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 14 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.

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 www.real.com. 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.

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.

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, 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.

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.

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.

Title, ownership, rights, and intellectual property rights in and to the Services shall remain in RN and/or its suppliers. The Services and Content are protected by the copyright laws of the United States and other countries, and by international copyright treaties. Title, ownership rights and intellectual property rights in and to the Content accessed through the Services shall be retained by the applicable Content owner and may be protected by applicable copyright or other laws.

THE 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 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 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.

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 or download such media and content. You agree to record, 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, 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 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.

This Agreement is personal to you, and may not be assigned without RN's express written consent.

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 or Services, or your use of the 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 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 11 and to resolve any disputes and claims cognizable in court relating in any way, or arising out of, this Agreement or Services or your use of the 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 or Services or your use of the 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 is 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 © 1995-2003 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, RealPlayer for Pocket PC and Real Services are registered trademarks or trademarks of RealNetworks, Inc.