 LICENSE AGREEMENT FOR THE REALAUDIO 
PLAYER PLUS 

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 
Plus 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 which 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. 

