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 for
certain RealNetworks Products and Services ("License Agreement" or "Agreement") is
a legal agreement between you (either an individual or an entity) and
RealNetworks, Inc. and its suppliers and licensors (collectively "RN" or
"RealNetworks") for: the RealNetworks software which may include components
provided by suppliers and licensors to RN ("Software") and/or RealNetworks
services ("Services"). The Software may include any of the following RealNetworks
products including any combination of such products and Alpha, Beta, trial, pre-
release, free, pay and premium versions of the products (collectively, "RN
Products"): RealPlayer, RealPlayer Plus, RealJukebox and RealPlayer for Pocket PC.
You may install only 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 standing 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, installing, copying or otherwise using the Software, you agree to be bound
by the terms of this License Agreement. IF YOU DO NOT AGREE TO THE TERMS OF THIS
LICENSE AGREEMENT, CLICK ON THE "CANCEL" BUTTON AND/OR DO NOT INSTALL THE
SOFTWARE.

FOR YOUR USE OF REAL SERVICES, YOU AGREE TO BE BOUND BY THE "TERMS OF SERVICE"
ATTACHED 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 HAVE
READ THIS LICENSE AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND
CONDITIONS.

ANY THIRD PARTY SOFTWARE, INCLUDING ANY THIRD PARTY'S PLUG-IN, THAT MAY BE
PROVIDED 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 SHALL 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 the

Software and any related documentation ("Documentation") subject to the following
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
simultaneously; and (iii) copy the Software for back-up and archival purposes,
provided 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,
rpnp.so, rpnphelper, rcaembed.so.6.0, rcacore.so.6.0, realplay.exe, nppl3260.dll,
rmoc3260.dll, embd3260.dll, rpcl3260.zip, tpasdk.dll, teasdk.dll, tsystray.exe,
teamp3.dll, tsasdk.dll, security.dll, or tpdmgr.dll applications. Any direct 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 the
Software upon 14 days written notice to you, including notice via the
communications features described below.

2. LICENSE RESTRICTIONS.

a) You 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 or archival purposes); (iv)
rent, lease, transfer, or otherwise transfer rights to the Software or
Documentation; (v) remove any proprietary notices or labels on the Software or
Documentation; or (vi) use the MP3 encoder in real time broadcasting (terrestrial,
satellite, 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 MP3 encoder in pay-audio or audio-on-demand applications. Any such
forbidden use shall immediately terminate your license to the Software. The
recording, convert, 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, convert, 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 the
Software and Documentation, including, but not limited to, applicable restrictions
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 service
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
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
device, 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 laws
of the United States. You may not circumvent or attempt to circumvent this system
by any means.

3. COPIES OF SOFTWARE AND ENHANCEMENTS. If you receive the first copy of the
Software 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
transferred to or used by any other person. This license does not grant you any
right 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 Software
expires 45 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 commercial 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 time not to release a
commercial release of the Software or, if released, to alter features,
specifications, capabilities, functions, licensing terms, release dates, general
availability or other characteristics of the commercial release. You agree that
the alpha release 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 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 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 commercial
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 time
not to release a commercial release of the Software or, if released, to alter
features, specifications, capabilities, functions, licensing terms, release dates,
general availability or other characteristics of the commercial release. You
agree that the beta release or pre-release 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 license expires.

6. FIREWALL CONFIGURATION. The Software configures certain firewall applications

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

variety of communications over the Internet as part of their normal operation. A
number of communications features are automatic and are enabled by default. By
installing 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 to
access your regular account, premium content, non-premium content, services,
features, and other personalized services. RN may match the user id to personally
identifiable information in order to provide you with products, services, and
software that you're entitled to and to provide you with relevant information. You
are responsible for any telecommunications or other connectivity charges incurred
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 the
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 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
http://www.realnetworks.com/company/privacy/index.html.

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
software, 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 background
checks, when RealPlayer automatically communicates with RN's servers, when you
manually check for updates, or when RealPlayer detects a file it does not support.
AutoUpdate sends information about installed RealNetworks' products and components
to the servers to determine upgrade availability. If you prefer to be notified
when an auto-update is performed, follow these steps: On the Tools menu, select
Preferences, AutoUpdate, and then de-select "Automatically download and install
software updates."

d) Message Center: The RealPlayer software, using Message Center, automatically

communicates with RN's servers to check for new important messages, including
software updates and service bulletins. Message Center can also run independently
of RealPlayer to perform background message checks. Message Center sends
information about installed RealNetworks' products and components to the servers
to determine 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
such messages when they arrive. You can change the way Message Center displays
messages and the frequency with which it checks for new ones by following these
steps: on the View menu, select 'Message Center', then within Message Center,
select '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 choices.

e) Secure Content Consumption: The RealPlayer client may be required to send

statistical data to servers regarding the consumption by an end user of content
secured using the digital rights management technology contained in this Software
to protect the integrity of the content ("Secure Content"). This communication
serves to enable the content provider to calculate usage-based royalty amounts
needing 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 watches
for and alerts RealPlayer to connection and disconnection of portable devices. You
can control these activities via the Automatic Services section of the Preferences
dialog, located under the Tools menu.

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

a) The Software includes a DRM called the RealSystem Media Commerce Update
Software ("Media Commerce Software") and may include third party DRMs as Plug-in
components, which are subject to their own license agreements. DRMs are designed
to manage and enforce intellectual property rights in digital content purchased
over the Internet. You may not take any action to circumvent or defeat the
security 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
revocation 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 party DRMs. You consent to the communications enabled and/or performed by
the DRM, including automatic updating of the DRM without further notice, despite
the provisions of AutoUpdate defined in Section 6(c). You agree to indemnify and
hold harmless RN for any claim relating to your use of a third party DRM.

b) Content providers are using the digital rights management technology contained
in this Software to protect the integrity of their Secure Content so that their
intellectual property, including copyright, in such content is not
misappropriated. 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 ("Security 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 the 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 Updates that a Secure Content Owner has requested that RN or its
suppliers distribute. Unless notification is provided to you, RN and its
suppliers will not retrieve 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
interacts with your computer in the following ways:

1. Hardware information: In order to download the appropriate software,

RealPlayer must send certain anonymous information about the hardware on your
computer to the RealNetworks download server. Once the software is installed,
information about your hardware will not be stored on any server. Hardware
information will also be sent for content passes, as described below.

2. Content passes: When obtaining passes for playback of content (such as a music
or video file) in RealPlayer, information about your specific Media Commerce
Software installation and hardware will be sent to the content provider for
inclusion 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.
RealNetworks' use of any personal information is governed by the RealNetworks
privacy policy (http://www.realnetworks.com/company/privacy/index.html).
RealNetworks does not share with third parties any personal information you
provide in connection with our products without first obtaining your informed
consent.

4. Financial information: Media Commerce Software does not interact with the
process of secure financial transactions, e.g. credit card transactions. These
transactions 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

anonymous use of the Media Commerce Software. However, content partners using the
Media 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
technology for Windows Media distributed with this software ("WM-DRM") to protect
the integrity of their content ("Secure Content") so that their intellectual
property, including copyright, in such content is not misappropriated. Portions
of this software and other third party applications use WM-DRM to play Secure
Content ("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 content. A list of revoked WM-DRM Software is sent to your computer
whenever you download a license for Secure Content from the Internet. Microsoft
may, in conjunction with such license, also download revocation lists onto your
computer on behalf of Secure Content Owners. Secure Content Owners may also
require you to upgrade some of the WM-DRM components distributed with this
software ("WM-DRM Upgrades") 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 required 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 will not be able to access content that requires the WM-DRM Upgrade;
however, you will 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 acquiring 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 Content if you have a valid license for such content already stored on
your computer.

10. TITLE. Title, ownership, rights, and intellectual property rights in and to
the Software and Documentation shall remain in RN and/or its suppliers. The
Software and the Services are 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 and the
Services ("Content") including the content contained in the Software media
demonstration files, shall be retained by the applicable Content owner and may be
protected 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 date
of acquisition the Software, if operated as directed, will substantially achieve
the functionality described in the Documentation. RN does not warrant however
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 containing
the Software, if provided by RN, is free from defects in material and workmanship
and will so remain for ninety (90) days from the date you acquire the Software.

(i) No Other Warranties. NO OTHER WARRANTIES: TO THE MAXIMUM EXTENT PERMITTED BY

APPLICABLE LAW RN AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES EITHER EXPRESS
OR IMPLIED INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY 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 you during the warranty period; if the media is subjected 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 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 YOU SPECIFIC LEGAL RIGHTS; YOU MAY HAVE OTHER RIGHTS THAT VARY FROM
STATE/JURISDICTION TO STATE/JURISDICTION.

(ii) Customer Remedies. RN's sole liability for a breach of this warranty shall
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 forth
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 repaired
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 applicable.
Only if you inform RN of the problem with the Software during the applicable
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 WHETHER

IN TORT CONTRACT OR OTHERWISE SHALL RN OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO
YOU 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 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 PAID TO RN 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 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,

SERVICES AND CONTENT ARE PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RN FURTHER DISCLAIMS ALL WARRANTIES,
INCLUDING 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
WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RN
BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER
DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS
PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY
LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE
SOFTWARE, THE SERVICES OR THE CONTENT, EVEN IF RN HAS BEEN ADVISED OF THE
POSSIBILITY 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 THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. RN DOES NOT ENDORSE, WARRANT
OR GUARANTEE 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
responsibility to ascertain whether any copyright, patent or other licenses are
necessary and to obtain any such licenses to serve and/or create, compress,
convert, 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,
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 losses, damages, fines and expenses (including attorneys' fees and
costs) arising out of or relating to any claims that you have (i) viewed,
downloaded, encoded, converted, compressed, 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 arising from such importation.

13. TERMINATION. This License Agreement will automatically terminate if you fail
to comply with any term hereof. No notice shall be required from RN to effect
such termination. You may also terminate this License Agreement at any time by
notifying RN in writing of termination. Upon any termination of this License
Agreement, you shall immediately discontinue use of the Software and shall within
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. 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, you
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 assignment of
this Agreement to the new or acquiring entity in such merger or acquisition, 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 by
RN, is described at RN's technical support website:
http://service.real.com/realplayer.

16. U.S. GOVERNMENT RESTRICTED RIGHTS AND EXPORT RESTRICTIONS. U.S. GOVERNMENT
RESTRICTED RIGHTS: This Software and documentation are provided with RESTRICTED
RIGHTS. Use, duplication or disclosure by the Government is subject to
restrictions 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 DFARS
252.227-7013, 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 both
foreign and domestic. You acknowledge that none of the Software or underlying
information or technology may be downloaded or otherwise exported or re-exported
(i) into Afghanistan (Taliban-controlled areas), Cuba, Iran, Iraq, Libya, North
Korea, Serbia (except Kosovo), Sudan and Syria or any other country subject 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 and
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
controls. 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 all
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 final and
binding arbitration. The arbitration shall be conducted under the Commercial
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 extent
permitted by law: no arbitration under this License Agreement shall be joined to
any other arbitration, including any arbitration involving any other current 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
arbitration 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 arbitration hereunder (unless determined in another proceeding between you and
RN). Your arbitration fees and your share of arbitrator compensation will be
limited 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
arbitration under this Agreement, stay proceedings pending arbitration, or to
confirm, 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 federal 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, including the prohibition on consolidated arbitrations and class
arbitration. This Agreement and all 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 governed by the laws of the State of Washington and
the Federal Arbitration Act.

b) Complete Agreement. This Agreement shall constitute the complete and

exclusive agreement between us, notwithstanding any variance with any purchase
order or other written instrument submitted by you, whether formally rejected by
RN or not. The acceptance of any purchase order you place is expressly made
conditional on your consent to the terms set forth herein. The terms and
conditions contained in this Agreement may not be modified by you except in a
writing duly signed by you and an authorized representative of RN. If any
provision of this Agreement is held to be unenforceable for any reason, such
provision shall be reformed 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 not be governed by the United Nations
Convention of Contracts for the International 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
reserved. RealPlayer, RealNetworks, RealSystem, RealPlayer Plus, RealJukebox,
RealPlayer 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 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 any
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 transfer
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 beginning of
the applicable month. All payments are completely non-refundable. You may cancel
the Services at any time, but RN will not refund any remaining portion of your
subscription fees, including any minimum commitments, already billed to your
account. You agree to provide RN with a valid credit card and accurate, complete
and updated information required by the subscription registration form. 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, whichever
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 fees,
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 billed
for and will pay any outstanding balances if you cancel the Services, or the
Services are terminated. You agree to notify RN about any billing problems or
discrepancies 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
waive your right to dispute such problems or discrepancies.

During your subscription period, you will be entitled to receive: (1) premium
Content (as defined below); (2) any generally available RealPlayer upgrades
released during your subscription period; and (3) RealPlayer support services as
described at http://service.real.com/help/call.html. You understand that all
information, audio, video, musical compositions, multimedia presentations, images,
artwork, data, text, software, sound, photographs, graphics, messages or other
materials (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
be 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 SUBSCRIPTION
PERIOD, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT,
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 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 or
partial refund for any charges already billed to your account. In the event you
signed up for a minimum commitment period, you will be responsible for all charges
for the entire minimum commitment period. You may cancel the services by
accessing your RealNetworks account at https://account.real.com/acct/login.html.
Cancellation instructions are available through the 'Manage My Membership' 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 1-206-674-2650 from other
locations. You understand and agree that cancellation of your subscription is
your sole right and remedy with respect to any dispute with RN. This 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 Agreement; (2) any
policy or practice of RN, including any RN Privacy Policy, or RN's enforcement or
application of these policies; (3) the Content available through RN or the
Internet or any change in Content provided through RN; (4) your ability to access
and/or use the Content; (5) any RealNetworks Software or Content provided by or
through RealNetworks; or (6) the amount or type of fees, applicable taxes, billing
methods, or any change to the fees, applicable taxes, or billing methods.

3. REALNETWORKS' RIGHT TO TERMINATE OR MODIFY SERVICES

RN may modify the terms of this Agreement or the Services, including but not
limited to the price, content or nature of the Services, upon notice to you. In
the event RN modifies the Agreement or the Services, you may terminate the
Services. 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 for which you have already paid, or a pro-rata refund at RN's sole
discretion. RN 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 termination of this Agreement (whether by you or RN), you shall immediately
discontinue use of the Services. Your obligation to pay accrued charges and fees
shall survive 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
Services and Content, including, but not limited to, applicable restrictions
concerning copyright and other intellectual property rights. Except as
specifically authorized 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, lease, transfer, or otherwise transfer rights to the Content or the
Services; (v) remove 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
use. 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, converted, downloaded or copied using the Services are
protected by the 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 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 the
rights in, a Content file. The Service embodies a copy management system required
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 this
Section 4 "Service Use Restrictions" shall immediately terminate your license to
the Content and the Services.

5. PERSONAL INFORMATION AND PRIVACY

Personal information you provide to RealNetworks is governed by RealNetworks

Privacy Policy at http://www.realnetworks.com/company/privacy/index.html. Your
election 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
account information. You are responsible for all activities that occur in your
account and you agree to notify RealNetworks immediately of any unauthorized
account 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, RN
will send you e-mail describing the latest Content and how to get access to the
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 receiving
other e-mail from RN. If you do not want to receive this e-mail, you may cancel
the Service at any time as provided in this Agreement, or opt out of the Real
Service e-mail as provided in each e-mail.

Last modified: May 27, 2009