REALNETWORKS, INC. END USER LICENSE AGREEMENT HELIX™ MOBILE PRODUCER, HELIX™ PRODUCER and REALPRODUCER REDISTRIBUTION NOT PERMITTED Software License for Helix Mobile Producer, Helix Producer and RealProducer. IMPORTANT -- READ CAREFULLY BEFORE USING THIS SOFTWARE: This License Agreement ("License Agreement") is a legal agreement between you (either an individual or an entity) and RealNetworks, Inc. and its suppliers and licensors (collectively “RN”) for RN's Helix Mobile Producer Standard, Helix Mobile Producer Professional , Helix Producer Standard, Helix Producer Professional , RealProducer, and the applicable documentation (collectively, "Software"). You may install only ONE copy of either version of the Software. By clicking on or accepting the "I Accept" option below, or by 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 THE “CANCEL” BUTTON AND/OR DO NOT INSTALL THE SOFTWARE. YOU AGREE THAT YOUR USE OF THE SOFTWARE ACKNOWLEDGES THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. ANY THIRD PARTY SOFTWARE 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 THE THIRD PARTY’S LICENSE AGREEMENT, AN ELECTRONIC COPY OF WHICH WILL BE INSTALLED IN THE APPROPRIATE RN PRODUCT FOLDER ON YOUR COMPUTER UPON INSTALLATION OF THE SOFTWARE. REALNETWORKS IS NOT RESPONSIBLE FOR ANY THIRD PARTY SOFTWARE AND SHALL HAVE NO LIABILITY FOR YOUR USE OF THE 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 (ii) copy the Software for back-up and archival purposes, provided any copy must contain all of the original Software's proprietary notices. 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. b) RN may modify this License Agreement with respect to the free versions of the Software upon 14 days written notice. c) RN further grants you a non-exclusive license to use the ActiveX Control functionality contained in the Software, if any, for the sole purposes of developing a Licensee Application and controlling the Software through the ActiveX interfaces for RealProducer only. A "Licensee Application" is a software application that encodes and saves media files in a RN Media File format only. For the purposes of the license granted herein, "RN Media File(s)" are defined as any data type which can be encoded in the .ra or .rm file format including, without limitation, audio, video or other media, as applicable. Notwithstanding the foregoing, you may not distribute the Licensee Application to any third parties in any manner unless you have entered into a separate written agreement with RN. 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 Software to encode, reproduce or copy any material or intellectual property you do not have the right to encode, reproduce, or copy; 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 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 digital media content file or other work protected by the copyright laws of any jurisdiction. d) The Software includes MP3 encoding functionality. This License Agreement does not convey a license nor imply any right to distribute content using the MP3 encoding functionality in revenue-generating broadcast systems (terrestrial, satellite, cable and/or other distribution channels), streaming applications (via Internet, intranets and/or other networks), other content distribution systems (pay-audio or audio-on-demand applications and the like) or on physical media (compact discs, digital versatile discs, semiconductor chips, hard drives, memory cards and the like). An independent license for such MP3 encoding use is required. For details, please visit http://mp3licensing.com. 3. SOFTWARE OWNERSHIP. This is a license agreement and NOT an agreement for sale. Title, ownership rights and intellectual property rights in and to the Software (including any images, animations, video, audio, music, and text incorporated into the Software or such content contained in files accompanying the Software), accompanying printed materials, and any copies you are permitted to make herein are owned by RealNetworks or its suppliers and are protected by United States copyright law and international treaty provisions. Your rights to use the Software are specified in this License Agreement, and RealNetworks retains all rights not expressly granted to you in this License Agreement. Nothing in this License Agreement constitutes a waiver of RealNetworks' rights under U.S. or international copyright law or any other federal or state law. 4. BETA RELEASE or EVALUATION VERSIONS. In the event that the Software is a beta, pre-release, evaluation version or preview 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 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. HTTP STREAMING/TRADEMARK USAGE. This License Agreement also permits you to stream multimedia content encoded into one or more RN proprietary formats from an HTTP web server. If you do so, you agree to notify web page visitors, in a conspicuous manner, which publicly available files are in a proprietary RN format (e.g., RealAudio (.ra) or RealVideo (.rm). Further, if you stream content from an HTTP web server, RN hereby grants you a non-exclusive, limited license to use, and you agree that you shall always use, RN’s trademarks in accordance with RN’s Trademark and Logo Usage Policy at http://www.realnetworks.com/company/ logos/policy.html, and for the sole purpose of informing web page visitors that content is in an RN proprietary format. You agree that you shall not use any RN trademark in a way that may imply that you are an agency or branch of RN, or that RN endorses, is affiliated with, or sponsors you or your products. You also agree that you may not link directly to any media file or .ram file made available from the RN World Wide Website. 6. SOFTWARE UPGRADES. RN may develop or issue upgraded versions of the Software from time to time. At its sole option, and for a fee to be determined, RN may make such upgrades available to you. If the Software you have is labeled as an upgrade, you must be properly licensed to use a product identified by RN as being eligible for the upgrade in order to use the Software. Software labeled as an upgrade replaces and/or supplements the product that formed the basis for your eligibility for the upgrade, and following the upgrade you may use the resulting Software only in accordance with the terms of this License Agreement. If the Software is an upgrade of a component of a package of software programs that you licensed as a single product, the Software may be used and transferred only as part of that single product package and may not be separated for use on more than one computer. 7. WARRANTIES AND LIABILITIES. a) 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. b) 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, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT 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. c) 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. d) 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 LICENSE 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. e) For Trial, Preview, Beta and Free versions of the Software, the following terms apply: DISCLAIMER OF WARRANTY AND LIMIT OF LIABILITY. THE SOFTWARE AND DOCUMENTATION 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 AND DOCUMENTATION REMAINS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RN OR ITS SUPPLIERS 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 LICENSE AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF RN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RN’s TOTAL LIABLITY FOR ANY DIRECT DAMAGES SHALL NOT EXCEED FIVE DOLLARS ($5.00). 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. 8. INDEMNIFICATION. This Software is intended for use only with properly licensed media, content and content creation and delivery tools. It is your responsibility to ascertain whether any copyright, patent or other licenses are necessary and to obtain any licenses to such media, content and tools. You agree to use only those materials and content creation and delivery technologies 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 encoded, copied, compressed, enabled the "Allow Recording" feature, enabled the "Allow Download" feature, or copied, used, published, displayed, or transmitted any content or materials (other than materials provided by RN specifically for your use) in connection with the Software in violation of another party's rights. 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. 9. TERMINATION. This License Agreement and your right to use this Software automatically terminate if you fail to comply with any provision of this License Agreement. RN may terminate this License at any time by delivering notice to you and you may terminate this License at any time by destroying or erasing your copy of the Software. Upon termination of this License Agreement, you agree to destroy or erase the Software. 10. NO ASSIGNMENT. This License 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 License Agreement to the new or acquiring entity in such merger or acquisition, RN may terminate this License Agreement on thirty (30) days’ written notice. Both parties shall perform under this License Agreement until such termination is effective. 11. 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 (or to a national or resident of) any 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 country, or to any prohibited person, entity, or end-user as specified by U.S. export controls. 12. GENERAL NOTICES. THIS PRODUCT IS LICENSED UNDER THE AVC PATENT PORTFOLIO LICENSE FOR PERSONAL USE OF A CONSUMER OR OTHER USES IN WHICH IT DOES NOT RECEIVE REMUNERATION TO (i) ENCODE VIDEO IN COMPLIANCE WITHT THE AVC STANDARD (“AVC VIDEO”) AND/OR (ii) DECODE AVC VIDEO THAT WAS ENCODED BY A CONSUMER ENGAGED IN A PERSONAL ACTIVITY AND/OR WAS OBTAINED FROM A VIDEO PROVIDER LICENSED TO PROVIDE AVC VIDEO. NO LICENSE IS GRANTED OR SHALL BE IMPLIED FOR ANY OTHER USE. ADDITIONAL INFORMATION MAY BE OBTAINED FROM MPEG LA. SEE HTTP://WWW.MPEGLA.COM 13. MISCELLANEOUS. This License 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 License Agreement may not be modified except in a writing duly signed by you and an authorized representative of RN. If any provision of this License 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 License Agreement shall be governed by the laws of the State of Washington, without regard to conflicts of law provisions, and you hereby consent to the exclusive jurisdiction of the state and federal courts sitting in the State of Washington. Excepting any disputes related to intellectual property rights or confidentiality, any and all unresolved disputes relating in any way to, or arising out of, the Software, your use of the Software or this License Agreement shall be submitted to arbitration in the State of Washington; except that, to the extent that you have breached or have indicated your intention to breach this License Agreement in any manner which violates or may violate RN’s intellectual property rights, or may cause continuing or irreparable harm to RN (including, but not limited to, any breach that may impact RN's intellectual property rights, or a breach by reverse engineering), RN may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction. Any arbitration of a dispute under this License Agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. This License 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 © 1995-2011 RealNetworks, Inc. and/or its suppliers. 2601 Elliott Avenue, Suite 1000, Seattle, Washington 98121 U.S.A. The Software may incorporate one or more of the following patents: U.S. Patent #5,917,835; U.S. Patent # 5,854,858; U.S. Patent # 5,917,954. Other U.S. patents pending. All rights reserved. RealNetworks, Helix, RealAudio, and RealVideo are trademarks or registered trademarks of RealNetworks, Inc. Last Updated: 07-07-11