LICENSE AGREEMENT FOR THE REALVIDEO ENCODER

PROGRESSIVE NETWORKS LICENSE AGREEMENT

Server License for RealNetworks, Inc.'s RealVideo Encoder Product

IMPORTANT -- READ CAREFULLY: RealNetworks, Inc. ("RN"), and the individual and his or her organization (collectively, "Recipient") accepting a copy of the RN RealVideo Encoder software product ("Encoder") and any accompanying written materials ("Documentation"; Encoder and Documentation collectively, the "Product") to enable Recipient to encode video files, either live or static, into the RealVideo (.rm) format in order to allow such files to be served by Recipient using a RN commercial server product, agree as follows:

By clicking on the "I accept" button, or by opening the sealed packet(s) or by acting on Recipient's rights (as described below) to make and utilize copies of the Encoder, Recipient agrees to be and is hereby bound by the terms of this RealNetworks, Inc. License Agreement ("License Agreement"). If Recipient does not agree to the terms of this License Agreement, Recipient must promptly return or destroy all copies of the Encoder and Documentation, and obtain a full refund of any sums paid from RN.

1. SOFTWARE OWNERSHIP:

RN shall retain all right, title and interest in and to the Encoder and the Documentation, and any copies thereof, regardless of the media or form on or in which the Product or copies may exist. Recipient acknowledges and agrees that the Product is proprietary to RN, and is protected by the copyright laws of the United States and international copyright treaties.

2. GRANT OF LICENSE:

Subject to the provisions contained, RN hereby grants Recipient a non-exclusive, non-transferable license to use one copy of the executable code of the Encoder residing on Recipient's premises to lawfully encode content into the RealVideo (.rm) format. All rights not expressly granted to Recipient are reserved to RN.

3. RESTRICTIONS ON USE:

Recipient's licensed rights to the Product are limited to the following:

(a) Recipient may install only one copy of the Encoder on a single computer containing one or more central processing units ("CPU's").

(b) Recipient may encode, transmit, and deliver only those materials for which Recipient has obtained all necessary clearances, licenses, and/or permissions in writing. Any reproduction, publication, further distribution or public exhibition of copyrighted materials may be a violation of International law.

(c) 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.

(e) Recipient may not copy the Documentation or Encoder, except as permitted under Section 3(c) above. In addition, Recipient may not reverse engineer, decompile or disassemble the Encoder except to the extent that this restriction is expressly prohibited by applicable law.

(f) Recipient must use RN's trademarks in accordance with RN's Trademark Usage guidelines as may be established by RN from time to time, and which are available at http://www.real.com/corporate/logos. Recipient must indicate which publicly available files are in the RealVideo (.rm) format.

4. RESTRICTIONS ON TRANSFER:

Except as otherwise expressly allowed under this agreement, Recipient shall not rent, lease, sell, sublicense, assign, pledge, encumber or otherwise transfer the Product. Any party authorized by RN to use or receive the Encoder must agree to be bound by, and Recipient agrees to inform all users of the Encoder of, the terms and conditions of this License Agreement RN reserves the right to withhold such authorization for any reason.

5. SOFTWARE UPDATES:

RN may develop or issue updated versions of the Encoder from time to time. At its sole option, and for a fee to be determined, RN may make such updates available to Recipient.

6. DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY:

Since the Encoder is provided free of charge, the Encoder and documentation are provided on an "AS IS" basis, without warranty of any kind. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROGRESSIVE NETWORKS FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMEN. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PRODUCT AND DOCUMENTATION REMAINS WITH RECIPIENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROGRESSIVE NETWORKS OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL,INCIDENTAL, DIRECT, 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 PRODUCT, EVEN IF PROGRESSIVE NETWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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 RECIPIENT.

7. INDEMNIFICATION:

Recipient represents and warrants that it will encode, transmit and/or enable the "Selective Record" feature only for those materials for which it has obtained all necessary clearances and/or permissions in writing. Licensee assumes the entire risk resulting from its breach of this warranty, and Recipient agrees 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 the Recipient has encoded, enabled "Selective Record" 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.

8. TERMINATION:

This Agreement terminates thirty (30) days after Recipient downloaded. In addition, 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, Documentation and related materials provided by RN. Recipient may also terminate this Agreement at any time by destroying the Encoder and Documentation and all copies thereof.

9.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.

10.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. 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.

11.U.S. GOVERNMENT RESTRICTED RIGHTS:

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 Progressive Networks 1111 Third Avenue Suite 2900 Seattle Washington 98101. Recipient 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 Encoder Recipient is agreeing to the foregoing and is representing and warranting that it is not located in under the control of a national or resident or resident of any such country or on any such list.