RealAudio Live Encoder License Agreement

RealNetworks COMMERCIAL LICENSE AGREEMENT 

License for RealNetworks, Inc. Encoder Software

RealNetworks, Inc. ("RN"), and the individual and his or her
organization (collectively, "Recipient") accepting a copy of the RN
RealAudio Encoder software ("Encoder") agree as follows:


IMPORTANT -- READ CAREFULLY: By opening the sealed packet(s) or by
acting on Recipient's rights (as may be described below) to make and
utilize copies of the Encoder, Recipient agrees to be bound by the
terms of this RealNetworks, Inc.  License Agreement.  If
Recipient does not agree to the terms of this Agreement, Recipient
must promptly destroy all copies of the Encoder, and obtain a full
refund from RealNetworks, Inc.


1.  GRANT OF LICENSE: Subject to the provisions contained herein and
payment of applicable license fees, RN hereby grants Recipient a
non-exclusive, non-transferable license to the version of the Encoder
specified above.  All other rights are reserved to RN.  Recipient
shall not rent, lease, sell, sublicense, assign or otherwise transfer
the Encoder.  Recipient may not reverse engineer, decompile or
disassemble the Encoder except to the extent that this restriction is
expressly prohibited by applicable law.  RN and its suppliers shall
retain title and all ownership rights to the Encoder.  The Encoder is
protected by the copyright laws of the United States and international
copyright treaties.  Recipient's licensed rights to the Encoder are
limited to the following:

(a) Recipient may install one copy of the Encoder on a single computer
containing a single central processing unit ("CPU").  A license fee is
required for each CPU using the Encoder, and if Recipient's computer
system contains a multi-processor configuration, or if after receiving
a single CPU Encoder License, the Recipient decides to add CPUs to its
computer system, Recipient must purchase a multiple CPU Encoder
License (or licenses) and pay the applicable license fees.

(b) Recipient may transfer the Encoder to another computer, provided
that it is removed from the computer from which it is transferred and
the use of the Encoder on the replacement computer otherwise complies
with the terms of this License Agreement.

(c) Recipient may copy the Encoder only as permitted under Section
1(a), above.

(d) (i) Recipient shall inform all users of the Encoder of the terms
and conditions of this License Agreement.  (ii) Recipient shall use
RN's trademarks ("RealAudio" and/or the RealAudio icon) to indicate
which publicly available files are in the RealAudio format.  (iii)
Recipient shall permit RN to audit for compliance with the terms of
this license.  In the event that the Recipient is not in compliance
with the terms of this license through the actions of unrelated third
parties, Recipient shall use its best efforts to cooperate with RN to
assure compliance.  (iv) If this Encoder is labeled "Not for Resale"
or "NFR", Recipient's license permits only use for demonstrations,
test or evaluation purposes.

2. (a) LIMITED WARRANTY: RN warrants that for a period of ninety (90)
days from the date of acquisition, the Encoder, if operated as
directed, will substantially achieve the functionality described in
the supporting documentation.  RN does not warrant, however, that
Recipient's use of the Encoder will be uninterrupted or that the
operation of the Encoder will be error-free or secure.  RN also
warrants that the media containing the Encoder, if provided by RN, is
free from defects in material and workmanship and will so remain for
ninety (90) days from the date Recipient acquires the Encoder.

        (b) CUSTOMER REMEDIES: RN's sole liability for any breach of
this warranty shall be, in RN's sole discretion: (i) to replace
Recipient's defective media; or (ii) to advise Recipient how to
achieve substantially the same functionality with the Encoder as
described in the supporting documentation through a procedure
different from that set forth in the supporting documentation; or
(iii) if the above remedies are impracticable, to refund the license
fee Recipient paid for the Encoder.

        Repaired, corrected or replaced Encoder shall be covered by
this limited warranty for the period remaining under the warranty that
covered the original Encoder, or if longer, for thirty (30) days after
the date RN either shipped to Recipient the repaired or replaced
Encoder or RN advised Recipient as to how to operate the Encoder so as
to achieve the functionality described in the supporting
documentation, whichever is applicable.  Only if Recipient informs RN
of the problem with the Encoder during the applicable warranty period
and provides evidence of the date Recipient acquired the Encoder will
RN be obligated to honor this warranty.

        (C) 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 MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE
WITH REGARD TO THE ENCODER, ANY ACCOMPANYING WRITTEN MATERIALS, AND
ANY ACCOMPANYING HARDWARE.  THIS LIMITED WARRANTY GIVES YOU SPECIFIC
LEGAL RIGHTS.  YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION
TO STATE/JURISDICTION.

3.  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 RECIPIENT 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 ENCODER.  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.

4.  INDEMNIFICATION: Recipient agrees to encode and transmit only
those materials for which it has the necessary copyright permissions
and/or clearances.  Recipient agrees to hold harmless, indemnify and
defend RN, 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 Recipient has
encoded and/or transmitted materials in violation of another party's
rights.  If Recipient is importing the Encoder from the United States,
Recipient shall indemnify and hold RN harmless from and against any
import duties or other claims arising from the importation.

5. TERMINATION: Either party may terminate this Agreement immediately
in the event of default by the other party.  Upon any termination of
this Agreement, Recipient shall immediately discontinue the use of the
Encoder and shall within ten (10) days either return to RN, or certify
destruction of, all full or partial copies of the Encoder and
supporting documentation provided by RN.  Recipient may also terminate
this Agreement at any time by destroying the Encoder and supporting
documentation and all copies thereof.  Recipient's obligations to pay
accrued charges and fees shall survive any termination of this
Agreement.

6. GOVERNING LAW; ATTORNEYS FEES: This Agreement shall be governed by
the laws of the State of Washington and Recipient further consents to
jurisdiction by the state and federal courts sitting in the State of
Washington. 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.  If either RN or
Recipient 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.

7. MISCELLANEOUS: This Agreement constitutes the complete and
exclusive agreement between RN and Recipient 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 RN and
Recipient.  THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY RECIPIENT
FOR THE ENCODER IS EXPRESSLY MADE CONDITIONAL ON RECIPIENT'S ASSENT TO
THE TERMS AND CONDITIONS SET FORTH HEREIN, AND RN AGREES TO FURNISH
THE ONLY UPON THESE TERMS AND CONDITIONS AND NOT THOSE CONTAINED IN
RECIPIENT'S PURCHASE ORDER.  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 (i) of such provision
under other circumstances, or (ii) of the remaining provisions hereof
under all circumstances.  Headings shall not be considered in
interpreting this Agreement.

8.      U.S. GOVERNMENT RESTRICTED RIGHTS AND EXPORT RESTRICTIONS. 

The Encoder 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 RealNetworks,
616 First Avenue, Suite 701, Seattle, Washington 98104-2258. Recipient
acknowledges that none of the Software or underlying information or
technology may be downloaded 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 (ii) to 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, or a
national or resident or resident of any such country or on any such
list.