REALNETWORKS, INC.

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 http://www.realnetworks.com/company/privacy/index.html
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 use th
e Software and any related documentation ("Documentation") subject to the follow
ing 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 simu
ltaneously; and (iii) copy the Software for back-up and archival purposes, provi
ded 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, r
pnp.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 u
se of Plug-Ins through a non-RN proprietary application, including a custom or u
ser-written application is prohibited by this Agreement.
c) RN may modify this License Agreement with respect to free versions of the So
ftware upon 14 days written notice to you, including notice via the communicatio
ns features described below.
2. LICENSE RESTRICTIONS.
a) You may not: (i) permit other individuals to use the Software except under t
he terms listed above; (ii) modify, translate, reverse engineer, decompile, disa
ssemble (except to the extent that this restriction is expressly prohibited by l
aw) or create derivative works based upon the Software or Documentation; (iii) c
opy the Software or Documentation (except for back-up or archival purposes); (iv
) rent, lease, transfer, or otherwise transfer rights to the Software or Documen
tation; (v) remove any proprietary notices or labels on the Software or Document
ation; or (vi) use the MP3 encoder in real time broadcasting (terrestrial, satel
lite, 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 MP
3 encoder in pay-audio or audio-on-demand applications. Any such forbidden use
shall immediately terminate your license to the Software. The recording, conver
t, 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, con
vert, 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 th
e Software and Documentation, including, but not limited to, applicable restrict
ions 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 servi
ce or application. Copies of content files, including, but not limited to songs
and other audio recordings, which are downloaded, converted or copied using the
Software, and which are protected by the copyright laws or related laws of any j
urisdiction, are for your own personal use only and may not be distributed to th
ird parties or performed outside your normal circle of family and social acquain
tances.
d) You may not use the Software in an attempt to, or in conjunction with, any d
evice, 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 law
s of the United States. You may not circumvent or attempt to circumvent this sy
stem by any means.
3. COPIES OF SOFTWARE AND ENHANCEMENTS. If you receive the first copy of the S
oftware 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 tra
nsferred to or used by any other person. This license does not grant you any ri
ght to any enhancement or update.
4. ALPHA RELEASE VERSIONS. In the event that the Software is an alpha release
version, the terms of this Section shall apply. Your license to use the Softwar
e expires 45 days after installation (or such other period as indicated by the S
oftware) 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 rele
ase of the Software, RN reserves the right at any time not to release a commerci
al release of the Software or, if released, to alter features, specifications, c
apabilities, functions, licensing terms, release dates, general availability or
other characteristics of the commercial release. You agree that the alpha relea
se 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 li
cense expires.
5. BETA RELEASE OR PRE-RELEASE VERSIONS. In the event that the Software is a b
eta 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 commercia
l 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 ti
me not to release a commercial release of the Software or, if released, to alter
features, specifications, capabilities, functions, licensing terms, release dat
es, general availability or other characteristics of the commercial release. Yo
u agree that the beta release or pre-release versions are not suitable for produ
ction use and may contain errors affecting their proper operation. You agree th
at you will not do anything to circumvent or defeat the features designed to sto
p the Software from operating after the license expires.
6. FIREWALL CONFIGURATION. The Software configures certain firewall applicatio
ns such that the user is not alerted when the Software requests or receives data
necessary for playback of content over the UDP protocol.
7. AUTOMATIC COMMUNICATIONS FEATURES.
a) The Software consists of interactive Internet applications that perform a va
riety of communications over the Internet as part of their normal operation. A
number of communications features are automatic and are enabled by default. By i
nstalling and/or using the Software, you consent to the Software's communication
s features. Once you log into the Software, user information including your use
r 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 personall
y identifiable information in order to provide you with products, services, and
software that you're entitled to and to provide you with relevant information. Y
ou are responsible for any telecommunications or other connectivity charges incu
rred 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 t
he 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 premiu
m software features and services and some Real services may not function properl
y. To learn more, visit the RealNetworks Privacy Policy link on our website at h
ttp://www.realnetworks.com/company/privacy/index.html.
c) AutoUpdate: The RealPlayer, using AutoUpdate, automatically communicates wit
h RN's servers on the Internet to check for updates to RN's and RN partner's sof
tware, such as bug fixes, patches, enhanced functions, missing plug-ins and new
versions. AutoUpdate also has the capability to run independently of RealPlayer
to perform background update checks. RN may download updates during the backgrou
nd checks, when RealPlayer automatically communicates with RN's servers, when yo
u manually check for updates, or when RealPlayer detects a file it does not supp
ort. AutoUpdate sends information about installed RealNetworks' products and com
ponents to the servers to determine upgrade availability. If you prefer to be no
tified when an auto-update is performed, follow these steps: On the Tools menu,
select Preferences, AutoUpdate, and then de-select "Automatically download and i
nstall software updates."
d) Message Center: The RealPlayer software, using Message Center, automatically
communicates with RN's servers to check for new important messages, including s
oftware updates and service bulletins. Message Center can also run independentl
y of RealPlayer to perform background message checks. Message Center sends infor
mation about installed RealNetworks' products and components to the servers to d
etermine relevant software update messages. Message Center is set by default to
check for messages once or twice a week and to display the headline portion of s
uch messages when they arrive. You can change the way Message Center displays m
essages and the frequency with which it checks for new ones by following these s
teps: on the View menu, select 'Message Center', then within Message Center, sel
ect 'Options', select 'Preferences' and set your desired preferences. If you sig
n up for message topics that necessitate a greater frequency than you previously
selected, your frequency setting may be adjusted to accommodate your topic choi
ces.
e) Secure Content Consumption: The RealPlayer client may be required to send st
atistical data to servers regarding the consumption by an end user of content se
cured using the digital rights management technology contained in this Software
to protect the integrity of the content ("Secure Content"). This communication s
erves to enable the content provider to calculate usage-based royalty amounts ne
eding to be paid to owners of such Secure Content ("Secure Content Owners").
8. SCHEDULER. An application Scheduler, known as "realsched.exe," is installed
along with RealPlayer. Once installed, it runs independently of RealPlayer. The
Scheduler does not collect personal information or communicate with RealNetworks
' servers. It is used to remind AutoUpdate, Message Center and the Watch Folders
feature to perform their tasks at pre-scheduled intervals. Scheduler also watch
es for and alerts RealPlayer to connection and disconnection of portable devices
. You can control these activities via the Automatic Services section of the Pre
ferences dialog, located under the Tools menu.
9. DIGITAL RIGHTS MANAGEMENT SYSTEMS ("DRMs").
a) The Software includes a DRM called the RealSystem Media Commerce Update Soft
ware ("Media Commerce Software") and may include third party DRMs as Plug-in com
ponents, which are subject to their own license agreements. DRMs are designed t
o manage and enforce intellectual property rights in digital content purchased o
ver the Internet. You may not take any action to circumvent or defeat the securi
ty 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 revocati
on 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 p
arty DRMs. You consent to the communications enabled and/or performed by the DR
M, including automatic updating of the DRM without further notice, despite the p
rovisions of AutoUpdate defined in Section 6(c). You agree to indemnify and hol
d harmless RN for any claim relating to your use of a third party DRM.
b) Content providers are using the digital rights management technology contain
ed in this Software to protect the integrity of their Secure Content so that the
ir intellectual property, including copyright, in such content is not misappropr
iated. Secure Content Owners may, from time to time, request RN or its supplier
s to provide security related updates to the DRM components of the Software ("Se
curity Updates") that may affect your ability to copy, display and/or utilize th
e Software. You therefore agree that, if you elect to download a license from t
he Internet which enables your use of Secure Content, RN or its suppliers may, i
n conjunction with such license, also download onto your computer such Security
Updates that a Secure Content Owner has requested that RN or its suppliers distr
ibute. Unless notification is provided to you, RN and its suppliers will not re
trieve 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 in
teracts with your computer in the following ways:
1. Hardware information: In order to download the appropriate software, RealPla
yer must send certain anonymous information about the hardware on your computer
to the RealNetworks download server. Once the software is installed, informatio
n about your hardware will not be stored on any server. Hardware information wi
ll also be sent for content passes, as described below.
2. Content passes: When obtaining passes for playback of content (such as a mus
ic or video file) in RealPlayer, information about your specific Media Commerce
Software installation and hardware will be sent to the content provider for incl
usion 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. Real
Networks' use of any personal information is governed by the RealNetworks privac
y policy (http://www.realnetworks.com/company/privacy/index.html). RealNetworks
does not share with third parties any personal information you provide in conne
ction with our products without first obtaining your informed consent.
4. Financial information: Media Commerce Software does not interact with the pr
ocess of secure financial transactions, e.g. credit card transactions. These tr
ansactions 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 anonym
ous use of the Media Commerce Software. However, content partners using the Med
ia Commerce Software will not provide RealNetworks with information on specific
content for which an individual user obtains passes.
d) Secure content owners may be using the Microsoft digital rights management t
echnology for Windows Media distributed with this software ("WM-DRM") to protect
the integrity of their content ("Secure Content") so that their intellectual pr
operty, including copyright, in such content is not misappropriated. Portions o
f this software and other third party applications use WM-DRM to play Secure Con
tent ("WM-DRM Software"). If the WM-DRM Software's security has been compromised
, owners of Secure Content ("Secure Content Owners") may request that Microsoft
revoke the WM-DRM Software's right to copy, display and/or play Secure Content.
Revocation does not alter the WM-DRM Software's ability to play unprotected con
tent. A list of revoked WM-DRM Software is sent to your computer whenever you d
ownload a license for Secure Content from the Internet. Microsoft may, in conju
nction with such license, also download revocation lists onto your computer on b
ehalf of Secure Content Owners. Secure Content Owners may also require you to u
pgrade some of the WM-DRM components distributed with this software ("WM-DRM Upg
rades") before accessing their content. When you attempt to play such content,
WM-DRM Software built by Microsoft will notify you that a WM-DRM Upgrade is requ
ired and then ask for your consent before the WM-DRM Upgrade is downloaded. Non
-Microsoft WM-DRM Software may do the same. If you decline the upgrade, you wil
l not be able to access content that requires the WM-DRM Upgrade; however, you w
ill still be able to access unprotected content and Secure Content that does not
require the upgrade. WM-DRM features that access the Internet, such as acquiri
ng new licenses and/or performing a required WM-DRM Upgrade, can be switched off
. When these features are switched off, you will still be able to play Secure C
ontent if you have a valid license for such content already stored on your compu
ter.
10. TITLE. Title, ownership, rights, and intellectual property rights in and t
o the Software and Documentation shall remain in RN and/or its suppliers. The S
oftware and the Services are protected by the copyright laws of the United State
s and international copyright treaties. Title, ownership rights and intellectua
l property rights in and to the content accessed through the Software and the Se
rvices ("Content") including the content contained in the Software media demonst
ration files, shall be retained by the applicable Content owner and may be prote
cted by applicable copyright or other law. This license gives you no rights to
such Content.
11. 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 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 PERMITTED
BY APPLICABLE LAW RN AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES EITHER EXPR
ESS OR IMPLIED INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILIT
Y AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE, THE ACCOMPAN
YING WRITTEN MATERIALS AND ANY ACCOMPANYING HARDWARE. If any modifications are
made to the Software by you during the warranty period; if the media is subjecte
d 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 oth
er than the unmodified version of hardware and Software with which the Software
was designed to be used as described in the Documentation. THIS LIMITED WARRANT
Y GIVES YOU SPECIFIC LEGAL RIGHTS; YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STAT
E/JURISDICTION TO STATE/JURISDICTION.
(ii) Customer Remedies. RN's sole liability for a breach of this warranty shal
l be in RN's sole discretion: (i) to replace your defective media; or (ii) to ad
vise you how to achieve substantially the same functionality with the Software a
s described in the Documentation through a procedure different from that set for
th in the Documentation; or (iii) if the above remedies are impracticable, to re
fund the license fee, if any, you paid for the Software. Repaired, corrected or
replaced Software and Documentation shall be covered by this limited warranty f
or 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 repa
ired 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 appli
cable. Only if you inform RN of the problem with the Software during the applic
able 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 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 Products,
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.
12. INDEMNIFICATION. This Software and the Services are intended for use only
with properly licensed media, content, and content creation tools. It is your r
esponsibility to ascertain whether any copyright, patent or other licenses are n
ecessary and to obtain any such licenses to serve and/or create, compress, conve
rt, or download such media and content. You agree to record, convert, play back
and download only those materials for which you have the necessary patent, copy
right and other permissions, licenses, and/or clearances. You agree to hold har
mless, indemnify and defend RN, its officers, directors and employees, from and
against any losses, damages, fines and expenses (including attorneys' fees and c
osts) arising out of or relating to any claims that you have (i) viewed, downloa
ded, encoded, converted, compressed, copied or transmitted any materials (other
than materials provided by RN) in connection with the Software in violation of a
nother 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 State
s, you shall indemnify and hold RN harmless from and against any import and expo
rt duties or other claims arising from such importation.
13. TERMINATION. This License Agreement will automatically terminate if you fa
il to comply with any term hereof. No notice shall be required from RN to effec
t such termination. You may also terminate this License Agreement at any time b
y notifying RN in writing of termination. Upon any termination of this License
Agreement, you shall immediately discontinue use of the Software and shall withi
n three (3) days return to RN, or certify destruction of, all full or partial co
pies 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.
14. 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, yo
u 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 assign
ment of this Agreement to the new or acquiring entity in such merger or acquisit
ion, RN may terminate this Agreement on thirty (30) days' written notice. Both
parties shall perform under this Agreement until such termination is effective.
15. TECHNICAL SUPPORT. Technical support for the Software, as made available b
y RN, is described at RN's technical support website: http://service.real.com/r
ealplayer.
16. U.S. GOVERNMENT RESTRICTED RIGHTS AND EXPORT RESTRICTIONS. U.S. GOVERNMENT
RESTRICTED RIGHTS: This Software and documentation are provided with RESTRICTE
D RIGHTS. Use, duplication or disclosure by the Government is subject to restri
ctions set forth in subparagraphs (a) through (d) of the Commercial Computer Sof
tware--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 2
52.227-7013, 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 bo
th foreign and domestic. You acknowledge that none of the Software or underlyin
g information or technology may be downloaded or otherwise exported or re-export
ed (i) into Afghanistan (Taliban-controlled areas), Cuba, Iran, Iraq, Libya, Nor
th Korea, Serbia (except Kosovo), Sudan and Syria or any other country subject t
o a U.S. embargo; or (ii) to anyone on the U.S. Treasury Department's list of Sp
ecially Designated Nationals or the U.S. Commerce Department's Denied Parties Li
st 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, r
evoked, or denied you export privileges, (ii) you are not located in or under th
e 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, o
r to any prohibited person, entity, or end-user as specified by U.S. export cont
rols. 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://bxa.fedworld.gov).
17. 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 you place is expressly made condition
al on your consent to the terms set forth herein. The terms and conditions cont
ained in this Agreement may not be modified by you except in a writing duly sign
ed by you and an authorized representative of RN. If any provision of this Agre
ement is held to be unenforceable for any reason, such provision shall be reform
ed 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 n
ot be governed by the United Nations Convention of Contracts for the Internation
al Sale of Goods, the application of which is hereby expressly excluded.
Copyright (c) 1995-2009 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.
Last modified: May 27, 2009
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 in the so
le 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 applic
able taxes, in accordance with the billing terms and prices in effect at the tim
e 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 f
rom 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 c
ancel the Services at any time, but RN will not refund any remaining portion of
your subscription fees, including any minimum commitments, already billed to you
r account. You agree to provide RN with a valid credit card and accurate, compl
ete and updated information required by the subscription registration form. Fai
lure 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 http://service.real.com/international/eu/. You understand that all info
rmation, audio, video, musical compositions, multimedia presentations, images, a
rtwork, data, text, software, sound, photographs, graphics, messages or other ma
terials (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 ma
y be exposed to Content that you may find objectionable; it is your responsibili
ty 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 SUBS
CRIPTION PERIOD, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY C
ONTENT, 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 TH
E USE 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 o
r partial refund for any charges already billed to your account. In the event y
ou signed up for a minimum commitment period, you will be responsible for all ch
arges for the entire minimum commitment period. You may cancel the services by
accessing your RealNetworks account at https://account.real.com/acct/login.html.
Cancellation instructions are available through the 'Manage My Membership' Opt
ions on the My Account Main page. Further, you may contact RealNetworks by phon
e at 1-888-768-3248 (from the United States or Canada), or 1-206-674-2650 from o
ther locations. You understand and agree that cancellation of your subscription
is your sole right and remedy with respect to any dispute with RN. This includ
es, but is not limited to, any dispute related to, or arising out of: (1) any t
erm 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 enforceme
nt 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 acce
ss 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, bi
lling 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
complies with all applicable laws in the jurisdictions in which you use the Serv
ices and Content, including, but not limited to, applicable restrictions concern
ing copyright and other intellectual property rights. Except as specifically aut
horized 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, leas
e, transfer, or otherwise transfer rights to the Content or the Services; (v) re
move any proprietary notices or labels on the Content or Service; and (vi) add t
o, alter, delete from, or otherwise modify the Content.
b) You may only use the Services and Content for your private, non-commercial u
se. You may not use the Services or Content in any way to provide, or as part o
f, any commercial service or application. All Content, including but not limited
to that is streamed, converted, downloaded or copied using the Services are pro
tected by the U.S. copyright laws and related laws of other jurisdictions, and a
re for your own personal use only. You may not, under any circumstances, distri
bute 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 th
e rights in, a Content file. The Service embodies a copy management system requ
ired 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 thi
s 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 Pri
vacy Policy at http://www.realnetworks.com/company/privacy/index.html. Your elec
tion 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. 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
the Services, you will receive this e-mail even
ing other e-mail from RN. If you do not want to
ncel the Service at any time as provided in this
al Service e-mail as provided in each e-mail.
Last modified: May 27, 2009
is necessary for you to receive
if you have opted out of receiv
receive this e-mail, you may ca
Agreement, or opt out of the Re