and a second copy on physical media (e.g., CD, disket may be used for archival purposes only and may not be any other person. This license does not grant you an or update.

4. ALPHA RELEASE VERSIONS. In the event that the Software is an alpha rele ase version, the terms of this Section shall apply. Your license to use the Sof tware expires 45 days after installation (or such other period as indicated by t

he Software) and the Software may cease to function. The Software you are receiv ing may contain more or less features than the commercial release of the RN Prod uct 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 comm ercial release of the Software or, if released, to alter features, specification s, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the commercial release. You agree that the alpha r elease versions are not suitable for production use and may contain errors affec ting their proper operation. You agree that you will not do anything to circumv ent or defeat the features designed to stop the Software from operating after th e 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 Real services may not function properly . To learn more, visit the RealNetworks Privacy Policy link on our website at ht tp:// c) AutoUpdate: The RealPlayer, using AutoUpdate, automatically communicates with RN's servers on the Internet to check for updates to RN's and RN partner's soft ware, such as bug fixes, patches, enhanced functions, missing plug-ins and new v ersions. AutoUpdate also has the capability to run independently of RealPlayer t o perform background update checks. RN may download updates during the backgroun d checks, when RealPlayer automatically communicates with RN's servers, when you manually check for updates, or when RealPlayer detects a file it does not suppo rt. AutoUpdate sends information about installed RealNetworks' products and comp onents to the servers to determine upgrade availability. If you prefer to be not ified when an auto-update is performed, follow these steps: On the Tools menu, s

elect Preferences, AutoUpdate, and then de-select "Automatically download and in stall software updates." d) Message Center: The RealPlayer software, using Message Center, automatically communicates with RN's servers to check for new important messages, including so ftware updates and service bulletins. Message Center can also run independently of RealPlayer to perform background message checks. Message Center sends inform ation about installed RealNetworks' products and components to the servers to de termine relevant software update messages. Message Center is set by default to c heck for messages once or twice a week and to display the headline portion of su ch messages when they arrive. You can change the way Message Center displays me ssages and the frequency with which it checks for new ones by following these st eps: on the View menu, select 'Message Center', then within Message Center, sele ct 'Options', select 'Preferences' and set your desired preferences. If you sign up for message topics that necessitate a greater frequency than you previously selected, your frequency setting may be adjusted to accommodate your topic choic es. e) Secure Content Consumption: The RealPlayer client may be required to send sta tistical data to servers regarding the consumption by an end user of content sec ured using the digital rights management technology contained in this Software t o protect the integrity of the content ("Secure Content"). This communication se rves to enable the content provider to calculate usage-based royalty amounts nee ding to be paid to owners of such Secure Content ("Secure Content Owners"). 7. SCHEDULER. An application Scheduler, known as "realsched.exe," is instal led along with RealPlayer. Once installed, it runs independently of RealPlayer. The Scheduler does not collect personal information or communicate with RealNetw orks' servers. It is used to remind AutoUpdate, Message Center and the Watch Fol ders feature to perform their tasks at pre-scheduled intervals. Scheduler also w atches for and alerts RealPlayer to connection and disconnection of portable dev ices. You can control these activities via the Automatic Services section of the Preferences dialog, located under the Tools menu. 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 third party DRM in any way, including revocatio n of your content. RN is not responsible for any communications to or from any t hird party DRM provider, or for the collection or use of information by third pa rty DRMs. You consent to the communications enabled and/or performed by the DRM , including automatic updating of the DRM without further notice, despite the pr ovisions 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 Secure Content so that thei r intellectual property, including copyright, in such content is not misappropri ated. 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 ("Sec urity 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 th e 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 U pdates that a Secure Content Owner has requested that RN or its suppliers distri bute. Unless notification is provided to you, RN and its suppliers will not ret rieve any personally identifiable information, or other information, from your c omputer by downloading such Security 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, RealPlay er must send certain anonymous information about the hardware on your computer t o the RealNetworks download server. Once the software is installed, information about your hardware will not be stored on any server. Hardware information wil l 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 RealPlayer, information about your specific Media Commerce S oftware installation and hardware will be sent to the content provider for inclu sion 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 RealPlayer or anywhere else on your computer. RealN etworks' use of any personal information is governed by the RealNetworks privacy policy ( RealNetworks does not share with third parties any personal information you provide in connec tion 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. (a) ly: WARRANTIES AND LIABILITIES. For the Pay and Premium versions of RN Products, the following terms app

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 Agreement to the new or acquiring entity in such merger or acqui sition, RN may terminate this Agreement on thirty (30) days' written notice. Bo th parties shall perform under this Agreement until such termination is effectiv e. 14. TECHNICAL SUPPORT. Technical support for the Software, as made availabl e by RN, is described at RN's technical support website: m/realplayer. 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 ( 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 Agreement , the Software or Services, or your use of the Software or Services shall be fin al and binding arbitration. The arbitration shall be conducted under the Commer cial Arbitration Rules of the American Arbitration Association ("AAA") and AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"). The arbitration shall take place in the State of Washington. To the fullest exte nt permitted by law: no arbitration under this License Agreement shall be joine d to any other arbitration, including any arbitration involving any other curren t or former licensee of RN; no class arbitration proceedings shall be permitted; no finding or stipulation of fact in any other arbitration, judicial or similar proceeding may be given preclusive or collateral estoppel effect in any arbitra tion 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 ar bitration hereunder (unless determined in another proceeding between you and RN) . Your arbitration fees and your share of arbitrator compensation will be limit ed to those set forth in the AAA's Consumer Rules with the remainder paid by RN. If such costs are determined to be excessive, RN will pay all arbitration fees and arbitrator compensation. You and RN may litigate in court only to compel a rbitration under this Agreement, stay proceedings pending arbitration, or to con firm, modify, vacate or enter judgment on the award rendered by the arbitrator(s ). You and RN hereby consent to the exclusive jurisdiction of the state and fed eral courts sitting in the State of Washington to enforce the provisions of this Section 16 and to resolve any disputes and claims cognizable in court relating in any way, or arising out of, this Agreement, the Software or Services or your use of the Software or Services. The court, not the arbitrator, shall determine arbitrability and enforce the arbitration agreements contained herein, includin g the prohibition on consolidated arbitrations and class arbitration. This Agre ement and all disputes and claims relating in any way to, or arising out of, thi s Agreement, the Software or Services or your use of the Software or Services sh all be governed by the laws of the State of Washington and the Federal Arbitrati on Act. b) Complete Agreement. This Agreement shall constitute the complete and exclus ive agreement between us, notwithstanding any variance with any purchase order o r 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 condit ional on your consent to the terms set forth herein. The terms and conditions c ontained in this Agreement may not be modified by you except in a writing duly s igned by you and an authorized representative of RN. If any provision of this A greement is held to be unenforceable for any reason, such provision shall be ref ormed only to the extent necessary to make it enforceable, and such decision sha ll not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. This Agreement wil l not be governed by the United Nations Convention of Contracts for the Internat ional Sale of Goods, the application of which is hereby expressly excluded. Copyright (c) 1995-2003 RealNetworks, Inc. and/or its suppliers and licensors. 2601 Elliott Ave., Suite 1000, Seattle, Washington 98121 U.S.A. All rights rese rved. RealPlayer, RealNetworks, RealSystem, RealPlayer Plus, RealJukebox, RealP layer for Pocket PC and Real Services are registered trademarks or trademarks of RealNetworks, Inc.

EXHIBIT A REALNETWORKS, INC. TERMS OF SERVICE Terms of Service for Real Services 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 RealPlayer upgrades relea sed during your subscription period; and (3) RealPlayer support services as desc ribed at You understand that all informa tion, audio, video, musical compositions, multimedia presentations, images, artw ork, data, text, software, sound, photographs, graphics, messages or other mater ials (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 b e 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 SUBSCRI PTION PERIOD, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONT ENT, 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 U SE OF ANY CONTENT PROVIDED AS PART OF THE SERVICE. 2. YOUR RIGHT TO CANCEL REAL SERVICES

You may cancel the Real 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 fo r all charges for the entire minimum commitment period. You may cancel the serv ices by accessing your RealNetworks account at in.html. Cancellation instructions are available through the 'Manage My Members hip' 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 1-206-674-265 0 from other locations. You understand and agree that cancellation of your subs cription is your sole right and remedy with respect to any dispute with RN. Thi s 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 Agreeme nt; (2) any policy or practice of RN, including any RN Privacy Policy, or RN's e nforcement or application of these policies; (3) the Content available through R N 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 prov ided by or through RealNetworks; or (6) the amount or type of fees, applicable t axes, billing methods, or any change to the fees, applicable taxes, or billing m ethods. 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 t o the Content and the Services. 5. PERSONAL INFORMATION AND PRIVACY

Personal information you provide to RealNetworks is governed by RealNetworks Pr ivacy Policy at 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. If you have questions about our Privacy Policy, please e-mail u s at 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 al Service e-mail as provided in each e-mail. THE FOLLOWING TERMS APPLY TO YOUR USE OF GRACENOTE TECHNOLOGY: The Software may contain technology and data from Gracenote of Berkeley, Califor nia ("Gracenote"). The technology from Gracenote (the "Gracenote Embedded Softwa re") enables the Software to perform disc identification and obtain music-relate d information, including name, artist, track, and title information ("Gracenote Data"). Data may come from Gracenote servers, data or software via the Internet or may come from an included Gracenote Database (the "Gracenote Database"). You agree that you will use Gracenote Data, the Gracenote Database (if included) , and Gracenote Embedded Software for your own personal non-commercial use only. You agree that you will access Gracenote Data only by means of the standard end user functions and features of the Software. You agree not to assign, copy, tr ansfer or transmit the Gracenote Embedded Software or any Gracenote Data to any third party. YOU AGREE NOT TO USE OR EXPLOIT GRACENOTE DATA, THE GRACENOTE DATAB ASE, OR GRACENOTE COMPONENT, EXCEPT AS EXPRESSLY PERMITTED HEREIN. You agree that your non-exclusive license to use the Gracenote Data, the Graceno te Database (if included), and Gracenote Embedded Software will terminate if you violate these restrictions. If your lice nse terminates, you agree to cease any and all use of the Gracenote Data, the Gr acenote Database, and Gracenote Embedded Software. Gracenote reserves all rights in the Gracenote Data, Gracenote Database, and Gracenote Embedded Software, inc luding all ownership rights. You agree that Gracenote may enforce its rights und er this License Agreement against you directly in its own name.

The Gracenote Embedded Software and each item of Gracenote Data are licensed to you "AS IS." Gracenote makes no representations or warranties, express or implie d, regarding the accuracy of any Gracenote Data. Gracenote reserves the right to delete data or to change data categories in any Gracenote Data updates and for any cause that Gracenote deems sufficient. No warranty is made that the Gracenot e Embedded Software is error-free or that functioning of the Gracenote Embedded Software will be uninterrupted. Gracenote is not obligated to provide you with a ny new enhanced or additional data types or categories that Gracenote may choose to provide in the future. 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 COMPONENT OR ANY GRACENOTE SERVER. IN NO C ASE WILL GRACENOTE BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OR FOR ANY LOST PROFITS OR LOST REVENUES.