LICENSE AGREEMENT FOR THE REALAUDIO PLAYER IMPORTANT -- READ CAREFULLY: By clicking on the Next button or by opening the sealed packet(s) to make and utilize copies of the RealAudio Player and accompanying software ("Software") Licensee agrees to be bound by the terms of this License Agreement ("Agreement"). If Licensee does not agree to the terms of this Agreement Licensee must promptly destroy all copies of the Software and accompanying documentation ("Documentation") and obtain a full refund from Progressive Networks Inc. I. GRANT OF LICENSE: Progressive Networks Inc. ("PN") hereby grants to Licensee a non-exclusive license to use the Software and Documentation on the following terms: Licensee may: (i) use the Software on any single computer; (ii) use the Software on a second computer so long as the first and second computers are not used simultaneously; (iii) copy the Software for archival purposes provided any copy must contain all of the original Software's proprietary notices. Licensee may not: (i) permit other individuals to use the Software except under the terms listed above; (ii) modify translate reverse engineer decompile disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the Software or Documentation; (iii) copy the Software or Documentation (except for back-up purposes); (iv) rent lease transfer or otherwise transfer rights to the Software or Documentation; or (v) remove any proprietary notices or labels on the Software or Documentation. II. SOFTWARE: If Licensee receives the first copy of the Software electronically and a second copy on media the second copy may be used for archival purposes only. This license does not grant Licensee any right to any enhancement or update. III. TITLE: Title ownership rights and intellectual property rights in and to the Software and Documentation shall remain in PN and/or its suppliers. The Software is protected by the copyright laws of the United States and international copyright treaties. Title ownership rights and intellectual property rights in and to the content accessed through the Software including the content contained in the Software audio demonstration files is the property of the applicable content owner and may be protected by applicable copyright or other law. This license gives Licensee no rights to such content. IV. LIMITED WARRANTY: PN warrants that for a period of ninety (90) days from the date of acquisition the Software if operated as directed will substantially achieve the functionality described in the Documentation. PN does not warrant however that Licensee's use of the Software will be uninterrupted or that the operation of the Software will be error-free or secure. PN also warrants that the media containing the Software if provided by PN is free from defects in material and workmanship and will so remain for ninety (90) days from the date Licensee acquires the Software. V. CUSTOMER REMEDIES: PN's sole liability for any breach of this warranty shall be in PN's sole discretion: (i) to replace Licensee's defective media; or (ii) to advise Licensee how to achieve substantially the same functionality with the Software as described in the Documentation through a procedure different from that set forth in the Documentation; or (iii) if the above remedies are impracticable to refund the license fee Licensee 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 PN either shipped to Licensee the repaired or replaced Software or advised Licensee as to how to operate the Software so as to achieve the functionality described in the Documentation hich ever is applicable. Only if Licensee informs PN of the problem with the Software during the applicable warranty period and provides evidence of the date Licensee acquired the Software will PN be obligated to honor this warranty. NO OTHER WARRANTIES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW PN AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES EITHER EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE THE ACCOMPANYING WRITTEN MATERIALS AND ANY ACCOMPANYING HARDWARE. If any modifications are made to the Software by Licensee during the warranty period; if the media is subjected to accident abuse or improper use; or if Licensee violates the terms of this license then this warranty shall immediately terminate. This warranty shall not apply if the Software is used on or in conjunction with hardware or Software other than the unmodified version of hardware and Software with which the Software was designed to be used as described in the Documentation. THIS LIMITED WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY HAVE OTHERS WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. VI. LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY WHETHER IN TORT CONTRACT OR OTHERWISE SHALL PN OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY INDIRECT SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL WORK STOPPAGE COMPUTER FAILURE OR MALFUNCTION OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES EVEN IF PN SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY ANY OTHER PARTY. FURTHER IN NO EVENT SHALL PN'S LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT EXCEED THE LICENSE FEE PAID TO PN FOR THE SOFTWARE AND DOCUMENTATION. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. VII. INDEMNIFICATION Licensee represents and warrants that it will utilize the "Selective Record" feature only for data for which Licensee has obtained all necessary clearances and permissions. Licensee assumes the entire risk resulting from its breach of this warranty and agrees to hold harmless indemnify and defend PN its officers directors and employees from and against any losses damages fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that the Licensee has recorded and/or transmitted materials in violation of another party's rights. VIII. TERMINATION: This license shall terminate automatically if Licensee fails to comply with the limitations described in this license. On termination Licensee must destroy all copies of the Software and Documentation. IX. U.S. GOVERNMENT RESTRICTED RIGHTS AND EXPORT RESTRICTIONS: The Software is provided with RESTRICTED RIGHTS. Use duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause of DFARS 252.227-7013 or subparagraphs (c)(i) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19 as applicable. Manufacturer is Progressive Networks 1111 Third Avenue Suite 2900 Seattle Washington 98101. Licensee acknowledges that none of the Software or underlying information or technology may be download or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba Iraq Libya Yugoslavia North Korea Iran Syria or any other country to which the U.S. has embargoed goods; or anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By using the Software you are agreeing to the foregoing and you are representing and warranting that you are not located in under the control of a national or resident or resident of any such country or on any such list. X. GOVERNING LAW; ATTORNEYS FEES: This agreement shall be governed by the laws of the State of Washington and Licensee further consents to jurisdiction by the state and federal courts sitting in the State of Washington. If either PN or Licensee employs attorneys to enforce any rights arising out of or relating to this Agreement the prevailing party shall be entitled to recover reasonable attorneys' fees. XI. ENTIRE AGREEMENT: This agreement constitutes the complete and exclusive agreement between PN and Licensee with respect to the subject matter hereof and supersedes all prior oral or written understandings communications or agreements not specifically incorporated herein. This agreement may not be modified except in a writing duly signed by an authorized representative of PN and Licensee. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY LICENSEE IS EXPRESSLY MADE CONDITIONAL ON THE CONSENT OF LICENSEE TO THE TERMS SET FORTH HEREIN.